NOT TO BE CIRCULATED

THE UNIVERSITY OF HONG KONG

POSTGRADUATE CERTIFICATE IN LAWS EXAMINATION
FULL-TIME PROGRAMME 2023-2024
AND
PART-TIME (YEAR 2) PROGRAMME 2023-2024

Examination : Drafting Commercial Agreements

(PCLL 8105)

Date : 7 May 2024

Exam Time : 9:30 a.m. to 1:30 p.m.

Read the instructions below very carefully

You must write your University number (and NOT your name) on each of the
answer books provided.

Although no extra reading time will be provided, you are strongly advised to
read all the questions and the attachments carefully before you answer any of
the questions. You may only ask questions on the examination questions and
attachments within the first 30 minutes of the examination, i.e., from 9:30 a.m.
to 10:00 a.m.

This examination contains 3 parts, comprising 100% of the final marks of the course.
Please ensure you complete all 3 parts of this examination in the time allocated.

PART 1 – 15%

In this part, you are asked to amend and/or re-draft certain clauses in a draft Joint
Venture Agreement that appear in the Part 1 BLUE answer book. Amendments
can be made directly on those clauses printed in the Part 1 BLUE answer book,
or you can draft your new clause(s) in the space provided in the Part 1 BLUE
answer book.
 PART 2 – 75%

In this part, there are 11 questions in which you are asked to amend, re-draft and/or
draft only the specific clauses asterisked (*) in the draft Share Purchase
Agreement that appear in the Part 2 PINK answer book, in accordance with your
client’s instructions as set out in Part 2 of this Question Paper.

The Part 2 PINK answer book comprises:

 the Part 2A PINK answer book, which sets out the Parties clause, the Recitals
and clauses 1 to 4 of the Share Purchase Agreement (as well as Questions 1
to 5); and

 the Part 2B PINK answer book, which sets out clause 5 to the execution clause
of the Share Purchase Agreement (as well as Questions 6 to 11).

The Part 2A PINK answer book and the Part 2B PINK answer book together
constitute the Part 2 PINK answer book.

The attachments for Part 2 are attached to this question paper (see page 19 to page
38).

Amendments can be made directly on the relevant clauses printed in the Part 2
PINK answer book, or you can draft your new clauses in the appropriate spaces
provided in the Part 2 PINK answer book.

PART 3 – 10%

In this part, you are asked to amend and/or re-draft a clause in the draft Share
Purchase Agreement that appears in the Part 3 GREEN answer book. Amendments
can be made directly on that clause printed in the Part 3 GREEN answer book,
or you can draft your new clause in the space provided in the Part 3 GREEN
answer book.
 SUPPLEMENTARY SHEETS

If there is insufficient line space in any of the answer books, you may write on the
blank space on the reverse side of the page. If there is still insufficient space, you
can ask for supplementary sheets to be provided. Remember to write your
University number (and NOT your name) on EVERY supplementary page you use
and indicate clearly which question you are answering. Make sure all supplementary
sheets are securely fastened to the relevant answer books before you hand them in.

CALCULATORS

Only approved calculators as announced by the Examinations Secretary can be used

in this examination. It is your responsibility to ensure your calculator operates
satisfactorily, and you must record the name and type of the calculator used in the
space provided on the front cover of EACH of the answer books.
[This page is intentionally left blank]
 Part 2 (Total: 75 marks)

All answers for Part 2 must be written in the Part 2 PINK answer book
provided. Otherwise, they will not be marked.

Amendments can be made directly on the relevant clauses printed in the

relevant Part 2 PINK answer book or you can draft your new clauses in the
appropriate spaces provided in the relevant Part 2 PINK answer book.

John Valerio & Co

Unit 1946, Alexandria House, 30 Bonham Strand West, Hong Kong

Attendance Note

Attending Peony Chang (“Peony”) at 11:00 am on 6 May 2024:

1. Background: At the end of 2023, Peony left her job as a hedge fund trader,
and decided to use her savings to invest in a new business venture. A few
months ago, at a social occasion, Peony met Violet Liang (“Violet”), an
actress-turned-businesswoman who has established several successful
businesses, including a chocolate business named “Choc-Relish” which has
been very popular. Peony is impressed with Violet’s chocolate creations.
Having heard that Violet just gave birth to her third child, and wants to devote
more time to her children, Peony approached Violet to acquire a controlling
stake in “Choc-Relish”.

2. Violet’s investments: According to Violet, “Choc-Relish” is held by her

indirectly through Ruffles Ventures Limited (“RVL”), a Hong Kong private
company limited by shares. Violet confirmed to Peony she holds all her Hong
Kong investments via companies that are international business companies
incorporated in The British Virgin Islands wholly owned by her. Violet also
told Peony she never uses any nominee to hold shares for her.

3. “Hide and Seek” playroom: In addition to “Choc-Relish”, RVL also owns a

playroom business named “Hide and Seek” via another Hong Kong private
company limited by shares named Playhaus Limited (“PL”). Violet wants to
keep and continue running the “Hide and Seek” business herself, and has
agreed with Peony she will take back, in her own name, all the shares in PL
for the time being (while Violet decides how to organize the holding
 arrangement for PL). Peony has told Violet this is fine as she is not interested
in the “Hide and Seek” business anyway, and agreed the PL transfer should
complete no less than 8 business days before completion.

