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.

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 Postgraduate diploma in Corporate Administration.

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.

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:

• miscellaneous amendments made to the Companies Ordinance (Cap.622) by the Companies (Amendment) (No.2) Ordinance 2018 (35 of 2018), including expansion of simplified reporting for corporate groups and alignment of certain concepts with the latest accounting standards;
• reforms in the regulation of auditors, including the expanded regulatory role of the renamed Accounting and Financial Reporting Council, as introduced by the Financial Reporting Council (Amendment) Ordinance 2019 (3 of 2019) and Financial Reporting Council (Amendment) Ordinance 2021 (41 of 2021);
• the phased commencement of the new regime under Part 2 and Part 12 of the Companies Ordinance, together with new subsidiary legislation, for protecting the privacy of directors’ residential addresses and identification numbers of directors and others in the Companies Register and in companies’ own registers of directors.

• UK developments in the law on piercing of the corporate veil, including the UK Supreme Court decision of Hurstwood Properties (A) Ltd v Rossendale Borough Council [2021] 2 WLR 1125;
• developments in case law on directors’ duties, including the duty to take into account creditors’ interests when a company is insolvent (BTI 2014 LLC v Sequana SA [2022] UKSC 25), directors’ duties imposed on parent companies as shadow directors (Cyberworks Audio Video Technology Ltd v Mei Ah (HK) Co Ltd [2020] HKCFI 398) and duty of care of non-executive directors (Moulin Global Eyecare Holdings Ltd v Lee Sin Mei Olivia [2019] 3 HKLRD 833);
• major developments in members’ remedies, including restatement of the no reflective loss principle by the UK Supreme Court in Marex Financial Ltd v Sevilleja [2021] AC 39, and Hong Kong Court of Appeal decisions on the common law derivative action (Wang Pengying v Ng Wing Fai [2021] 1 HKLRD 997) and the power to order damages under the statutory injunction remedy (Re L&A International Holdings Ltd [2020] 4 HKLRD 544);
• further clarification on the principles of corporate attribution in the UK — Singularis Holdings Ltd v Daiwa Capital Markets Ltd [2020] AC 1189;
• decisions of the Court of Final Appeal in Re Hsin Chong Construction Co Ltd (2021) 24 HKCFAR 98 on void dispositions of company property and Shandong Chenming Paper Holdings Ltd v Arjowiggins HKK 2 Ltd [2022] HKCFA 11 on winding up of foreign companies, as well as further Court of First Instance decisions developing the common law principles on the granting of assistance to foreign insolvency office-holders, including for corporate rescue purposes.