THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES

THE HONG KONG INSTITUTE OF CHARTERED SECRETARIES Convertible Bonds Issue of convertible bond is one of the commonly used ways for fund raising. The seminar will be focus on the discussion of: structure of convertible bonds legal issues relating to the issue of convertible bonds implications of issuing convertible bonds by listed companies case study illustrating the merits and disadvantages for issuing convertible bonds by listed companies 7 January 2010 (Thursday) 6.45 p.m. 8.15 p.m. (registration from 6.30 p.m.) Presenter: Mr Tom Chau, Partner, Herbert Smith Intermediate English / Cantonese United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong HK$295 for HKICS members and HK$340 for non-members Transfer and Repurchase of Shares for Private Company In this seminar, the speakers will cover the following aspects with a practical approach: Transfer of Shares restrictions for a share transfer of private companies what is required to effect a share transfer what documents are required by Stamp Office stamp duty issues s45 relief of Stamp Duty Ordinance The HKICS : 3 Repurchase of Shares out of distribute profits out of the proceeds of a fresh issue of shares out of capital Presenters: 9 January 2010 (Saturday) 9.30 a.m. 12.40 p.m. (registration from 9.15 a.m.) Ms Gloria Ma, Director, Head of Registration and Compliance Services Corporate Secretarial, KCS Hong Kong Limited Ms Chris Ho, Manager, KCS Hong Kong Limited Intermediate Cantonese Suite 812, 8/F, Jardine House, 1 Connaught Place, Central, Hong Kong HK$530 for HKICS members and HK$580 for non-members

PCCW s privatisation: controversy and legal issues The legal requirements for capital reduction and privatisation Chronology of Events in PCCW episode PCCW related background information Privatisation process The Scheme contents Controversies arisen from the case SFC Intervention Legal issues discussed in CFI and CA The speaker will also go through with audience the process involved in this episode and explain and why PCCW failed in the present case. 11 January 2010 (Monday) 6.45 p.m. 8.15 p.m. (registration from 6.30 p.m.) Presenter: Mr Richard Leung, Barrister-at-Law, Des Voeux Chambers and Former President, HKICS Intermediate Cantonese / English United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong HK$295 for HKICS members and HK$340 for non-members Cayman Islands Legal and Regulatory Update Principles of corporate law of the Cayman Islands Recent developments of Cayman Islands corporate law A highlight of the differences between the Cayman Islands and the Hong Kong Companies Ordinance Presenter: 13 January 2010 (Wednesday) 6.45 p.m. 8.15 p.m. (registration from 6.30 p.m.) Mr Richard Spooner, Senior Associate, Maples and Calder Update English Suite 812, 8/F, Jardine House, 1 Connaught Place, Central, Hong Kong HK$295 for HKICS members and HK$340 for non-members

Connected Transactions What is a connected transaction? - The ten legs of the definition of a connected transaction - Who is a connected person? - Who is an associate? - Non wholly-owned subsidiaries What is a continuing connected transaction? Exemptions Recent changes and proposed changes to the relevant Listing Rules The HKICS : 2.5 15 January 2010 (Friday) 2.30 p.m. - 5.10 p.m. (registration from 2.15 p.m.) Presenter: Ms Katherine U, Partner, Jones Day Update Cantonese / English Suite 812, 8/F, Jardine House, 1 Connaught Place, Central, Hong Kong HK$480 for HKICS members and HK$530 for non-members An overview of CEPA and its latest development Overview of Hong Kong-Mainland bilateral trade CEPA provisions and update on Supplement VI CEPA Implementation Business opportunities to overseas investors The HKICS : 1 Presenter: 19 January 2010 (Tuesday) 6.45 p.m. 7.45 p.m. (registration from 6.30 p.m.) Ms Peony Leung, Principal Trade Officer, Trade and Industry Department, The Government of the Hong Kong Special Administrative Region Update English Suite 812, 8/F, Jardine House, 1 Connaught Place, Central, Hong Kong HK$210 for HKICS members and HK$250 for non-members