4. Transaction: After some negotiations, Violet agreed to sell an 80% stake in

RVL for a sum of HK$4,800,000 on the terms detailed in this Attendance
Note. Peony also wants a shareholder’s agreement to be in place upon her
acquisition of the 80%, and asks for this to be covered off in the Share
Purchase Agreement. Our HK Companies Registry search has returned some
documents relating to RVL and PL, set out in Attachments 1 and 2.

5. RVL’s loan: Peony said RVL took out a HK$1,000,000 loan from the vendor
a few years ago, to help RVL stay afloat during the Covid pandemic, which
remains fully outstanding. RVL was not required to pay interest under this
loan, and all outstanding amounts under it would be immediately repayable if
the vendor requested it. To reflect the terms of this deal, Violet and Peony
have agreed that 80% of such loan (i.e. HK$0.8 million) needs to be repaid at
least 8 business days before completion, with evidence to be provided to the
purchaser’s satisfaction, otherwise the purchaser need not complete. At
completion, the purchaser will advance a HK$0.8 million loan to RVL on the
same terms as those for the vendor’s loan currently outstanding.

6. Payment: Peony said the parties have agreed that a 10% deposit will be paid
to the vendor when the formal Share Purchase Agreement is signed by the
parties (tentatively scheduled to take place on 7 June 2024). Any remainder
of the consideration will be paid at completion (scheduled for 2 September
2024 unless the parties agree to change it). Peony stressed that if the vendor
fails to complete this deal or this deal falls through due to non-fulfilment of
conditions precedent, all moneys paid to the vendor must be returned within
10 days of the purchaser’s notice of termination reaching the vendor, or else,
interest will be charged from the date of such notice at 2.5% p.a. until the
returned monies are actually received by the purchaser.

7. Flagship store: Choc-Relish’s flagship store is currently located in a rented

space, being Unit 6, 1/F, Florian Mansion, Kingston Street, Causeway Bay.
This existing tenancy agreement, signed with Sheung Kai Properties Limited
(“Sheung Kai Properties”) (registered office at Room 2719, Chin Tower, 25
Jordan Road, Kowloon) as landlord, has a two-year term starting 6 August
2022, the first half of such term being fixed (i.e. no termination with notice in
writing is permitted), while in the second half, either party can terminate such
 tenancy before expiry by giving 30 days’ notice beforehand. Violet said RVL
currently pays HK$56,000 per month under this tenancy agreement.
According to Peony, Sheung Kai Properties recently advised RVL it has sold
this Kingston Street property, so RVL’s tenancy will not be renewed upon
expiry. As such, a few weeks ago, Violet started discussing with her friend,
Francis Li (“Francis”), regarding the property he owns (being the Whole
Floor of Basement 1, Persephone House, 60 Pak Sha Road, Causeway Bay)
that is recently vacated by his previous tenant, and for Choc-Relish’s flagship
store to relocate there. Peony is pleased about the new location which is closer
to a few major shopping malls, and because Violet told her Francis would be
willing to give RVL “a good deal”. According to Violet, RVL expects to
finalise and sign the new agreement when Francis returns to Hong Kong in
early July. Regarding this, Peony has stressed to Violet (i) the new tenancy
arrangement should have the same duration and termination mechanism as
that in RVL’s existing tenancy agreement with Sheung Kai Properties, except
the monthly rent payable cannot be over what RVL is currently paying Sheung
Kai Properties; and (ii) the start of Choc-Relish’s flagship store new tenancy
at Francis’ property should coincide with the existing tenancy agreement’s
end date. To give Violet incentive to secure the new tenancy at Francis’
property as soon as possible, Peony told her a further 5% deposit payment of
the purchase price will be made to the vendor within 5 business days once the
purchaser receives a certified true copy of the new tenancy agreement
regarding Francis’ property on the above terms that is signed and stamped.
Finally, Peony would also require the purchaser to receive certified true copies
of all documentation in respect of the Choc-Relish flagship store tenancy
arrangements 8 business days prior to completion, or else the purchaser will
not need to complete.

8. Liabilities: While Peony is very keen on acquiring a majority stake in Choc-

Relish, she is aware there might be issues with that business that she has not
discovered in her due diligence or negotiations with Violet. Based on her
review so far, Peony expects such liabilities would be not more than
HK$500,000. To address Peony’s concern, Violet has agreed to allow the
purchaser to hold back HK$400,000 from the purchase monies at completion
and pay it to us as escrow agent to cover possible claims the purchaser may
have against the vendor. If the purchaser wants to make any claim against the
vendor under the Share Purchase Agreement, the purchaser can claim the
amount from the monies held back by the escrow agent by following the
detailed mechanism to be set out in an agreement which the parties will sign
with the escrow agent at completion. Such sum of HK$400,000 should be held
 for 6 months after completion, after which the parties must together instruct
the escrow agent to pay any remaining amount to the vendor. Peony would
like us to set out these arrangements in the Share Purchase Agreement.

