Corporate Services for Listed Issuers

Transcription

1 Corporate Services for Listed Issuers Hong Kong

2 1 About Tricor 2 Our Strengths 4 Our Services 7 Key Contacts 8 Tricor Offices

3 Tricor Group (Tricor) is a global provider of integrated Business, Corporate and Investor Services. As a business enabler, Tricor provides outsourced expertise that allows our clients to concentrate on what they do best Building Business. About Tricor Tricor comprises Tricor Holdings Limited, subsidiaries and associated companies, with a staff strength of over 2,000 and a network of offices in 37 cities across 20 countries / territories. Tricor offices are located in Hong Kong (Head Office), Mainland China and Macau, Australia, Barbados, British Virgin Islands, Brunei, Cayman Islands, Dubai UAE, India, Indonesia, Ireland, Japan, Korea, Labuan, Malaysia, Singapore, Thailand, the United Kingdom and Vietnam. In most of the countries / territories in which Tricor operates, our professional specialists provide a comprehensive range of services including the following: Business Advisory; Entity Formation; Corporate Governance, Corporate Administration & Secretarial; Trust & Fiduciary Services; Accounting & Financial Reporting; Payroll, Payment & Treasury Administration; Services for New Issues / Initial Public Offerings & Registry Management; Tax Services; China Entry & Consulting; Executive Search; Management Consulting; Human Resource Consulting; and Fund Administration. Our client portfolio includes over 1,000 companies listed on the Hong Kong Stock Exchange, more than 500 companies listed in Singapore and Malaysia, over 40 per cent of Fortune Global 500 companies, as well as a significant share of multinationals and private enterprises operating across international markets. Tricor s mission is to be the Business Enabler of Choice. Corporate Services for Listed Issuers 1

4 Tricor attracts the best personnel in the corporate services profession and has an outstanding record of service in the Trust and Company Service Provider (TCSP) sector. Our knowledge and understanding of the latest statutory and regulatory requirements equip us to provide the highest quality services for your company, whether in supporting essential functions such as corporate governance, compliance and ongoing company administration, or assisting in special undertakings such as corporate restructuring or setting up of trusts. Our Strengths Corporate Services Professionals Capabilities Clients 2 Corporate Services for Listed Issuers

5 Corporate Services Professionals Tricor is the largest employer of Chartered Secretaries and corporate services professionals in Hong Kong with a headcount of around 200. Tricor Corporate Services comprises a strong team of executives at Director, Senior Manager and Manager levels as well as a large number of corporate secretarial professionals. A substantial number of these professionals are corporate secretarial experts with Fellow/ Associate/Graduate membership of The Hong Kong Institute of Chartered Secretaries (HKICS) and The Institute of Chartered Secretaries and Administrators (ICSA) or law degree holders. Clients Tricor currently provides corporate secretarial services to over 150 listed issuers on the Hong Kong Stock Exchange. The majority of our current listed clients are Main Board issuers; over 10% are H share issuers and real estate investment trusts (REITs). Tricor executives act as Named Company Secretary for a number of listed clients, the majority of which are Main Board issuers, including H share issuers, dual-listed issuers, REITs and HDR issuers. Capabilities Our capabilities include, inter alia, the following: A sizable team of professionals with extensive exposure to different businesses Insightful knowledge and understanding of the statutory and regulatory regime Well-established mechanisms, processes and procedures Value-added services from other business lines and offices of the Tricor Group Effective partnering with a closely-knit network of prestigious business partners Corporate Services for Listed Issuers 3

6 Tricor Corporate Services supports listed issuers in corporate governance and compliance, in accordance with the requirements of the Securities and Futures Ordinance and the Companies Ordinance of the Hong Kong Special Administrative Region (HKSAR) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (Listing Rules). Our Services Named Company Secretary or Joint Company Secretary or Assistant to Company Secretary Services Annual Compliance Services Authorized Representative / Person Services Provision of Principal Place of Business in Hong Kong Publication of Annual, Interim and Quarterly Results and Reports Publication of Corporate Governance Report Conduct of Annual General Meeting Obtaining General Mandate for Repurchase and Issue of Shares Other Corporate Governance Advisory and Corporate Secretarial Services Board Committees Matters Code of Conduct, Compliance Manual and Other Corporate Governance issues Changes in Directorate and Officers Amendments to Constitutional Documents and Matters regarding Capital Structure Ad hoc Transactions and Other Regulatory Compliance Services 4 Corporate Services for Listed Issuers

