SEMINARS (NOVEMBER JANUARY 2006)

Transcription

1 SEMINARS (NOVEMBER JANUARY 2006) The HKICS is a Continuing Professional Development (CPD) course provider accredited of Hong Kong and a Continuous Professional Training (CPT) provider recognized by the Securities and Futures Commission. Date: 10 November 2005 (Thursday) Topic: Connected Transactions An Overview Level: Introductory / Update Language: Cantonese (Supplemented with English Material) Presenters: Mr Conrad Chan, Partner, Mallesons Stephen Jaques, and Ms Cindy Ng, Legal Counsel, Kerry Logistics Network Limited Meaning of "connected persons", definition of "associates" and treatment of non-wholly owned subsidiaries Five tests and their application Types of connected transactions: - Connected transactions involving persons who are not connected persons - Continuing connected transactions - Financial assistance - Exempted connected transactions Compliance obligations for connected transactions: - Notification - Press announcement - Other disclosures and shareholders' approval Date: 11 November 2005 (Friday) Topic: The New Corporate Governance Regime under the Listing Rules Level: Introductory / Update Language: Cantonese (Supplemented with English Material) Ms Shirley Lau, Partner, Troutman Sanders SCOPE Learning Centre, 8/F United Centre, 95 Queensway, Admiralty, Hong Kong General overview of the new Code on Corporate Governance Practices Areas of interest - Role of Chairman and Chief Executive Officer - Board Committees: Audit Committee and Remuneration Committee - Appointment, re-election and removal of directors - Division of responsibility between the Board and the management Proposed course of action for compliance P. 1

2 NOVEMBER SEMINARS Date: 15 November 2005 (Tuesday) Topic: Dealing with the Regulators Level: Introductory / Update Language: English Mr James Gardner, Partner, Linklaters The Regulatory Structure Dealing with the SFC - Inquiries - Investigations Dealing with the Stock Exchange/Futures Exchange Dealing with the HKMA - Powers under SFO/Banking Ordinance - Approach Dealing with a regulatory raid of your premises - What powers does the regulator have to seize documents and ask questions? - What rights do you have? Practical solutions - Controlling documents - Maximising use of legal privilege and other protections Case studies Date: Time: 19 November 2005 (Saturday) 10:00 a.m. - 12:10 p.m. (registration from 9:45 a.m.) Topic: Tips for Completion and Filing of Forms and Use of Electronic Search Services /Cantonese Presenters: Ms Belinda Keung, Assistant Registry Manager (Registration), Companies Registry Ms Ivy Poon, Assistant Registry Manager (Public Search), Companies Registry Highlights of the Seminar: Completion and Filing of Forms - Different categories of forms to be filed (for instance, annual returns, directors and secretaries) - Tips for completion of forms e.g. AR1, AR2, AR3, D1, D2A, D2B - Usual mistakes to avoid The HKICS is a Continuing Professional Development (CPD) course provider accredited of Hong Kong and a Continuous Professional Training (CPT) provider recognized by the Securities and Futures Commission. Use of Electronic Search Services - Search modes, types of searches and fee scale - Steps for performing online searches, e.g. company name index, image record search etc. - Tips for performing company search and FAQ on the Electronic Search Services P. 2

3 NOVEMBER SEMINARS Date: 15 December 2005 (Thursday) Topic: How to operate a BVI Company under the New Legislation Ms Suzanne Callister, Senior Vice President, Sales & Marketing, Offshore Incorporations HK Ltd Starting from January 1, 2006, all BVI Companies will be required to incorporate under the new BVI Business Companies Act. The seminar will provide an overview on the new corporate requirements for operating a company under the new Act. Topics of interests include: Types of companies Distributions and dividends Incorporation procedures Registration of charges and priorities charges Company names Records keeping Requirements and amendments of Directors interests Memorandum & Articles of Association Members Shares and rights Continuation Date: 22 November 2005 (Tuesday) Topic: The Takeovers Code in Hong Kong Presenters: Mr John Gale, Partner, Stephenson Harwood & Lo and Mr Lawrence Chan, Solicitor, Stephenson Harwood & Lo Outline of the Takeovers Code - General Principles - Concert parties - Responsibilities of bidder and target - Share repurchases - Whitewashes Case study Recent developments Date: 24 November 2005 (Thursday) Topic: Hong Kong Code on Corporate Governance Mr Derek Jackson, Senior Manager, KPMG Key areas of the seminar: Introduction / Background Implementation and Transitional Arrangements Amendments to the Main Board Rules / GEM Rules Code on Corporate Governance Practices General Requirements of the Code Principles of Good Governance, Code Provisions and Recommended Best Practices - Directors - Remuneration of Directors and Senior Management - Accountability and Audit - Delegation by the Board - Communication with Shareholders Corporate Governance Report General Mandatory Disclosure Requirements Recommended Disclosures Amendments to other parts of the Main Board Rules / GEM Rules P. 3

