Part A

Mr Li, Mr Tong, Miss Chow and Mr Yu are directors and shareholders of Quick Profit Limited (the Company), a Hong Kong private limited company. The Company has an issued and paid-up share capital of HK$30,000,000. Each of them holds 4,000,000 shares in the Company.

The Company has adopted the Model Articles as its articles of association, which were subsequently modified to include the following clauses:

1 every director must subscribe at least 3,000,000 shares in the Company within two months after appointment; and

2 the quorum of directors and shareholders meetings is three.

As the company secretary of the Company, advise Mr Li, the chairman of the board, on the course of actions to be taken by the Company (giving reasons for your answers) in the following circumstances:

a Mr Tong informed the Company that he intended to sell 1,100,000 shares to Mrs Wong who will then hold those shares in trust for her husband, Mr Wong. b Miss Chow informed the Company that she would sell all her shares in the Company to her friend, Mr Lo and resign as director of the Company with effect from 1 April 2018.

c The Company received a photocopy of the power of attorney from Mr Chan, who is the attorney for Mr Lam, who holds 500,000 shares in the Company.

d Ms Tang, who holds 10,000 shares in the Company, informed the Company that she had married and requested the Company to amend her name on the register of members from Tang Mei Mei to Au Tang Mei Mei.

e The Company received a letter from MCC Limited, which holds 200,000 shares in the Company, informing the Company that MCC Limited has commenced liquidation on 1 March 2018 and Mr Black has been appointed as liquidator of MCC Limited.

f Mrs Yu informed the Company that her husband, Mr Yu, had passed away on 30 March 2018. Part B

a A pre-emption clause governing transfer of shares may be found in the articles of association of some private companies. Explain what a pre-emption clause is and whether it is beneficial to the shareholders of a private company. Give reasons to support your answer.

b If Quick Profit Limited is a listed company, a share registrar will deal with the matters stated in Part A. Explain the duties of/services provided by a share registrar to a listed company.