Compliance & Company Secretarial Practice of Hong Kong Listed Companies, Second Edition

Authors:

Andrew Tsang

FCG HKFCG, BBA (Hons), MBA, JD, MAPP

Andrew Tsang has over 30 years of experience in full-time compliance, corporate governance, and company secretarial practice in listed companies, private companies, and professional firms. Andrew is a fellow member of The Chartered Governance Institute (CGI) and The Hong Kong Chartered Governance Institute (HKCGI). Andrew is a former part-time lecturer and tutor of several tertiary institutions in Hong Kong for teaching company secretarial practice courses from diploma to postgraduate degree level. Andrew holds both Bachelor (Honours) degree and Master degree in Business Administration. Andrew obtained his Juris Doctor degree from The Chinese University of Hong Kong and Master of Arts degree in Practical Philosophy from Lingnan University. Andrew is one of the authors of the books "Compliance and Company Secretarial Practice of Hong Kong Listed Companies" and "Concise Guide: Compliance and Company Secretarial Practice of Hong Kong Private Companies," both published by Sweet and Maxwell in 2014 and 2017 respectively.

Ricky Lai

FCG HKFCG(PE)

Mr. Ricky Lai is the named company secretary of a company listed on the Main Board of the Stock Exchange who is responsible for handling company secretarial affairs, monitoring corporate compliance, and participating in the development of the group's corporate affairs. Mr. Lai is also the visiting lecturer of several tertiary institutions in Hong Kong. Mr. Lai obtained his Bachelor of Laws and Master of Laws from The University of London. Mr. Lai is a fellow member of HKCGI and The Chartered Governance Institute and a holder of the Practitioner's Endorsement Certificate issued by HKCGI.

Francis Cheng

ACG, HKACG, BAcc (Hons), PGDipCA

Francis Cheng has accumulated over 25 years of professional experience in the domains of corporate governance, regulatory compliance, company secretaryship, and investor relations. He has served as the designated company secretary for numerous Hong Kong-listed companies and provides consultancy services to small and medium-sized enterprises, assisting them in achieving operational excellence and regulatory compliance. His areas of expertise include a wide range of corporate transactions, corporate restructuring, ESG reporting, and developing an effective investor relations strategy. He is an associate member of both HKCGI and The Chartered Governance Institute (UK). Francis holds a Bachelor's (Honours) Degree in Accounting and Finance and a Postgraduate Diploma in Corporate Administration.

Description:

Compliance and Company Secretarial Practice of Hong Kong Listed Companies, Second Edition is fully updated with the latest rules, codes, ordinances, and regulations and is an invaluable reference material for the company secretarial practitioners and corporate governance professionals. By setting a fictitious listed company in a range of real-life scenarios, this publication demonstrates how company secretarial practitioners perform all compliance functions for a Hong Kong listed company by applying the respective laws, rules, and regulations. It ensures the seamless day-to-day operations of all Hong Kong listed companies.

Subsequent to the first edition, the authors confidently introduce various updates on amendments and new rules on the HKEx's Listing Rules (LR), SFC's Takeover Codes, Securities and Futures Ordinance, and Hong Kong Companies Ordinance. These include, but are not limited to:

• The reforms on the delisting process;
• Amendments on backdoor listing and continuing listing criteria;
• Changes relating to disciplinary powers and sanctions, enhancements and streamlining of dual-primary listings and secondary listings for overseas issuers with weighted voting rights (WVR) structures and without WVR;
• The new structure (LR Chapters 19 and 19C), the implementation of a listing regime for Biotech Companies (LR Chapter 18A), Special Purpose Acquisition Companies (SPACs) (LR Chapter 18B) and Specialist Technology Companies (LR Chapter 18C);
• The latest listing reforms and new requirements on share schemes, a paperless listing regime, treasury shares;
• Climate-related disclosures under the Environmental, Social and Governance (ESG) Framework and the reform of Corporate Governance Code are also introduced and discussed.