Director / Board / Annual General Meeting

ABC Limited (the Company) is a public company incorporated in Hong Kong and adopts Schedule 1 of Cap.622H Companies (Model Articles) Notice as its articles of association. The financial year of the Company runs from 1 January to 31 December.

The directors of the Company are Mr A, Mr B, Mr C, Mr D and John. John is the Chairman and Managing Director of the Board. Mr A, Mr B and Mr C were elected directors in the years of 2017, 2016 and 2015 respectively. Mr D was appointed on 31 January 2018 by the Board of Directors. John has been appointed Managing Director and Chairman of the Board since 2016.

The Company held its Annual General Meeting (AGM) for 2017 on 1 June 2017. On 1 March 2018 the auditors resigned and no Statement of Circumstance has been filed by the resigning auditors. Its accountant completed the accounts of the Company for 2017 on 1 May 2018. The

Company could not find an appropriate replacement auditor until 1 September 2018.

On 2 September 2018, John approached you, the Company Secretary, and said AA & Co. have agreed to be our auditors. The audit fees will be charged on a time basis. I want to appoint them as soon as possible so that they can audit our accounts before the next AGM. I wish to hold the next AGM on 1 December 2018. Can you please let me have a draft of the notice of the meeting as soon as possible?

You also received the following instructions from John:

1. A final dividend of HK$1 per ordinary share should be paid after the AGM.

2. There should be no change of directors for the next year.

3. A new rule should be adopted by the Company that a director must hold at least 2,000 ordinary shares in the Company.

a. Advise John on the following:

i. The necessary procedure in appointment of AA & Co.

ii. Who should retire as director(s) at the coming AGM. Give reasons for your answer. (You need to review the relevant articles in Schedule 1 of Cap.622H Companies (Model Articles) Notice)

iii. What are the possible problems with the proposed AGM date?

iv. What should be done to adopt the new rule about the proposed share qualification?

b. Draft a notice of the next annual general meeting of the Company as required by the Chairman.