9. Violet’s promotion: While Violet will only remain a minority shareholder in

RVL going forward, Peony still wants to leverage off Violet’s celebrity status,
and ensure she continues her association with, and endorsement of, Choc-
Relish products. It has therefore been agreed that an agreement should be in
place requiring Violet to undertake social media promotion activities at least
twice a month on a social media platform that she would agree with RVL. All
such promotion activities and contents need to be OK’ed by RVL in writing,
and Violet will be paid HK$8,000 per promotion activity. Peony also wants
this contractual arrangement to last for 18 months after completion, and has
asked us to reflect this in the Share Purchase Agreement.

10. Collaboration with GAL: According to Violet, for the past few years, Choc-
Relish has supplied chocolates to various online retailers, for customers to
purchase on those third party websites. In the past, Choc-Relish would supply
products to these online retailers as and when customers place an order, for
which the retailers would earn a distribution fee from Choc-Relish. As it
turned out, Choc-Relish’ products have sold quite well on these online
channels and, since Choc-Relish’ seasonal chocolate collections have
generated a lot of media attention in 2023, Violet decided it’s time to
renegotiate some of these collaboration opportunities with a new pricing
model. In recent weeks, Violet has been discussing with the website
“Gifting4Joy.com” which is owned by Gift Always Limited (“GAL”), a Hong
Kong private company limited by shares, and which had carried Choc-Relish’
products for some time. Violet has indicated, based on recent discussions with
GAL representatives, that GAL will be agreeable to buying from RVL a
minimum of (i) 1,000 “Choc-Relish Advent Calendars” (for Christmas 2024),
and (ii) 500 “Choc-Relish Mahjong Sets” (for Chinese New Year 2025). (The
pricing of these seasonal items as sold will allow GAL to earn a markup when
it sells them on “Gifting4Joy.com” to customers). RVL already has a master
supply agreement signed on 3 March 2021 with GAL, so the seasonal items
above should be covered by way of purchase orders (which GAL will sign)
pursuant to that agreement. Peony is excited about this collaboration. Given
Violet’s confidence in this new arrangement, Peony has promised the
purchaser will even add an extra 3% to the purchase price if RVL can secure
an overall order amount (comprising both the seasonal items and meeting the
 quantities specified above, combined) of over HK$450,000 from GAL.
Peony wants this arrangement reflected in the Share Purchase Agreement.

11. Dividends: Violet told Peony that RVL had not declared any dividend in
recent years, though it has accumulated in the past few months some profits
available for distribution. Peony agreed that RVL can pay a special dividend
of up to HK$240,000 before completion. Peony confirmed such amount has
already been taken into account when determining the purchase price. While
Peony does not want any obligation to be imposed on the purchaser for this,
she would like us to address this appropriately in the Share Purchase
Agreement.

12. ChocoMama: Peony knew RVL acquired a chocolate refining machine (the
“Machine”) in October 2022 from ChocoMama A/S (“ChocoMama”), a
Swedish chocolate machinery manufacturer, under a 3-year hire-purchase
arrangement (under which RVL can use the Machine in the Choc-Relish
production process throughout those 3 years while making instalment
payments to ChocoMama, with ownership of the Machine to pass to RVL at
the end of the arrangement and only upon full payment of such instalments).
Violet said under the hire-purchase agreement, 36 equal instalment payments,
each payable by RVL on the first day of each month, are required. According
to Violet, the Machine is currently used in RVL’s rented factory space in Tin
Wan, and has been working well so far. Also, Violet told Peony the Machine
comes with the manufacturer’s 24-month warranty, which is valid only if the
Machine is installed by ChocoMama’s Hong Kong local authorized dealer
(being BonKaffé Services Hong Kong Limited, whose address is Room 628,
Phase 10, Camel Paint Centre, 303 Lam Lok Street, Kowloon Bay) and fully
serviced and maintained monthly by such dealer for the first 6 months after
installation. However, the warranty will be lost if the Machine is used other
than in accordance with its user manual. Violet has confirmed “everything is
fine” on the warranty arrangements. As Peony is keen to ensure the validity
of the Machine warranty, and for RVL to be able to obtain the Machine title
when the hire purchase ends, she has requested appropriate assurances for this
purpose in the Share Purchase Agreement. ChocoMama’s address is
Bravremarken 6, port S, 113 95 Stockholm, Sweden, and the Machine’s serial
number is CM30920-55.

13. Completion: Completion is scheduled to take place at the office of the

vendor’s lawyers at 3.00p.m. Documents will be available for inspection by
the purchaser at the vendor’s lawyers’ office, and all other completion items
 relating to the share transfer will be handed over to the purchaser. Violet
agreed she will step down from her directorship in RVL, and in her place,
Peony together with her husband (whose full name is William Connor Denver)
will be the new directors. Peony also wants to change RVL’s company
secretary to Lilli Chang, her sister. Peony is fine keeping RVL’s auditors, but
its registered office is to change to a new address that Peony will advise us
next week.

14. Costs and expenses: Peony advised that each party is to pay its own costs and
expenses of this transaction, but the purchaser has agreed it will pay all stamp
duty in relation to this transaction.