4 NOVEMBER & DECEMBER SEMINARS Date: 28 November 2005 (Monday) Topic: Public Sector Governance & the Role of the Audit Commission Mr Benjamin Tang, Director of Audit, Audit Commission, The Government of the Hong Kong Special Administrative Region Key areas of the seminar: Corporate governance and accountability in the public sector Role and duties of the Director of Audit Work of the Audit Commission - Regularity audit - Value for money audit Value for money audit approach and methodology Date: 1 December 2005 (Thursday) Topic: A practical guide to Pre-Listing Preparation Level: Introductory / Update Language: Cantonese Presenters: Mr Peter Chen, Senior Associate, Simmons & Simmons Overview of listing in Hong Kong PRC approval Pre-IPO issues such as reorganisation, property issues, due diligence, verification and so on Comparison of the rules of listing between the main board and GEM Timetable Connected transactions Date: Time: 3 December 2005 (Saturday) 10:00 a.m. - 12:10 p.m. (registration from 9:45 a.m.) Topic: Shareholders Disputes: The Basic Legal Principles and the New Law /Cantonese Presenters: Mr Ludwig Ng, LL.M., Senior Partner of Messrs. Or, Ng & Chan, & Mr Sherman Yan, LL.M., Head of litigation of Messrs. Or, Ng & Chan With the coming into effect of the Companies (Amendment) Ordinance 2004 in July this year, the law relating to shareholders disputes has undergone significant changes. This seminar will review the basic principles governing shareholders disputes and assess the impact of the new amendments. Topics to be discussed will include:- The legal framework for resolving shareholders disputes The practical aspects of shareholders litigation Buy-out and valuation of shares The impact of the new amendments Case studies P. 4

5 HH II JJJ XX ]]] ŸŸ Ü THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES DECEMBER SEMINARS Date: 6 December 2005 (Tuesday) Topic: Continuing Obligation- in respect of Disclosure Level: Introductory / Update Language: English/Cantonese Ms Susan Lo, Director of Corporate Services, Tricor Services Limited Background and outline of Chapter 13 of the Main Board Listing Rules Guiding principle for Disclosure General disclosure obligation under R13.09 Specific situations for disclosure under R13.12 to 19 How to handle price-sensitive information How to satisfy the general disclosure obligation 3:00 5:00 (!#" : $&% 2:45' (*) +!,-.0/!1203!4567!89:; <= >?@A-0BC&DE F*G HI H IJ (KL M!NNO&PQ0RS&5TUWVYX X Z\[[Z Z\[[Z^] _a`bc!dfehgi!j0k#lmnopqrts!u#vlw ' _axyz{ }e~jk# gi L0! ƒ rts&ˆ 0Š! u!lw ' ŒŽ M ^! š œ!ž! š œ!ž Ÿ Ÿ * Uœœ/# 0/} «ª 0!Uœœ/} ««±#²³ µ j ¹º!p»¼w½¾& À _Á¹º#p»ÃÄÅÆÇ#ÈÉ!ÊË _Á¹º#p»&ÇÌÍÎÏÐ _ÁÑÒ#ÓÂÔ&ÕÖt &ØÙÚ ÛÝÜÁÞß0à#áâ ÑÒãäÕ&åæ çéè0êtëìå0æîíðïñ òôóõö! øù òýúû0ñò#óâôýü çéþìåæ ÿ ì \Ü Ô à Õ ö ç "!# 67(8 9:;<= à üü ç A.B! # à Õ C) D E à ÿ%$&ê '( à ò*) +,0ê- ò Þ./ß"0 Ö!ÑÒWã#ä(12 /354 Õ à ò P. 5

6 DECEMBER SEMINARS Date: 13 December 2005 (Tuesday) Topic: An Update of the Hong Kong Financial Reporting Standards on Property, Plant and Equipment Level: Introductory / Update Language: Cantonese Ms Anthea Law, Manager, Technical Department, Deloitte Touche Tohmatsu Overview of HKAS 16 Property, plant and equipment and key changes from old SSAP Overview of HKAS 17 Leases and key changes from old SSAP Overview of HKAS 40 Investment property and key changes from old SSAP Special topic: Treatment of leasehold land Date: 16 December 2005 (Friday) Topic: Listing Issues for PRC Companies Presenters: Mr Michael Fosh, Partner, Chief Representative (Beijing), Herbert Smith LLP, & Mr Gary Lock, Managing Partner (Shanghai Office), Herbert Smith LLP SCOPE Learning Centre, 8/F United Centre, 95 Queensway, Admiralty, Hong Kong In this seminar, the presenters will discuss topical issues involving the listing of PRC companies and businesses. The talk will examine the effect on overseas investment by PRC residents of the various notices issued by the State Administration for Foreign Exchange, including the impact on "red-chip" listings, and explain the Stateowned share reform and examine its impact on existing issuers. The speakers will also touch on notable developments in the process of listing PRC companies on the Hong Kong Stock Exchange. Date: Time: 17 December 2005 (Saturday) 10:00 a.m. - 12:10 p.m. (registration from 9:45 a.m.) Topic: Case Study on the Legal Procedures and Planning for Setting Up Wholly Foreign Owned Company in Guangzhou City PRC and Its Newly Launched Regulations Level: Introductory / Update Language: Cantonese Mr Lawrence Lau, Barrister-at-law & Certified Public Accountant This seminar will focus on China newly launched regulations to analyze the practical procedures to set up the newly allowing business of trading type of company. Explaining legal procedures and different registration documents for setting up a new company in China Analyse the Pros and Cons, restrictions and solutions of running various types of companies in the Mainland: - Foreign owned enterprise - Sino-foreign co-operation enterprise - Sino-foreign joint venture P. 6