7 Tricor Corporate Services supports listed clients in routine as well as ad hoc matters, including acting as named Company Secretary or joint Company Secretary or Assistant to Company Secretary, authorized representative or alternate authorized representative, and providing facilities such as place of business. For listed issuers such as H share, red chip or dual-listed issuers that operate their core business outside Hong Kong, the possible lack of knowledgeable staff and a physical office in Hong Kong locally may make the handling of compliance matters an issue. Tricor resolves the issue by offering outsourcing services such as those aforesaid, thus facilitating costeffective resources management for these issuers. Named Company Secretary or Joint Company Secretary or Assistant to Company Secretary Services Assignment of a Corporate Services Director or senior executive, who is a qualified person (either a Chartered Secretary or a qualified solicitor or a qualified accountant) under the Listing Rules, to act as the named Company Secretary or joint Company Secretary or assistant to Company Secretary of the listed issuer Provision of supporting corporate secretarial services to the Company Secretary of the listed issuer Annual Compliance Services Authorized Representative / Person Services Provision of an authorized representative in Hong Kong as required by the Companies Ordinance of the HKSAR Provision of an authorized representative or an alternate authorized representative as principal communication channel between listed issuer and the Hong Kong Stock Exchange as required by the Listing Rules Provision of Principal Place of Business in Hong Kong Provision of principal place of business in Hong Kong as required by the Companies Ordinance of the HKSAR Publication of Annual, Interim and Quarterly Results and Reports Preparation of a timetable with a schedule of events to ensure timely publication of financial results Drafting of the necessary reminders to directors on "black-out periods" during which directors are prohibited from dealing in any securities of the listed issuer in accordance with regulatory requirements Review of results announcements and annual, interim and quarterly reports from a company secretarial viewpoint to ensure compliance with the Listing Rules Drafting of the necessary documents, such as notices and agendas for board meetings and audit committee, nomination committee and remuneration committee meetings; attendance at these meetings as required; and preparation of the relevant minutes Publication of Corporate Governance Report Provision of checklists to ascertain if the listed issuer has (i) applied the corporate governance principles set out in the Corporate Governance Code as contained in the Listing Rules; and (ii) complied with or deviated from the code provisions and in the case of deviations, considered reasons Assistance for the preparation of the corporate governance report, based on information provided by the listed issuer and in accordance with the disclosure requirements in the Listing Rules Provision of an authorized person, as and where necessary, to accept service of process and notices in Hong Kong as required by the Listing Rules Corporate Services for Listed Issuers 5

8 Conduct of Annual General Meeting Drafting of the necessary documents, including notice convening the annual general meeting, proxy form, attendance reply slip (as applicable), script for the chairman of the meeting and voting results announcement in compliance with the Listing Rules and the laws of the place of incorporation of the listed issuer Attendance at the annual general meeting and advice on proceedings of the meeting and voting procedures in accordance with the provisions of the articles of association and/or bye-laws, the laws of the place of incorporation of the listed issuer and the Listing Rules, and preparation of minutes of the meeting Obtaining General Mandate for Repurchase and Issue of Shares Drafting of the relevant documents, including the circular to shareholders, the relevant resolutions, the listed issuer s confirmation and directors undertaking for submission to the Hong Kong Stock Exchange Other Corporate Governance Advisory and Corporate Secretarial Services We provide advisory services on corporate governance and offer tailor made services and best solutions to assist listed clients in corporate actions and compliance with regulatory requirements in relation to the following. Board Committees Matters Establishment of the following committees of the board and other committees: Audit committee Remuneration committee Nomination committee Code of Conduct, Compliance Manual and Other Corporate Governance issues Model Code / Code of Conduct for securities transactions by directors Written guidelines for relevant employees regarding their dealings in securities Changes in Directorate and Officers Changes in directorate, supervisor, chief executive, authorized representative, sponsor, compliance adviser, company secretary, auditors and share registrar Amendments to Constitutional Documents and Matters regarding Capital Structure Amendments to Articles of Association and/ or Bye-laws Increase in capital Disclosure of interests pursuant to Part XV of the Securities and Futures Ordinance, HKSAR Ad hoc Transactions and Other Regulatory Compliance Services Notifiable transaction and connected transaction Website communication Adoption of share option scheme Bonus issue of shares and/or warrants Scrip dividend Changes in financial year end, registered address and place of business 6 Corporate Services for Listed Issuers