15. No disclosure letter: Peony would like the Share Purchase Agreement to set
out all the terms applicable to this deal, and there will be no separate disclosure
letter. All qualifications and exceptions (if any) to the warranties should be
set out in full in the Share Purchase Agreement itself.

16. Others: Peony’s full name is Chang Hoi Kam (HKID No. K507836(A)) and
her residential address is 28A, Phase 1, L’Arvotto, 288 Ap Lei Chau Praya
Road, Hong Kong. Violet’s full name is Liang Jie (HKID No. P396482(S))
and she lives in House 11, 48 Sheung Sze Bay Road, Sai Kung.

The vendor is represented by Broomfields, whose office is located on 7th Floor

of our building. The lawyer to contact there is Yan Chow.

(Time engaged: 1 hr 30 mins)

John Valerio
6 May 2024

Action to be taken by students:

You do not need to draft the whole Share Purchase Agreement but need only
to amend, re-draft or draft the asterisked clauses in the draft Share Purchase
Agreement which appears in your Part 2 PINK answer book. Sufficient lines
are left at the end of each asterisked clause for your drafting.

When you are amending, drafting or re-drafting Part 2, you do NOT have to
pay any attention to the information set out in Part 3.

*** END OF PART 2 ***

 Part 3 (Total: 10 marks)

All answers for Part 3 must be written in the Part 3 GREEN answer book
provided. Otherwise, they will not be marked.

Assume for the purposes of this Part 3 that you act for the vendor and have
never acted for the purchaser, and the draft Share Purchase Agreement
prepared by the purchaser’s solicitors is identical to the one appearing in your
Part 2 PINK answer book (as amended and/or re-drafted by you in Part 2).

Amendments can be made directly on the relevant clause printed in the Part 3
GREEN answer book or you can draft your new clause in the appropriate
spaces provided in the Part 3 GREEN answer book.

Unless otherwise stated, terms defined in this Part 3 shall have the same
meanings as those ascribed to them in Part 2.

You received the following email from your client, Violet Liang, this morning.

*******************************************
Time received: Tuesday 7 May 2024, 8.32a.m.
From: Liang Violet [email protected]
To: Yan Chow (HK Office) [email protected]
Subject: Ruffles Ventures Limited

Dear Yan

I’d like to update you on my deal with Peony Chang, regarding the sale of 80%
shares in RVL.

Last Friday, one of the sprinklers in the factory space leased by RVL located in Units
1020-30, Ching Chai Industrial Center, 11 Tin Wan Praya Road, HK (where Choc-
Relish’s products are made and stored) malfunctioned and turned on accidentally.
There was flooding, and considerable damage to the premises and to the products
and raw materials there. RVL has a property insurance policy in place covering
water damage and losses up to a maximum of HK$100,000, but my sense is it will
likely cost more than that to repair or make good again the property, and to cover for
losses incurred for the damaged goods there. RVL will also need time to determine
the actual extent of the damage, and engage a contractor to restore the property to
the landlord’s satisfaction. While RVL has already filed a claim with its insurers,
all these will take at least a few weeks to complete, and I don’t want this to jeopardise
the transaction with Peony.

I’ve given Peony an update on the sprinkler incident. In the interest of progressing
our share sale discussions, I’ve offered the purchaser will be “made whole” as to
80% of any amount that RVL needs to actually pay out of its own funds (that is not
covered by the insurance policy payout mentioned above). The most the vendor will
have to pay is HK$40,000 (being 80% of HK$50,000 which is what I expect to be
the ultimate extra cost to be borne by RVL for the incident). However, I want the
vendor to only have to pay according to the above if there is a document from the
purchaser including all details of its claim, plus the amount it wishes to claim. I’d
like the claim to be received by your firm by registered post, after which the vendor
will have 10 business days to pay. Finally, I’d prefer not to drag this out
unnecessarily, so I told Peony the purchaser can only submit one single claim
regarding the above, and if such claim only reaches your firm more than 2 months
after the purchaser acquires its stake in RVL, it won’t be entertained.

The insurance company providing cover is Fortes Insurance (Hong Kong) Limited,
and its registered office is at 20th Floor, Fortes Tower, 48 Connaught Road Central,
Central.

Please can you send me a markup of the relevant clause in the Share Purchase
Agreement so I can take a look before we pass it to Peony for her comment? Thank
you.

Regards

Violet

Action to be taken by students:

In view of Violet’s concerns and her instructions above, amend, draft or re-
draft Clause 7 (which appears in the Part 3 GREEN answer book) to
specifically cover all of Violet’s concerns described above, while fully and
accurately reflecting all instructions above from Violet. When you amend,
draft or re-draft Clause 7, you should also make such amendments or re-
drafting as are necessary or appropriate so as to make Clause 7 more “vendor-
friendly”.
For the purpose of this Part 3, you are NOT required to consider or describe
any amendment or deletion to other clauses in the draft Share Purchase
Agreement, except if you propose to use any new definition(s), or you propose
to amend and/or re-draft, where appropriate, any existing definition(s), you
should set them out in this Part 3 GREEN answer book (and NOT amend any
of the definition(s) appearing in your answers to Question 2).

