Alan, Ben, Cara and Daisy are the only directors and equal shareholders of ABCD Limited, a private company which provides IT consultancy and software upgrading services to businesses in the Hong Kong tourist industry. Prior to the incorporation of ABCD Limited, all of them decided that mutual trust and respect was vital for them to run the business, and they agreed to make all major business decisions collectively. Based on the above information,

(1)assume that Ben is responsible for negotiating a project with Goldengate Group Limited ("Goldengate"), a well-known group hotel, for upgrading the operating systems of its 11 hotels in Hong Kong and Mainland China. The contract is to be concluded as soon as both sides agree on the major terms, which include having Ben as the person in charge of the operation. The CEO of Goldengate has specifically mentioned that if it had not been for Ben's reputation in the IT filed, they would not have appointed ABCD Limited for this project. Since this project is very profitable, Ben is considering resigning from ABCD Limited and entering the contract with Goldengate under his own name as a sole proprietor. Advise Ben how he can make the contract between himself and Goldengate without being liable to account for breaching the director's duty to avoid conflict of interests. (28 marks)