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1. Suppose you are a company secretary of a company. Write a report advising the chairperson on theprocedure of convening a general meeting the purpose of which is to remove a director.

1. Betty and Candy were the only two directors of A Ltd which was a private company. They held 60% ofthe company’s issued shares and the remaining shares were held by Queenie. Recently A Ltd acquired the assets of B Ltd which were priced at HK$ 10 million. Queenie had then discovered that Betty and Candy held a substantial shareholding in B Ltd at the time of the transaction. Furthermore, Queenie now believed that, as advised by an independent accountant, A Ltd had overpaid HK$5 million for the assetsbought from B Ltd. Queenie wanted to leave the A Ltd and asked Betty and Candy to buy out her shares ata fair price. However, they turned down her request.

Advise Queenie on the remedies, if any, available to her.

1. Isaac is an executive director of X Ltd. Amy is a non-executive director of the company. Amy is also aconsultant to Y Ltd. Last week, in a directors’ meeting being attended by all the directors, X Ltd decided to enter into a contract with Y Ltd. In the meeting, thinking that her role in X Ltd is only to ensure all thetrading documents of the company are properly made, Amy did not disclose her relationship with Y Ltdat the time the decision was made to enter into a contract with Y Ltd. Isaac has discovered therelationship between Amy and Y Ltd and has demanded Amy pay back to X Ltd the profit she earned under the contract with Y Ltd.

Advise Amy.