1972-HKRS28-16-20_Part05 — Page 15

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not being made in contemplation of the issue nor the issue in consequence of the contract; or

(6) as respects which the amount of the purchase money is not

material.

13. The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which paragraph 12 applies, specifying the amount, if any, payable for goodwill.

14. The amount, if any, paid within the two preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, or the rate of any such commission,

15. The amount or estimated amount of preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable.

16. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter, and the consider- ation for the payment or the giving of the benefit.

17. The dates of, parties to and general nature of every material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or a contract entered into more than two years before the date of issue of the prospectus, and a statement that a copy of every such material contract has been delivered to the Registrar for registration.

18. The names and addresses of the auditors, if any, of the company, and, if the prospectus invites the public to subscribe for debentures which are stated in the prospectus to be guaranteed, the names and addresses of the auditors, if any, of the guarantor corporation.

19. Full particulars of the nature and extent of the interest, if any, of every director in the promotion of, or in the property proposed to be acquired by, the company, or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a stalement of all summs paid or agreed to be paid to bim or to the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the Gom ia connexion with the promotion or fortnation of the company.

20. If the prospectus invites the public to subscribe for shares in the company and the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.

21. In the case of a company which has been carrying on business, or of a business which has been carried on for less than three years, the length of time during which the business of the company or the business to be acquired, as the case may be, bas been carried on.

22. The contents or a sufficient summary of the contents of the articles of the company with regard to any borrowing powers exercisable by the directors and the manner of variation of such powers.

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23. Particulars of any bank overdrafts or other similar indebtedness of the company and its subsidiaries, if any, as at the latest practicable date or, if there are no bank overdrafts or other similar Indebtedness, a statement to that effect.

24. Particulars of any hire purchase commitments, guarantees or other material contingent liabilities of the company and its subsidiaries, if any, or, if there are none such, a statement to that effect,

25. Particulars of the authorized debentures of the company and its subsidiaries, if any, the amount issued and outstanding or agreed to be issued, or if no debentures are outstanding a statement to that effect.

26. If the prospectus invites the public to subscribe for debentures of the company-

(a) the rights conferred upon the holders thereof, including rights in respect of interest and redemption, and particulars of the security, if any, therefor:

af

(b) the designation of auch debentures, which in the case

debentures not secured by a charge on assets of the company shall incorporate the word "unsecured" and shall only incorporate the word "mortgage" if they are secured to a substantial extenl by a specific mortgage or charge;

(c) particulars of any guarantee subsisting in respect of the debentures, including the name and address of the guarantor, and the designation or any description of the debentures shall only incorporate the word "guaranteed" if they are guaranteed to a substantial extent by a legally enforceable guarantee.

27. A statement as to the gross trading income or sales turnover tas may be appropriate) of the company during the five preceding years including an explanation of the method used for the computation of such income or tumover, and a reasonable break-down between the more important trading activities; but a bank, discount house or other company whose business is in the opinion of the directors of a character that such a statement is either not practicable or not of value may instead include an explanation of the absence of such a statement,

28. If the prospectus offers shares in the company for sale to the public-

(a) the names, addresses and descriptions of the vendor or vendors of the shares, or, if there are more than ten vendors, the like particulars of the len principal vendors and a statement of the number of other vendors;

(b) particulars of any beneficial interest possessed by any director

of the company in any shares so offered for sale.

29. The name, date and country of incorporation, whether public or private (if applicable), the general nature of the business, the issued capitul and the proportion thereof beld or intended to be held, of every company the whole of the capital at which or a substantial proportion thereof is held or intended to be held, or whose profits or assets make or will make a material contribution to the figures, in the auditors' report or to the next accounts of the company.

30. A statement of the persons holding or beneficially interested in 20y substantial part of the share capital of the company and the amounts of the holdings in question.