Please answer the following multiple choice questions:

Which of the below statements is TRUE? * 1 point 0 Written resolutions require only a simple majority to pass. 0 Written resolutions require only a super majority (e.g., 75%) to pass. 0 Written resolutions require all eligible shareholders to agree (i.e., unanimous) to pass. 0 Written resolutions cannot be used for company business. Which of the following is FALSE about a private company limited by 1 point shares? * 0 Company is limited to 50 external members. Company is prohibited from inviting the public to subscribe to its shares or debentures. Company is NOT allowed to have over 50 creditors. 000 Members cannot freely transfer their shares. When a company is wound-up, which of the below best represents the 1 point payment order (first to last)? * Preferential creditors, other creditors, shareholders, liquidation costs. Shareholders, liquidation costs, other creidtors, preferential creditors. Liquidation costs, preferential creditors, other creditors, shareholders. Liquidation costs, preferential creditors, preferential shareholders, other creditors, shareholders. OOOO If the majority shareholder is harming the interests of minority 'I point shareholders. the minority shareholders can try to protect themselves by which of the following? * 0 They can do nothing because the majority shareholder always gets to do what it wants. 0 The minority shareholders can try to claim unfair prejudice. O The minority shareholder can order a special audit. 0 None of the options are appropriate. Which of the following is true about debentures? * 1 point 0 Private companies are not allowed to issue debentures. O Debentures issued in a series will normally be considered pari passu to one another. 0 Debentures must be secured by collateral to be considered preferred. 0 The repayment of a debenture is conditional on the profitability of the borrowing company. Normally, shareholders exercise their power in a general meeting or other 1 point company settings on the basis of which of the following? * O Minority rule. 0 Majority rule. 0 Rule of Law. 0 Basic Law. True or False: The Companies Ordinance requires extremely profitable companies to pay a reasonable dividend to its shareholders. * Which of the following ways to conduct a share buy-back likely entails negotiation. * 0 General offer. 0 Market buy-back. 0 Contract to buy-back. 0 General offer contract to buy-back. A private company limited by shares may raise capital via a rights issue (also referred to as a rights offering) if: * O The rights issue is renounceable. O The rights issue is non-renounceable. Q It does not matter if the rights issue is renounceable or non-renounceable. O A private company limited by shares may not raise capital via a rights offering. 1 point 1 point 1 point Which of the below is TRUE regarding annual general meetings (AGM)? * 1 point 0 Companies are generally NOT required to hold an AGM. 0 Written resolutions may be used instead of holding an AGM. O Dormant companies are required to hold an AGM. O Proxy voting is NOT allowed at an AGM. Which of the following represents a method for becoming a shareholder 1 point (select ALL that apply, must select all correct answers to receive full credit, no partial credit)? * Allotment. Signing the company's articles of association at the company's incorporation. Transfer. Transition. Translation. Transmission. Signing the company's prospectus. DDDDDDD Which of the following is correct? * 1 point 0 Submitting an Annual Return is not required for Hong Kong companies, it is optional. 0 Private companies and public companies in Hong Kong have the same return date. A Hong Kong company should submit its annual return within 42 days of its return date. A promoter signed a preliminary contract and now wants to transfer the 1 point liability of that contract to the company after it is incorporated. Which of the following represents ways to transfer liability from the promoter to the company (select ALL that apply, must select all correct answers to receive full credit, no partial credit)? * D Implied Contract. Notation. Novation. Ratification. Transfer. Relegation. DDDDD John and Jenny form a company. Jenny is CEO and John is a non-executive 1 point director. The company borrows $10,000,000 from a bank but unfortunately goes bankrupt a year later before paying off the loan. The Company has $2,000,000 in cash and no other assets or liabilities. What will likely happen? * 0 Bank will take the $2,000,000 in cash and Jenny as CEO will be responsible for the remaining balance. Bank will take the $2,000,000 in cash and Jenny and John are both jointly and severally liable for the remaining balance. nothing because of the principle of limited liability. Bank will take the $2,000,000 in cash but likely suffer a loss on the remaining 0 John and Jenny will split the $2,000,000 between themselves and the bank will get 0 $8,000,000. Claire is a member of the board of directors for XYZ Limited a large listed 1 poim company. She has served as a director for 10 years and her mother is CEO of XYZ Limited. She is not an employee of )(Y2 Limited but most of her income comes from fees she receives as a director of XYZ Limited. Which of the following best describes Claire's role? * 0 Claire is an executive director. 0 Claire is a non-executive director. 0 Claire is an independent non-executive director. 0 None of the above. Which of the below is FALSE? * 1 point 0 Directors can call a general meeting. Members may request directors to call a general meeting if the members represent at least 5% of the voting rights. The court may order a general meeting. Members may NEVER, under any circumstances, directly call a general meeting. 000 CompanyA wants to execute a transaction to purchase Company B, which 1 point of the below is FALSE? * 0 Company A can purchase Company B's shares using a combination of cash and its shares. Company A can squeeze-out Company B's shareholders once Company A has acquired at least 90% of Company B's shares. least 70% of Company B's shares. To execute the transaction, Company A may possibly purchase the assets of 0 Company A can sell-out Company B's shareholders once Company A has acquired at 0 Company B instead of purchasing Company B's shares. Please identify which answer pair is correct based on the below 1 point statements: Statement 1: The Companies Ordinance allows for derivative action, which is when shareholders sue on behalf of the company if misconduct/harm has been committed against the company (often by a corporate office/director). Statement 2: Derivative action is an exception to the proper plaintiff rule. * 0 Both Statement 1 and Statement 2 are false. 0 Both Statement 1 and Statement 2 are true. 0 Statement 1 is true and Statement 2 is false. 0 Statement 1 false and Statement 2 is true. Which of the following is TRUE? * 1 point 0 A dormant company and a defunct company are the same thing. 0 A defunct company is an inactive company (i.e., hibernating). while a dormant company is dead. 0 A defunct company is dead, while a dormant company is inactive (i.e., hibernating). A private company with lots of cash acquires a listed company and its 1 poim shares are now be publicly traded without going through an IPO. This is an example of which of the following? * O lnverselPO. O Privatization. 0 Back Door Listing 0 New Holding Company