9 Key Contacts Please contact any of the following Tricor executives for enquiries or assistance: Johnny Ng Group Chief Executive & Group Managing Director Tel: (852) Julian Chow Group Managing Director Tel: (852) Natalia Seng Chief Executive Officer - China & Hong Kong Tel: (852) natalia.seng@hk.tricorglobal.com Executive Directors Betty Yeung Tel: (852) betty.yeung@hk.tricorglobal.com Susan Lo Tel: (852) susan.lo@hk.tricorglobal.com Paul Moyes Tel: (852) paul.moyes@hk.tricorglobal.com Directors Corporate Services Amy Ho Tel: (852) amy.ho@hk.tricorglobal.com Connie Luk Tel: (852) connie.luk@hk.tricorglobal.com Caron Lee Tel: (852) caron.lee@hk.tricorglobal.com Cynthia Wong Tel: (852) cynthia.wong@hk.tricorglobal.com Clare Ng Tel: (852) clare.ng@hk.tricorglobal.com Esther Choy Tel: (852) esther.choy@hk.tricorglobal.com Eva Ngai Tel: (852) eva.ngai@hk.tricorglobal.com Ivy Chow Tel: (852) ivy.chow@hk.tricorglobal.com Kitty Chan Tel: (852) kitty.chan@hk.tricorglobal.com Patsy Cheng Tel: (852) patsy.cheng@hk.tricorglobal.com Wendy Kam Tel: (852) wendy.kam@hk.tricorglobal.com Rita Li Tel: (852) rita.li@hk.tricorglobal.com Winnie Yuen Tel: (852) winnie.yuen@hk.tricorglobal.com Wendy Ho Tel: (852) wendy.ho@hk.tricorglobal.com YT Soon Tel: (852) yt.soon@hk.tricorglobal.com Corporate Services for Listed Issuers 7

10 Our Global Reach Our Global Reach OTHER OFFICES AUSTRALIA Tricor Chew Pty Limited BARBADOS Tricor Caribbean Limited Caribbean Corporate Services Limited BRITISH VIRGIN ISLANDS Tricor Services (BVI) Limited BRUNEI Tricor (B) Sdn Bhd CAYMAN ISLANDS Tricor Services (Cayman Islands) Limited DUBAI UAE Tricor Praesidium Limited INDIA SKP Tricor Corporate Services Pvt Ltd INDONESIA PT Amalgamated Tricor IRELAND MBSL Limited

11 CHINA and HONG KONG (HEAD OFFICE) HONG KONG Tricor Services Limited Level 54 Hopewell Centre 183 Queen s Road East Hong Kong Tel: (852) Fax: (852) info@hk.tricorglobal.com MAINLAND CHINA Beijing Tricor Consultancy (Beijing) Limited Suite 1803, 18/F Tower 1, Prosper Center No.5 Guanghua Road Chaoyang District Beijing , China Tel: (86) Fax: (86) info@cn.tricorglobal.com Chengdu Tricor Consultancy (Beijing) Limited Chengdu Branch Room 1133, Level 11, Square One No. 18 Dongyu Street, Jinjiang District Chengdu , China Tel: (86) info@cn.tricorglobal.com Shanghai Tricor Consultancy (Beijing) Limited Shanghai Branch Room /F, Shanghai Central Plaza 381 Huai Hai Zhong Road Shanghai , China Tel: (86) Fax: (86) info@cn.tricorglobal.com Shenzhen Tricor Consultancy (Beijing) Limited Shenzhen Branch Room Shun Hing Square Di Wang Commercial Centre 5002 Shennan Road East Shenzhen , China Tel: (86) Fax: (86) info@cn.tricorglobal.com MACAU Tricor Services (Macau) Limited 17 Andar E Praia Grande Commercial Centre No , Av. Da Praia Grande Macau Tel: (853) Fax: (853) tricor@macau.ctm.net Guangzhou Tricor Consultancy (Beijing) Limited Guangzhou Branch Room 2301, A06-A07, 23/F, Tower A, Center Plaza 161 Linhexi Road, Tianhe District, Guangzhou , China Tel: (86) info@cn.tricorglobal.com JAPAN Tricor K.K. info@jp.tricorglobal.com KOREA International Outsourcing Inc. info@ioikorea.com MALAYSIA Tricor Services (Malaysia) Sdn Bhd info@my.tricorglobal.com SINGAPORE Tricor Singapore Pte Ltd info@sg.tricorglobal.com UNITED KINGDOM Tricor Services Europe LLP info@uk.tricorglobal.com VIETNAM Tricor Vietnam Company Limited contact@tsvservices.com LABUAN Tricor Trustco (Labuan) Limited info@my.tricorglobal.com THAILAND Tricor Outsourcing (Thailand) Limited Tricor Executive Recruitment Limited info@th.tricorglobal.com Corporate Services for Listed Issuers 9

12 The Business Enabler of Choice Copyright 2017 Tricor Services Limited. All rights reserved.