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

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 31^st 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