*** END OF PART 3 ***

[This page is intentionally left blank]
 Annual Return

Companies Registry
Form NAR1
Business Registration Number

Note
1 Company Name

8 2 ( ) Business Name (If any)

3 Type of Company
請在適用的空格內加上 ✓ 號 Please tick the relevant box

Private company Public company Company limited by guarantee

9
Business Nature

Code Description

10 4
Date to which this Return is Made Up
DD MM YYYY

11 5
Period Covered by Financial Statements Delivered with this Form
(私人公司無需填報此項 A private company needs not complete this section)

To
DD MM YYYY DD MM YYYY
12 6 Address of Registered Office in Hong Kong
室／樓／座等
Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village
etc.

區
District

地區
Region ／ HONG KONG

3 Presentor’s Reference For Official Use

Name:
Address:

Tel: Fax:
Email:
Reference:
指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023)
 Form NAR1 Business Registration Number

13 7 Email Address

13 8 Hong Kong Contact Telephone Number

+852

9 Mortgages and Charges

( 622 )
1 91 2 1 1
Total amount of the indebtedness as at the date to which this return is made up in respect of all mortgages and
charges which are required to be registered with the Registrar of Companies pursuant to the Companies
Ordinance (Cap. 622) or would have been required to be so registered if created after 1 January 1912

10 Number of Member(s) of a Company Not Having a Share Capital

(有股本的公司無需填報此項 Company having a share capital need not complete this section)

Number of Member(s) as at the Date to which this Return is Made Up

14 11 Share Capital
(無股本的公司無需填報此項 Company not having a share capital need not complete this section)

As at the Date to which this Return is Made Up

Issued Shares
(
)
Class of Shares Currency
(e.g. Ordinary／ Total Number Total Amount Total Amount Paid up or
Preference etc.) Regarded as Paid up

Total

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 2

 Form NAR1 Business Registration Number

12 Company Secretary
A. ( ) Company Secretary (Natural Person)
(如超過一名公司秘書屬自然人，請用續頁 A 填報 Use Continuation Sheet A if more than 1 company secretary is a natural person)

Name in Chinese
15

Name in English Surname

Other Names

Previous Names Chinese English

Alias Chinese

English

16
Hong Kong 室／樓／座等
Correspondence Flat／Floor／Block etc.
Address
大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區
District

地區
Region ／ HONG KONG

17
Email Address

18 Identification
(a)
Partial Number of Hong Kong Identity Card    (  )
(b)
Passport Issuing Country／Region

Partial Number

20 Trust or Company Service Provider Licence

請填報牌照編號或在適用的空格內加上 ✓ 號 Please provide the licence no. or tick the relevant box

Reason:
Licence No. Not required to
obtain a licence

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 3

 Form NAR1 Business Registration Number

12 Company Secretary (續上頁 cont’d)

21 B. ( ) Company Secretary (Body Corporate)
(如超過一名公司秘書屬法人團體，請用續頁 B 填報 Use Continuation Sheet B if more than 1 company secretary is a body corporate)

Name in Chinese

Name in English

22
Hong Kong 室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區
District

地區
Region ／ HONG KONG

17
Email Address

19 Business Registration Number

20 Trust or Company Service Provider Licence

請填報牌照編號或在適用的空格內加上 ✓ 號 Please provide the licence no. or tick the relevant box

Reason:
Licence No. Not required to
obtain a licence

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 4

 Form NAR1 Business Registration Number

13 Directors
A. ( ) Director (Natural Person)
(如超過一名董事屬自然人，請用續頁 C 填報 Use Continuation Sheet C if more than 1 director is a natural person)
請在適用的空格內加上 ✓ 號 Please tick the relevant box(es)
23 Alternate to
Capacity Director Alternate
Director

24
Name in Chinese

Name in English Surname

Other Names

Previous Names Chinese English

Alias Chinese

English

25
Correspondence 室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區 ／ 市 ／ 省 ／州 ／ 郵 遞 區 號等
District／City／Province／
State／Postal Code etc.

國家／地區
Country／Region

26
Email Address

27 Identification
(a)
Partial Number of Hong Kong Identity Card    (  )
(b)
Passport Issuing Country／Region

Partial Number

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 5

 Form NAR1 Business Registration Number

13 Directors (續上頁 cont’d)

B. ( ) Director (Body Corporate)
(如超過兩名董事屬法人團體，請用續頁 D 填報 Use Continuation Sheet D if more than 2 directors are body corporate)
請在適用的空格內加上 ✓ 號 Please tick the relevant box(es)
23 1 Alternate to
Capacity Director Alternate
Director

Name in Chinese

Name in English

28 室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區 ／ 市 ／ 省 ／ 州 ／ 郵 遞 區 號等
District／City／Province／
State／Postal Code etc.
國家／地區
Country／Region

26
Email Address
29 Business Registration Number
(只適用於在香港註冊的法人團體
Only applicable to body corporate registered in Hong Kong)

請在適用的空格內加上 ✓ 號 Please tick the relevant box(es)