7 DECEMBER & JANUARY SEMINARS The HKICS is a Continuing Professional Development (CPD) course provider accredited of Hong Kong and a Continuous Professional Training (CPT) provider recognized by the Securities and Futures Commission. Date: 20 December 2005 (Tuesday) Topic: Drafting of the Prospectus for Debt and Equity Issuances Ms Susie Cheung, General Counsel and Company Secretary, The Hong Kong Mortgage Corporation Limited General overview of the processes for debt and equity issuances Review of the prospectus regime under the Companies Ordinance/Securities and Futures Ordinance/Listing Rules Contents of the Prospectus Legislative and regulatory issues Date: 6 January 2006 (Friday) Topic: Comparison of popular offshore jurisdictions - British Virgin Islands, Anguilla, Samoa and Seychelles Ms Suzanne Callister, Senior Vice President, Sales & Marketing, Offshore Incorporations HK Ltd. Overview and comparison of popular offshore jurisdictions used in Asia Common uses, Advantages & Benefits of each jurisdiction Case Studies Date: 10 January 2006 (Tuesday) Topic: Bankruptcy Level: Introductory / Update Language: Cantonese / English Ms Mabel Tsang, Senior Manager, Ernst & Yong Transactions Limited New amendments in the Bankruptcy Ordinance Effects of these new amendments Roles and duties of trustees Assets realisation in bankruptcy cases P. 7

8 ENROLMENT FORM November 2005 to January 2006 Application Procedures: 1. Applications are accepted on a first-come first-served basis. 2. Please fax in your enrolment to Please call if you do not receive a fax/ confirmation three days after your enrolment. 3. To guarantee a place, payment is required within four days after the confirmation of enrolment. 4. Refunds are not available, but substitute attendees are welcome. Please notify us of the new name one day in advance. 5. The Institute reserves the right to change the listed presenter, date or venue if necessary. Any change of date and venue will be notified by fax/ If you need to claim CPD points from The HKICS, please ensure that the enrolment form records your name and membership number exactly as stated on your membership card. Please remember to bring your HKICS membership card for registration at the seminar. 7. If you need to claim CPD points from The Law Society of Hong Kong, please ensure that the enrolment form records your name and membership number exactly as stated on your practising certificate or registered trainee solicitor contract. Please remember to bring your Law Society membership card for registration at the seminar. 8. This form, together with a cheque payable to HKICS, should be sent to The HKICS, 3/F, Hong Kong Diamond Exchange Building, 8 Duddell Street, Central, Hong Kong Pls tick the seminar(s) you wish to enrol Date Topic 10 th Nov (Thu) Connected Transactions An Overview 11 th Nov (Fri) The New Corporate Governance Regime under the Listing Rules 15 th Nov (Tue) Dealing with the Regulators 19 th Nov (Sat) Tips for Completion and Filing of Forms and Use of Electronic Search Services 22 nd Nov (Tue) The Takeovers Code in Hong Kong 24 th Nov (Thu) Hong Kong Code on Corporate Governance 28 th Nov (Mon) Public Sector Governance & the Role of the Audit Commission 1 st Dec (Thu) A practical guide to Pre-Listing Preparation 3 rd Dec (Sat) Shareholders Disputes: The Basic Legal Principles and the New Law 6 th Dec (Tue) Continuing Obligation- in respect of Disclosure 10 th Dec (Sat) FHGIJLKHMONLPHQHRTSUHVWLXZY 13 th Dec (Tue) An Update of the Hong Kong Financial Reporting Standards on Property, Plant and Equipment 15 th Dec (Thu) How to operate a BVI Company under the New Legislation 16 th Dec (Fri) Listing Issues for PRC Companies 17 th Dec (Sat) Case Study on the Legal Procedures and Planning for Setting Up Wholly Foreign Owned Company in Guangzhou City PRC and Its Newly Launched Regulations 20 th Dec (Tue) Drafting of the Prospectus for Debt and Equity Issuances 6 th Jan (Fri) Comparison of popular offshore jurisdictions - British Virgin Islands, Anguilla, Samoa and Seychelles 10 th Jan (Tue) Bankruptcy Full Name : Membership Number: Company Name : Job Title : Mailing Address : Tel no. : Fax no. : Address: Payment enclosed: HKICS Members/Students HK$ Non-members HK$ $100 Cash Coupon Attached. LESS HK$ Net Total : Please tick if you would like to claim CPD points from the HKICS. Please tick if you would like to claim CPD points from The Law Society of Hong Kong. HK$ Venue Location Map: For Office Use Only Please visit the Institute s website at P. 8