Using Mediation to resolve shareholder disputes In this seminar, the speakers will discuss: General introduction to mediation - concepts of mediation/comparison with litigation, arbitration/mediation process/role of a mediator Minority shareholders disputes in Hong Kong/the current dispute resolution processes/practice Direction 3.3 Appropriateness of using mediation to resolve minority shareholder disputes Future developments of mediation in Hong Kong and introduction of Hong Kong Mediation Council Presenters: 19 November 2009 Rescheduled to 20 January 2010 (Wednesday) 6.45 p.m. 8.15 p.m. (registration from 6.30 p.m.) Ms Jody Sin, Chairperson, General Mediation Interest Group, Hong Kong Mediation Council Mr Christopher To, Council member, Hong Kong International Arbitration Centre Mr Roy Cheng, Practising Mediator and a member of the General Mediation Interest Group, Hong Kong Mediation Council Introductory Cantonese United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong The Law Society : 1.5 HK$295 for HKICS members and HK$340 for non-members

Preparation of Corporate Governance Reports The form and content of the Hong Kong Corporate Governance Report (CGR) is not prescriptive, except that the company must comply with the mandatory disclosure requirements. It was therefore interesting to observe the differentiation in the level of documentation of the corporate governance practices. Many companies gave detailed descriptions in the own words with diagrams which made it very easy to read and find information, providing us with a level of confidence about the way the company was being led. Hong Kong listed companies have generally improved their attitudes towards corporate governance since the Code on Corporate Governance Practices (the Code ) was first launched in 2005. However, still in some circumstances companies paraphrased disclosure exactly from the Code giving just the minimum amount of information required. In an effort to advance the governance practices of publicly listed companies further, the Hong Kong Stock Exchange (HKEx) introduced some revisions to the Code, with effect from 1 January 2009. the HKEx revision to the Code; the mandatory disclosure requirements of CGR; provide insight into the concepts and objectives of the Code principles, provision and recommended practices; how company could make changes to practices and disclosures so as to continually in delivering shareholder value; and how some of the Hang Seng Composite Index companies prepare their CGRs. Key areas including: Corporate governance - general Non-executive directors Board and committees - general Audit Committee Remuneration committee Nomination committee Internal control and risk management Shareholders relations Corporate social responsibility The HKICS : 2.5 Presenter: 26 January 2010 (Tuesday) 2.30 p.m. - 5.10 p.m. (registration from 2.15 p.m.) Mr Patrick Rozario, Principal, Business Risk Services, Grant Thornton Update English / Cantonese United 812, 8/F, Jardine House, 1 Connaught Place, Central, Hong Kong HK$480 for HKICS members and HK$530 for non-members

How and when to use independent professional valuation Nowadays, professional independent valuation service is taking a more important role in the compliance activities, such as: connected transaction. Therefore, there is need for chartered secretary to have a better understanding of the valuation processes, when should we engaged a professional valuer, and other facts surrounding the whole subject matter. In this seminar, the speaker will briefly outline the valuation processes for different subjects: including valuation approaches, preference approaches of HKEx and major audit firms. The seminar also cover when should a company secretary engaged an independent professional valuation firm. 4 February 2010 (Thursday) 6.45 p.m. 8.15 p.m. (registration from 6.30 p.m.) Presenter: Mr Simon Mak, CEO, Ascent Partners Introductory Cantonese / English To be confirmed HK$295 for HKICS members and HK$340 for non-members PRC Tax Update Implementing the Tax Reform This seminar will discuss the following key contents: Enterprise Income Tax Law - Strengthening Taxation of Non-residents - Claiming treaty benefits - Transfer Pricing and General Anti-Avoidance Rules - New M&A Tax rules - Sharing of recent cases and experience VAT and Business Tax Reform - Change in taxing principles - Transition and exception - Points to note in planning Discussions The HKICS : 2.5 Presenter: 6 February 2010 (Saturday) 10 a.m. 12.40 p.m. (registration from 9.45 a.m.) Ms Annie Lau, Director, Tax Services, Deloitte Touche Tohmatsu Update Cantonese To be confirmed HK$480 for HKICS members and HK$530 for non-members

