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4. (1) The particulars referred to in paragraph 3(b) are as follows-
(x)
(5)
(i) the year in which, and the country or territory in which. the issuing corporation was incorporated:
(ii) the address of its registered or principal office in Hong Kong: and
(iii) where the issuing corporation is incorporated outside Hong Kong, the address of its registered or principal office in the country or territory in which it was incorporated or is resident;
() the authorized capital of the issuing corporation;
(ii) the amount of the authorized capital of the corporation that bas been issued and is outstanding at the date specified as being the close of the S financial years of the corporation imrnediately preceding the date of the offer;
(iii) the classes of shares into which that capital is divided: (iv) the rights of each class of shareholder in respect of capital, dividends and voting; and
(v) the number and total nomical value respectively of shares issued for cash and shares issued as fully or partly paid up for * consideration other than casb;
( the mumber sød total nominal value of shares issued since the close of the last financial year of the issuing corporation:
(i) the classes (if any) into which the shares are divided und the rights of each class of shareholder in respect of capital, dividends and voting:
(iii) the number and total nominal value respectively of shaves issued as fully or partly paid up for cash or as fully or partly paid up for a consideration other than cash, or both;
(iv) the number of redeemable preference shares (if any) redeemed and the amounts repaid in respect of the shares so redeemed; and
(v) particulars of any rechretion of capital lawfully authorized in respect of the corporation;
(d) particulars of any reorganization of the capital of the issuing corporation during each of its 2 financial years preceding the date of the offer:
(2)
(1) the amount of the net profit or loss of the issuing corpora. tion (before taking into account any form of tax calculated by referencs to the amount of profits of the corporation);
(i) the rate per cent of dividends paid by the issuing corpora- Ikon and the amount distributed by way of dividends on each class of shares during each of the financial years immediately preceding the offer; and
(ii) where no dividend has been paid in respect of shares of any particular class during any of those years, a statement to that effect;
(f) the total amount of any debentures issued by the issuing corpora- Lion and outstanding not more than 28 days before the date of the
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offer, and the total amount of mortgage debts, loans, or charges due from the corporation not more than 28 days before that date, together with the rate of interest payable in respect of them;
(g) the names and addresses of the directors of the issuing corporation; (8) the number, description, and nominal value of the securities of the issuing corporation held by or on behalf of each of its directors or, if a director does not hold any such securities and no securities are held on his behalf, a statement to that effect; and
(0 whether or not the securities offered are, or, in the case of
securities to be issued, will be, fully paid up, and, if not, to what extent they am or will be paid up, and, if the issuing corporation has fixed a date and amount for payment of outstand- ing calls, the date and amount of each such call.
(2) If any of the particulars required by sub-paragraph (1) are not available by reason of the issuing corporation not having carried on business For a sufficient length of time, or for any other reason, the offer shall state that fact; and if the issuing corporation is one incorporated in Hong Kong in respect of which those particulars are not available in the retumma of the corporation filled with the Registrar of Companies, the offer shall also state that faci.
5. If the securities offered are yet to be issued, the offer shall-
(a) state-
(i) whether or not the issue requires the authority of a resolu- tion of the issuing corporation;
(D) the frat dividend in which the securities will participate;
and
(iii) whether or not there has been, to the knowledge of the offeror, any material change in the financial position of the issuing corporation since the date of the balance sheet and proft and loss account of the corporation for the financial year preceding the date of the offer and, if so, particulars of the change;
(b) be accompanied by copies of the balance sheet and profit and loss account of the corporation (if any) made up to the end of the last financial year of the corporation precoding the date of the offer;
(e) be accompanied by copies of the memorandum and articles of association or other document constituting or defining the constitu- tion of the issuing corporation unless the offer specifies-
(i) a place in Hong Kong at which copies of those documents may be inspected by offerees; and
(B) the times at which they may be inspected;
(d) in the case of securities which will be uniform in all respecte with previously issued securities of the issuing corporation that are not currently listed on a stock exchange, give any information that the offeror may have as to the number and nominat valpe of those securities which have been sold during the period of 6 months preceding the date of the offer, and the prices yielded