23 2 Alternate to
Capacity Director Alternate
Director

Name in Chinese

Name in English

28 室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區 ／ 市 ／ 省 ／ 州 ／ 郵 遞 區 號等
District／City／Province／
State／Postal Code etc.
國家／地區
Country／Region
26
Email Address
29 Business Registration Number
(只適用於在香港註冊的法人團體
Only applicable to body corporate registered in Hong Kong)

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 6

 Form NAR1 Business Registration Number

13 Directors (續上頁 cont’d)

C. Reserve Director
(
Only applicable to a private company with only one member who is also the sole director of the company)

24
Name in Chinese

Name in English Surname

Other Names

Previous Names Chinese English

Alias Chinese

English

25
Correspondence 室／樓／座等
Flat／Floor／Block etc.
Address

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區 ／ 市 ／ 省 ／州 ／ 郵 遞 區 號等
District／City／Province／
State／Postal Code etc.

國家／地區
Country／Region

26

Email Address

27 Identification
(a)
Partial Number of Hong Kong Identity Card    (  )
(b)
Passport Issuing Country／Region

Partial Number

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 7

 Form NAR1 Business Registration Number

30 14 Particulars of Member(s) of a Company Having a Share Capital

(有股本的公司必須填報此項 Company having a share capital must complete this section )
請在適用的空格內加上 ✓ 號 Please tick the relevant box

Particulars of members of a non-listed company are listed in Schedule 1

Particulars of members of a listed company are listed in Schedule 2

Particulars of members of the company are listed in the CD-ROM or DVD-ROM attached to this form
(載 於 唯 讀 光 碟 或 唯 讀 型 數 碼 多 功 能 光 碟 內 的 成 員 的 詳 情 ， 會 以 P D F 格 式 供 公 眾 以 電 子 方 式 查 閱 。
Particulars of members recorded in the CD-ROM or DVD-ROM will be available for public search electronically in
PDF format.)

31 15 Company Records
(如空位不足，請用續頁 E 填報 Use Continuation Sheet E if the space provided is insufficient)
( 6 )
Address where the following company records are kept (if not kept at the registered office stated in Section 6)

Company Records Address

16 Statement
(如屬私人公司，請在空格內加上 ✓ 號以作出此項陳述 For a private company, please tick the box to make the Statement)
(
)
1 1( 2 )

The company has not, since the date of the last annual return (or since the date of incorporation in the case of the
first annual return), issued any invitation to the public to subscribe for any shares or debentures of the company and
that if the number of members of the company exceeds 50 as at the date of this return, the excess consists wholly
of persons who, under section 11(2) of the Companies Ordinance, are excluded in the calculation of the number of
members of the company.

32 Advisory Note

All directors of the company are advised to read ‘A Guide on Directors' Duties’ published by the Companies Registry and
acquaint themselves with the general duties of directors outlined in the Guide.

This Return includes the following Continuation Sheet(s) Schedule(s)

Continuation Sheet(s)
A B C D E Schedule 1 Schedule 2

Number of pages

6 Signed :

Date
19/03/2024
Name : :
Director／——————————————————————————————————————————————
Company Secretary * DD / MM / YYYY
*請刪去不適用者 Delete whichever does not apply

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 8

 Form NAR1 ( FOR NON-LISTED COMPANY)
Schedule 1

Date to which this Return is Made Up Business Registration Number

DD MM YYYY
30
( 14 ) Particulars of Member(s) of a Non-listed Company (Section 14)
33 (有股本的非上市公司可填報此頁。如超過兩名成員，或超過一類股份，可另加附表一。另外，公司可選擇以唯讀光碟或唯讀型數碼多功能光碟提供成員詳情。
Non-listed company having a share capital can complete this page. If there are more than 2 members, or if there is more than one class of shares, please use
additional Schedule 1. Alternatively, the company can choose to provide particulars of members in the form of CD-ROM or DVD-ROM.)
Particulars of Member(s) as at the Date to which this Return is Made Up

Class of Shares Total Number of Issued Shares in this Class

1
Name in Chinese No. of Shares Held

Name in English
OR Surname Other Names 股份是聯名持有
Shares are Jointly Held
Name in English (如適用，請加 ✓ 號
Please tick if applicable.)

室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.
區／市／省／州 ／郵遞區號等
District／City／Province／
State／Postal Code etc.
國家／地區
Country／Region

33 *
Remarks*

*例 如 聯 名 持 有股 份 、 股 份 轉 讓 等 的 詳 情 。 For example, details of jointly held shares, share transfer, etc.

2
Name in Chinese No. of Shares Held

Name in English
OR Surname Other Names 股份是聯名持有
Shares are Jointly Held
Name in English (如適用，請加 ✓ 號
Please tick if applicable.)

室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.
區／市／省／州／郵遞區號等
District／City／Province／
State／Postal Code etc.
國家／地區
Country／Region
33 *
Remarks*

*例 如 聯 名 持 有 股 份 、 股 份 轉 讓 等 的 詳 情 。 For example, details of jointly held shares, share transfer, etc .

