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The articles of association (AA) of ABC Co. Ltd.(a private company incorporated in Hong Kong, abbreviated below as the Company), provided , among its other
The articles of association ("AA") of ABC Co. Ltd.(a private company incorporated in Hong Kong, abbreviated below as "the Company"), provided , among its other articles in the AA, that: Article 1 1: The Company may, from time to time, by an ordinary resolution increase the maximum number of shares that the Company may issue to a number as the resolution shall prescribe. Article 12: The general meeting resolving upon the creation of any new shares may direct that the same shall be offered in the first instance, and for such consideration as the Directors think fit, to all the holders for the time being of any class of shares, in proportion to the number of shares of such class held by them respectively. Article 14: The Directors shall be entitled to receive by way of remuneration for their services such sum as the Company may from time to time by an ordinary resolution determine, which is to be divided amongst the Directors in such proportions and in such manner as the Board may agree.Article l5: The Directors shall also be entitled to be repaid their reasonable travelling, hotel and other expenses incurred by them in the performance of their duties as Directors. Article his The Company may, from time to time. by an ordinary resolution elect any person to be a Director either to ll a casual vacancy or as an addition to the Board. Article i F: The Company may by an ordinary resolution remove any Director and may. if thonghtt, by an ordinary resolution appoint another person in his stead. Article id: The Directors have power to enter into any transaction up to and including HK. 0'00 and any transaction over HK$50tltltl has to be approved by the Company in passing an ordinary resolution. The rest of the articles in the AA apart from the mandatory articles, adopts the model articles in Schedule 2 of Cap 622B by implication. Chan Tai Man (\"Chan") and Wong Siu Man (\"Wong\") hold 51% and 15% of the ordinary shares of the Company respectively. The rest of the shares of the Company are held by other shareholders and none of them holds more than 1% of the issued shares individually. Wong is a close -iend of Hung Hei Goon (\"Hung") and is the son of Ip Man (\"111"). Hung and Ip being the only 2 directors of the Company. Wong never gets along with Chan. Hung and Ip rosolve in the board meeting that the Company shall issue new shares and that such shares shall be allotted to Wong only. As a result, the anticipated proportion of shares between Chan and Wong shall become 35% and 51%. Chan overheats that and worries he will lose control of the Company. Hung and [p also propose to raise their remunerations to HK$2 million each. Chan thinks that this is too much. Hung and lp also claim their rental expenses of their residential premises, their children's school fees, their lunch and dinner expenses and their plane ticket expenses when they travelled to Paris on their last holiday trip. Chan also thinks that they are abusing the Company and wishes to alter Article 15 to allow directors to claim such expenses upon being previously approved by the general meeting. Peter, a stationary supplier, supplies goods to the Company for the rst time and his bills (for the amount of Hi6] million) have been outstanding for 13 months. His normal credit term is 3 months. He does not realize that the board does not have the power to enter into the transaction with him. Required: Advise: {b} Chan as to what alternatives he has AND the pros and cons of such alternatives in relation to the issues he has concerns in the case study. [You should not mention the majority rule and the rules on protection of minoritv.}; {1'5 marks) and Peter as to what alternatives he has AND the pros and cons of such alternatives. {25 marks)
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