Common errors in the financial and annual reports The seminar aims to discuss the common errors and insufficient disclosures in preparing the financial and annual report of a company. Topics to be covered in the seminar will include the common errors or insufficient disclosures and the applicable requirements in the following areas: Connected and Related Party Disclosures; Management Discussion and Analysis; Corporate Governance Report; and Financial statements: Presentation and Disclosures including: - Business combination; - Financial instruments; and - Impairment of assets The HKICS : 2.5 9 February 2010 (Tuesday) 2.30 p.m. 5.10 p.m. (registration from 2.15 p.m.) Presenter: Mr Jack Chow, Partner, KPMG Intermediate Cantonese To be confirmed HK$480 for HKICS members and HK$530 for non-members Getting funds out from China Getting funds out from China has always been a prime concern to those who have made investment into China, given China's stringent foreign exchange control regime. It is not uncommon, particularly during the time of global economic turmoil, for foreign investors facing severe funding needs at the headquarters level, whereas at the same time having a rich pool of cash balance accumulated in their China investments. However, it is also not uncommon to see these companies dismayed by realising that they are in fact not sufficiently equipped to a position to link up these two ends effectively in order to be able to ease the immediate cash flow pressure offshore. The result could be detrimental. Are there any faster ways to take cash out rather than waiting for dividend distribution at the year end? In this seminar, the speakers will discuss: What are the common means to get funds out from China? What are the tax and foreign exchange implications of: service fee, interest, and royalty? What are the common pitfalls? Why amount recharged cannot be remitted from China? Presenters: 22 February 2010 (Monday) 6.45 p.m. 8.15 p.m. (registration from 6.30 p.m.) Miss Bolivia Cheung, Tax Partner, KPMG China Mr Andy Leung, Tax Manager, KPMG China Intermediate Cantonese (supplemented by English) To be confirmed HK$295 for HKICS members and HK$340 for non-members

Professional Indemnity Key components of insurance coverage What is a professional duty? Who owes it and to whom? Likely areas of exposure and key industries at risk Who are the potential claimants? Historical claims trends? Escalating exposure in uncertain economic times Case examples 23 February 2010 (Tuesday) 6.45 p.m. 8.15 p.m. (registration from 6.30 p.m.) Presenter: Mr Jason Forsyth, Vice President, Specialty Casualty Asia, Liberty International Underwriters (LIU) Intermediate English To be confirmed HK$295 for HKICS members and HK$340 for non-members 主 題 : 如何在中國設立貿易公司 講座提綱 : 外商貿易公司之投資導向政策 外商投資貿易公司的分類 貿易公司可以經營哪些業務範圍 設立貿易公司需要具備哪些條件 設立公司選址的考慮因素 設立外資貿易公司的註冊登記程式 外資貿易公司的經營模式 如何有效拓展中國內銷市場 貿易公司有哪些稅務 設立公司後的後續法定事務 設立貿易公司的注意事項 The HKICS : 2 日 期 : 2010 年 2 月 26 日 ( 星期五 ) 時 間 : 下午 6 時 30 分 下午 8 時 30 分 ( 登記時間 : 下午 6 時 15 分 ) 級 別 : 概括介紹與要點分析 語 言 : 粵語 ( 廣東話 ) 主講人 : 鄒海燕先生, 中國註冊會計師, 中國稅務商務顧問有限公司董事總經理 會 場 : 待定 收 費 : 每位公會會員及學員 HK$380 每位非公會會員 HK$430