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Schedule 1 Page
[This page is intentionally left blank]
 Annual Return

Companies Registry
Form NAR1
Business Registration Number

Note
1 Company Name

8 2 ( ) Business Name (If any)

3 Type of Company
請在適用的空格內加上 ✓ 號 Please tick the relevant box

Private company Public company Company limited by guarantee

9
Business Nature

Code Description

10 4
Date to which this Return is Made Up
DD MM YYYY

11 5
Period Covered by Financial Statements Delivered with this Form
(私人公司無需填報此項 A private company needs not complete this section)

To
DD MM YYYY DD MM YYYY
12 6 Address of Registered Office in Hong Kong
室／樓／座等
Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village
etc.

區
District

地區
Region ／ HONG KONG

3 Presentor’s Reference For Official Use

Name:
Address:

Tel: Fax:
Email:
Reference:
指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023)
 Form NAR1 Business Registration Number

13 7 Email Address

13 8 Hong Kong Contact Telephone Number

+852

9 Mortgages and Charges

( 622 )
1 91 2 1 1
Total amount of the indebtedness as at the date to which this return is made up in respect of all mortgages and
charges which are required to be registered with the Registrar of Companies pursuant to the Companies
Ordinance (Cap. 622) or would have been required to be so registered if created after 1 January 1912

10 Number of Member(s) of a Company Not Having a Share Capital

(有股本的公司無需填報此項 Company having a share capital need not complete this section)

Number of Member(s) as at the Date to which this Return is Made Up

14 11 Share Capital
(無股本的公司無需填報此項 Company not having a share capital need not complete this section)

As at the Date to which this Return is Made Up

Issued Shares
(
)
Class of Shares Currency
(e.g. Ordinary／ Total Number Total Amount Total Amount Paid up or
Preference etc.) Regarded as Paid up

Total

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 2

 Form NAR1 Business Registration Number

12 Company Secretary
A. ( ) Company Secretary (Natural Person)
(如超過一名公司秘書屬自然人，請用續頁 A 填報 Use Continuation Sheet A if more than 1 company secretary is a natural person)

Name in Chinese
15

Name in English Surname

Other Names

Previous Names Chinese English

Alias Chinese

English

16
Hong Kong 室／樓／座等
Correspondence Flat／Floor／Block etc.
Address
大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區
District

地區
Region ／ HONG KONG

17
Email Address

18 Identification
(a)
Partial Number of Hong Kong Identity Card    (  )
(b)
Passport Issuing Country／Region

Partial Number

20 Trust or Company Service Provider Licence

請填報牌照編號或在適用的空格內加上 ✓ 號 Please provide the licence no. or tick the relevant box

Reason:
Licence No. Not required to
obtain a licence

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 3

 Form NAR1 Business Registration Number

12 Company Secretary (續上頁 cont’d)

21 B. ( ) Company Secretary (Body Corporate)
(如超過一名公司秘書屬法人團體，請用續頁 B 填報 Use Continuation Sheet B if more than 1 company secretary is a body corporate)

Name in Chinese

Name in English

22
Hong Kong 室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區
District

地區
Region ／ HONG KONG

17
Email Address

19 Business Registration Number

20 Trust or Company Service Provider Licence

請填報牌照編號或在適用的空格內加上 ✓ 號 Please provide the licence no. or tick the relevant box

Reason:
Licence No. Not required to
obtain a licence

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 4

 Form NAR1 Business Registration Number

13 Directors
A. ( ) Director (Natural Person)
(如超過一名董事屬自然人，請用續頁 C 填報 Use Continuation Sheet C if more than 1 director is a natural person)
請在適用的空格內加上 ✓ 號 Please tick the relevant box(es)
23 Alternate to
Capacity Director Alternate
Director

24
Name in Chinese

Name in English Surname

Other Names

Previous Names Chinese English

Alias Chinese

English

25
Correspondence 室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區 ／ 市 ／ 省 ／州 ／ 郵 遞 區 號等
District／City／Province／
State／Postal Code etc.

國家／地區
Country／Region

26
Email Address

27 Identification
(a)
Partial Number of Hong Kong Identity Card    (  )
(b)
Passport Issuing Country／Region

Partial Number

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 5

 Form NAR1 Business Registration Number

13 Directors (續上頁 cont’d)

B. ( ) Director (Body Corporate)
(如超過兩名董事屬法人團體，請用續頁 D 填報 Use Continuation Sheet D if more than 2 directors are body corporate)
請在適用的空格內加上 ✓ 號 Please tick the relevant box(es)
23 1 Alternate to
Capacity Director Alternate
Director

Name in Chinese

Name in English

28 室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區 ／ 市 ／ 省 ／ 州 ／ 郵 遞 區 號等
District／City／Province／
State／Postal Code etc.
國家／地區
Country／Region

26
Email Address
29 Business Registration Number
(只適用於在香港註冊的法人團體
Only applicable to body corporate registered in Hong Kong)

請在適用的空格內加上 ✓ 號 Please tick the relevant box(es)

23 2 Alternate to
Capacity Director Alternate
Director

Name in Chinese

Name in English

28 室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區 ／ 市 ／ 省 ／ 州 ／ 郵 遞 區 號等
District／City／Province／
State／Postal Code etc.
國家／地區
Country／Region
26
Email Address
29 Business Registration Number
(只適用於在香港註冊的法人團體
Only applicable to body corporate registered in Hong Kong)

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 6

 Form NAR1 Business Registration Number

13 Directors (續上頁 cont’d)

C. Reserve Director
(
Only applicable to a private company with only one member who is also the sole director of the company)

24
Name in Chinese

Name in English Surname

Other Names

Previous Names Chinese English

Alias Chinese

English

25
Correspondence 室／樓／座等
Flat／Floor／Block etc.
Address

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.

