Edwin Ng, Fiona Chan and Samantha Lee are the only directors and equal shareholders of ES Limited. XY Limited is the wholly owned subsidiary of ES Limited and Edwin and Fiona are the directors of XY Limited. Edwin and Fiona just got married in December 2019. Aaron Ho is the auditor of ES Limited. Based on the above information,

(1)assuming that ES Limited is a private company, critically analyse and provideONE exampleto illustrate the situation that Samantha, as a shareholder of ES Limited, may be able to claim both the unfair prejudice remedy and the winding up order on just and equitable ground. Evaluate the situations that may restrict Samantha from the above claims and the possible relief or order that may be granted by the court to her.

(2)assuming that Edwin has just resigned from ES Limited, critically assess and provideONE exampleto illustrate the situation that Edwin may be liable to account for breaching the duty to avoid conflict of interests, even though he was the former director of ES Limited, and to discuss his related liabilities, if any. Advise Edwin how he can possibly argue that he may not be liable to account for breaching the duty to avoid conflict of interests.

(3)assuming that ES Limited is a listed company, critically assess and provideTHREE examplesto illustrate the situations that Aaron in the capacity as the auditor of ES Limited may constitute insider dealings in accordance with s270 of the Securities and Futures Ordinance and to discuss his possible liabilities.

assuming that XY Limited has created a charge over its book debts to secure the loan from Fiona in September 2018, before the liquidation of XY Limited in March 2020, (a) evaluate the possible nature of the above charge; and (b)discussTWO possibilitiesthat Fiona might be ranked as 'unsecured creditor' by the liquidatorbased on the legal principles of Company Law.