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The Hong Kong Company Secretary's Handbook (9th Edition)

The Hong Kong Company Secretary's Handbook (9th Edition) Practice and Procedure

  • Author:
  • Publisher: Pearson
  • ISBN: 9789882244108
  • Published In: September 2012
  • Format: Book + Online Contents , 630 pages
  • Jurisdiction: Hong Kong ? Disclaimer:
    Countri(es) stated herein are used as reference only

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  • Description 
  • Table of Contents 
  • Author Information 
  • Book Reviews
  • Details

    This ninth edition of The Hong Kong Company Secretary’s Handbook provides a comprehensive guide to company secretarial procedures in Hong Kong. It is written for practicing company secretaries, corporate lawyers, and students taking the ICSA examinations.

     

    This edition includes substantial updates to the chapters on:

    • Formation of a Company
    • Methods of Raising Share Capital
    • Company Directors
    • Notifiable Transactions and Connected Transactions
    • Company Accounts, Director’s Reports, and Interim Reports
    • Non-Hong Kong Companies
    • Liberian Companies
    • Bermuda Companies – Exempted Companies
    • Listing of Securities on the Singapore Stock Exchange – Catalist Board
    • Corporate Governance Matters
    • Listing of Securities on the Growth Enterprise Market / Second Board of the Stock Exchange
    • Cayman Islands Companies – Exempted Companies

     

    The book features checklists of procedures encountered in practice and appendices of sample materials and prescribed forms. The step-by-step guide is an invaluable source of reference for the busy company secretary and corporate lawyer.

    All material at the Companion Website are reproduced with the kind permission of the Inland Revenue Department – the Government of the Hong Kong Special Administrative Region (hyperlink); the Securities and Futures Commission (hyperlink); the Hong Kong Exchange and Clearing Limited (soft copies of forms) and the Companies Registry – the Government of the Hong Kong Special Administrative Region. Where hyperlink is provided instead of soft copies, it is meant to enable the reader to access the most up-to-date forms at the official website.

     

    Preface:

     

    Since the last edition, there were drastic changes to the Companies Ordinance, the Hong Kong Listing Rules, the Bermuda Companies Act, and the Cayman Islands Company Law. Consequently, substantial amendments have been made to the following chapters:

     

    • Chapter 2: Formation of a Company
    • Chapter 5: Methods of Raising Share Capital
    • Chapter 8: Company Meetings
    • Chapter 9: Company Directors
    • Chapter 21: Notifiable Transactions and Connected Transactions
    • Chapter 24: Company Accounts, Directors’ Reports, and Interim Reports
    • Chapter 25: Annual General Meeting
    • Chapter 31: Non-Hong Kong Companies
    • Chapter 32: Liberian Companies
    • Chapter 35: Bermuda Companies – Exempted Companies
    • Chapter 37: Listing of Securities on the Singapore Stock Exchange – Catalist Board
    • Chapter 38: Corporate Governance Matters
    • Chapter 39: Listing of Securities on the Growth Enterprise Market / Second Board of the Stock Exchange
    • Chapter 40: Cayman Islands Companies – Exempted Companies

     

    When preparing this edition, we are aware that the Hong Kong Stock Exchange has put forward amendments to the Listing Rules which will become effective on 31st December 2012, e.g. listed companies are required to appoint independent non-executive directors who should constitute one-third of the board of directors. We therefore incorporate these proposed amendments in this edition.

     

    We wish to take this opportunity to thank Appleby, Bermuda Barristers and Attorneys, for reviewing chapters 34, 35, and 40; Kennic L.H Lui & Co for reviewing chapter 30; and Miss Sin Kwai Ling, Irene, ACS, ACIS for reviewing all chapters. However, it should be made clear that responsibility for the text rests with the authors. We also thank the staff of the publisher for their comments and suggestions. The prescribed forms, checklists, and hyperlinks set out in Appendix 5 are reproduced with the kind permission of the Inland Revenue Department – the Government of the Hong Kong Special Administrative Region; the Securities and Futures Commission; the Hong Kong Exchange and Clearing Limited and the Companies Registry – the Government of the Hong Kong Special Administrative Region.

     

    Cheng Po Wah

    Sum Heung Suet, Anna

    Yuen Kam Tim, Francis

    July 2012

    1. Introduction
    2. Formation of a Company
    3. Post-incorporation Formalities
    4. Share Capital
    5. Methods of Raising Share Capital
    6. Partly Paid Shares
    7. Alteration of Authorised Share Capital
    8. Company Meetings
    9. Company Directors
    10. Company Secretary
    11. Auditors
    12. Change of Company’s Name, Objects Clauses, Articles of Association, and Registered Office
    13. Bank Accounts
    14. Seals
    15. Transfer of Shares
    16. Transmission of Shares
    17. Share Certificates
    18. Registration of Documents
    19. Loan Capital / Debentures
    20. Registration of Charges
    21. Notifiable Transactions and Connected Transactions
    22. Securities and Futures Ordinance – Part XV: Disclosure of Interests
    23. Dividends
    24. Company Accounts, Directors’ Reports, and Interim Reports
    25. Annual General Meeting
    26. Repurchase of Shares
    27. Reduction of Share Capital
    28. Schemes of Arrangement
    29. Takeovers and Mergers
    30. Dissolution of a Company
    31. Non-Hong Kong Companies
    32. Liberian Companies
    33. Panamanian Companies
    34. British Virgin Islands Business Companies – Companies Limited by Shares
    35. Bermuda Companies – Exempted Companies
    36. PRC Companies
    37. Listing of Securities on the Singapore Stock Exchange – Catalist Board
    38. Corporate Governance Matters
    39. Listing of Securities on the Growth Enterprise Market / Second Board of the Stock Exchange
    40. Cayman Islands Companies – Exempted Companies

    Appendices

  • Cheng Po Wah, LLB (Hons) (London), PCLL (HKU), LLM (London), LLM (Wolverhampton), LLM (CityU), Barrister. More than 20 years’ experience in teaching Hong Kong Company Law, Hong Kong Business Law, and Securities Law and Practice at universities in Hong Kong, Former visiting lecturer of certificate courses on Hong Kong Company Secretarial Practice offered by The Hong Kong Management Association and the Hong Kong Productivity Council. External examiner of several accounting professional bodies and academic institutions for more than 20 years. Chief author of the book entitled Hong Kong Business Law, published by the Hong Kong Institute of Accredited Accounting Technicians.

     

    Sum Heung Suet, Anna, FCIS, FCS, MA, lecturer, School of Accounting and Finance. The Hong Kong Polytechnic University. Former visiting lecturer of courses on Hong Kong Company Secretarial Practice offered by The Hong Kong Institute of Chartered Secretaries, The Hong Kong Management Association, and the Hong Kong Productivity Council.

     

    Yuen Kam Tim, Francis, FCIS, FCS, managing director of Union Registrars Limited. Former executive director and company secretary of a group of listed companies. Visiting lecturer of courses on Corporate Secretaryship organized by the University of Hong Kong (SPACE)

  • “It is difficult to think of a more thoroughly practical and useful addition to any lawyer’s bookshelf.”

    The New Gazette

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