區 ／ 市 ／ 省 ／州 ／ 郵 遞 區 號等
District／City／Province／
State／Postal Code etc.

國家／地區
Country／Region

26

Email Address

27 Identification
(a)
Partial Number of Hong Kong Identity Card    (  )
(b)
Passport Issuing Country／Region

Partial Number

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 7

 Form NAR1 Business Registration Number

30 14 Particulars of Member(s) of a Company Having a Share Capital

(有股本的公司必須填報此項 Company having a share capital must complete this section )
請在適用的空格內加上 ✓ 號 Please tick the relevant box

Particulars of members of a non-listed company are listed in Schedule 1

Particulars of members of a listed company are listed in Schedule 2

Particulars of members of the company are listed in the CD-ROM or DVD-ROM attached to this form
(載 於 唯 讀 光 碟 或 唯 讀 型 數 碼 多 功 能 光 碟 內 的 成 員 的 詳 情 ， 會 以 P D F 格 式 供 公 眾 以 電 子 方 式 查 閱 。
Particulars of members recorded in the CD-ROM or DVD-ROM will be available for public search electronically in
PDF format.)

31 15 Company Records
(如空位不足，請用續頁 E 填報 Use Continuation Sheet E if the space provided is insufficient)
( 6 )
Address where the following company records are kept (if not kept at the registered office stated in Section 6)

Company Records Address

16 Statement
(如屬私人公司，請在空格內加上 ✓ 號以作出此項陳述 For a private company, please tick the box to make the Statement)
(
)
1 1( 2 )

The company has not, since the date of the last annual return (or since the date of incorporation in the case of the
first annual return), issued any invitation to the public to subscribe for any shares or debentures of the company and
that if the number of members of the company exceeds 50 as at the date of this return, the excess consists wholly
of persons who, under section 11(2) of the Companies Ordinance, are excluded in the calculation of the number of
members of the company.

32 Advisory Note

All directors of the company are advised to read ‘A Guide on Directors' Duties’ published by the Companies Registry and
acquaint themselves with the general duties of directors outlined in the Guide.

This Return includes the following Continuation Sheet(s) Schedule(s)

Continuation Sheet(s)
A B C D E Schedule 1 Schedule 2

Number of pages

6 Signed :

Date
28/03/2024
Name : :
Director／——————————————————————————————————————————————
Company Secretary * DD / MM / YYYY
*請刪去不適用者 Delete whichever does not apply

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Page 8

 Form NAR1 ( FOR NON-LISTED COMPANY)
Schedule 1

Date to which this Return is Made Up Business Registration Number

DD MM YYYY
30
( 14 ) Particulars of Member(s) of a Non-listed Company (Section 14)
33 (有股本的非上市公司可填報此頁。如超過兩名成員，或超過一類股份，可另加附表一。另外，公司可選擇以唯讀光碟或唯讀型數碼多功能光碟提供成員詳情。
Non-listed company having a share capital can complete this page. If there are more than 2 members, or if there is more than one class of shares, please use
additional Schedule 1. Alternatively, the company can choose to provide particulars of members in the form of CD-ROM or DVD-ROM.)
Particulars of Member(s) as at the Date to which this Return is Made Up

Class of Shares Total Number of Issued Shares in this Class

1
Name in Chinese No. of Shares Held

Name in English
OR Surname Other Names 股份是聯名持有
Shares are Jointly Held
Name in English (如適用，請加 ✓ 號
Please tick if applicable.)

室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.
區／市／省／州 ／郵遞區號等
District／City／Province／
State／Postal Code etc.
國家／地區
Country／Region

33 *
Remarks*

*例 如 聯 名 持 有股 份 、 股 份 轉 讓 等 的 詳 情 。 For example, details of jointly held shares, share transfer, etc.

2
Name in Chinese No. of Shares Held

Name in English
OR Surname Other Names 股份是聯名持有
Shares are Jointly Held
Name in English (如適用，請加 ✓ 號
Please tick if applicable.)

室／樓／座等
Address Flat／Floor／Block etc.

大廈
Building

街道／屋苑／地段／村等
Street／Estate／Lot／Village etc.
區／市／省／州／郵遞區號等
District／City／Province／
State／Postal Code etc.
國家／地區
Country／Region
33 *
Remarks*

*例 如 聯 名 持 有 股 份 、 股 份 轉 讓 等 的 詳 情 。 For example, details of jointly held shares, share transfer, etc .

指明編號 1/2023 (2023 年 12 月 ) Specification No. 1/2023 (December 2023) Schedule 1 Page
[This page is intentionally left blank]