Stress Management Is stress an issue in your daily life? Hong Kong people are notorious to be working long hours and living in a stressful life. This would affect our health both physically and mentally. In order to relieve the stress in our busy professional life and achieve personal wellness, it is very important for us to address the issues and manage the stress. In this seminar, the presenter will discuss: What is stress? What are the causes of stress? How to manage stress? How to combat stress and transform it into positive energy? The HKICS : 0 18 March 2010 (Thursday) 6.30 p.m. 8.30 p.m. (registration from 6.15 p.m.) Presenter: Mr Allan Lee, Director, Allan Lee Professional Solutions Limited Intermediate Cantonese (supplemented with English) To be confirmed HK$210 for HKICS members and HK$250 for non-members Analysing Annual Report from an Investor's Perspective Three key points in analysing Chairman s Statement Identifying risk factors in the Directors Report Assessing the quality of directors and senior management Identifying early warning signals of corporate failure The HKICS : 2 Presenter: 20 March 2010 (Saturday) 10 a.m. 12.10 p.m. (registration from 9.45 a.m.) Mr J Wong Intermediate Cantonese To be confirmed HK$380 for HKICS members and HK$430 for non-members

Enrolment Fax No.: 2881 5755 Please tick the seminar(s) you wish to enrol Date Topic Fee 7 Jan (Thur) Convertible Bonds $295 / $340 9 Jan (Sat) Transfer and Repurchase of Shares for Private Company $530 / $580 11 Jan (Mon) PCCW s privatisation: controversy and legal issues $295 / $340 13 Jan (Wed) Cayman Islands Legal and Regulatory Update $295 / $340 15 Jan (Fri) Connected Transactions $480 / $530 19 Jan (Tue) An overview of CEPA and its latest development $210 / $250 20 Jan (Wed) Using Mediation to resolve shareholder disputes $295 / $340 26 Jan (Tue) Preparation of Corporate Governance Reports $480 / $530 4 Feb (Thur) How and when to use independent professional valuation $295 / $340 6 Feb (Sat) PRC Tax Update Implementing the Tax Reform $480 / $530 9 Feb (Tue) Common errors in the financial and annual reports $480 / $530 22 Feb (Mon) Getting funds out from China $295 / $340 23 Feb (Tue) Professional Indemnity $295 / $340 26 Feb (Fri) 如何在中國設立貿易公司 $380 / $430 18 Mar (Thur) Stress Management $210 / $250 20 Mar (Sat) Analysing Annual Report from an Investor's Perspective $380 / $430 Please call 2881 6177 if you do not receive a fax/email confirmation three days after your enrolment. Full Name : (Mr/Ms/Mrs) Membership Number: Company Name : Job Title : Mailing Address : Tel no.: Fax no. : Email Address: Payment : HKICS Members/Students HK$ Non-members HK$ $100 cash coupon attached LESS HK$ Deduct from ECPD Programme package HKICS ECPD seminar coupon Chartered Secretaries American Express credit card (I authorise HKICS to debit the payment from my credit card) Cardholder s name: Card no.: - - Card expiry date: MM YY Cardholder s signature: (must be the same as signature on credit card) Net Total : HK$ CPD points required from the HKICS CPD points required from The Law Society of Hong Kong English preferred for the seminar(s) / workshop(s) I agree that the Institute may pass my contact information to For Office Use Only Amex card authorisation code: the speaker, so I can receive the newsletters and further updates from the speaker Terms & Conditions: 1. Applications are accepted on a first-come first-served basis. 2. Please call 2881 6177 if you do not receive a fax/ email confirmation three days after your enrolment. 3. To guarantee a place, payment is required within four days after the confirmation of enrolment. 4. For cancellation, two days notification is a must otherwise full cost will be charged. 5. Refunds are not available, but substitute attendees are welcome. Please notify us of the new name one day in advance. 6. The Institute reserves the right to change the listed presenter(s), date or venue if necessary. Any change of date and venue will be notified by fax/ email. 7. 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. 8. With effect from 1 November 2008, The Law Society of Hong Kong requires a practitioner to make a record of the CPD points awarded to the course in his/her own training record. 9. 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. Revised on 21 Oct 08