You are Solicitor A, a legal advisor to The Bauhinia Dispatch (the "Company") since its incorporation. The Company has asked you to help it prepare for the next Board Meeting on Monday 4 April 2022 at 2pm. Separately, you have just been invited to join the board, which you intend to accept. Here are some relevant facts.

The Bauhinia Dispatch is a private Hong Kong incorporated company with an initial share capital of HK$15 million. It has been trading for 3 years now and its last annual turnover for year 2018-2019 was HK$50 million and profits HK$4.8 million. The Company has enjoyed steady growth since the Company's incorporation. The shareholders of the Company are Adam Ho, Bert Ma and Margaret Li who each hold an equal number of ordinary shares. The current directors of the Company are Ms. Ivy, Ms. Rose and Ms. Violet who all are based in Hong Kong. You saw the three directors at the Company's lunar new year lunch and they said you would make a great addition to the board. You will be the fourth director appointed to the board and Ms. Violet calls out to you, "Let's formalise your appointment at the next board meeting. Can you help sort out the documentation?" to which you shout back, "No problem!" The Company has adopted the Model Articles for Private Companies Limited by Shares in their entirety and without modification as provided in Schedule 2 to the Companies (Model Articles) Notice Cap 622H.

Questions

1 Solicitor A has been appointed to the board for a year now. The board of directors consisting of Ms. Ivy, Ms. Rose, Ms. Violet, Ms. Amy Wo and Solicitor A have met several times. The world-renowned Hong Kong cartoonist, Oliver Song, has approached the Company offering a contract to sell his entire life's works spanning five decades including the copyright of the cartoons which illustrate Hong Kong cultural life, for HK$1 million. If the Company agrees, it will own copyright and can licence the cartoons to third parties and collect any royalty payments from the cartoons. Oliver Song has written to the Company several times to propose the idea. The board of the Company have discussed Oliver Song's proposal at three Board Meetings and each time Ms. Ivy, Ms. Rose and Ms. Violet have voted against the proposal while Ms. Amy Wo and Solicitor A have voted in favour of the proposal. The proposal was therefore rejected several times. Ms. Amy Wo thinks the contract proposal is very attractive and would very much like to take it up for her own company. Can Ms. Amy Wo take up the contract? Please explain by considering directors' duties and give reasons for your answer.

2 Last year, the directors resolved at a board meeting that given the ongoing impact of the Coronavirus pandemic, the Company would not distribute dividends for the foreseeable future and instead accumulate cash to weather the downturn in business. However, Bert Ma recently approached the directors and asked the directors to declare dividends for the financial year ended 31 December 2021 so that he can pay for an upcoming family holiday to Japan. The directors decided to declare a final dividend. Margaret Li is unhappy about the directors' decision. Which directors' duties have the directors breached, if any? Please give reasons for your answer.

3. Ms. Margaret Li's only nephew, Joe C, is getting married, and she wishes to transfer 5% of her shareholding in the Company to Joe C as a gift. Joe is an investment banker and has good connections in the finance world which might be helpful for the Company's fundraising in future. Margaret sent the share transfer instrument to the