Background

Tech Solutions Limited is a Hong Kong private company specializing in software development. The company has 5 directors and is considering a significant acquisition.

Question:

Draft minutes of Board Meeting with the following details:

1. Meeting Particulars:

• Date: 28 November 2024

• Time: 10:00 am

• Location: Company's office at Unit 1, 10/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong

• Hybrid meeting (physical + zoom)

2. Attendees:

• David Wong (Chairman) - in person

• Sarah Chen (CEO) - via Zoom from Singapore

• Michael Zhang (CFO) - in person

• Peter Lee (Independent Director) - in person

• Jane Smith (Independent Director) - via Zoom from London

• Company Secretary: Emily Chan - in person

3. Agenda Items:

a) Previous Minutes

• Review and approval of minutes dated 30 October 2024

• Matters arising from previous minutes

b) Financial Matters

• Q3 Financial Results review (Revenue: HK$50M, up 20% YoY)

• Cash position: HK$30M

• Review of major contracts secured in Q3

c) Major Transaction

• Proposed acquisition of ABC Software Limited

• Purchase consideration: HK$10 million

• Key terms: All-cash deal, completion by 31 January 2025

• Due diligence findings presentation by CFO

• Integration plan overview

d) Corporate Actions

• Declaration of interim dividend (HK$0.5 per share)

• Total dividend payout: HK$5 million

• Record date and payment date to be determined

e) Other Business

• Office lease renewal update

• Next meeting date

4. Required Elements:

• Proper opening and quorum verification

• Detailed discussion points for each agenda item

• Voting records and resolutions passed

• Clear action items and responsible parties

• Timeline for implementation

• Next meeting schedule

Include all necessary legal formalities and procedural requirements under Hong Kong law.