1972-HKRS28-16-20_Part05 — Page 16

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PART IT

REPORTS TO BE SET OUT

31. (1) A report by the auditors of the company and of any guarantor corporation referred to in the prospectus with respect lo-

(a) profits and losses and assets and liabilities of the company and of any guarantor corporation referred to in the prospectus in accordance with sub-paragraph (2) or (3), as the case required:

and

(b) the rates of the dividends. if any, paid by the company in respect of each class of shares in the company in respect of each of the Ave financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares in respect of any of those years;

and, if no accounts have been made up in respect of any part of the period of five years ending on a date three months before the issue of the prospectus, containing a statemcul of that fact.

(2) If the company or the guarantor corporations have no subsidiaries, the report shall-

(a) so far as regards profits and losses, deal with the profits or losses of the company and of the guarantor corporations referred to in the prospectus in respect of each of the five financial years immediately preceding the issue of the prospectus; and

(b) so far as regards assets and liabilities, deal with the assets and liabilities of the company and of the guarantor corporations referred to in the prospectus at the last date to which the accounts of the company end of the guarantor corporations were made up

(3) If the company or the guarantor corporations have subsidiaries, the report shall-

(a) so far as regards profits and losses, deal separately with the company's and the guarantor corporations" (other than subsidiaries) profits of losses as provided by sub-paragraph (2) and, in addition, deal either-

(i) as a whole with the combined profits or losses of their subsidiaries;

(ii) individually with the profits or losses of each subsidiary: or, instead of dealing separately with the company's profits or losses, deal as a whole with the profits or losses of the company and of the guarantor corporations and with the combined profits or losses of their subsidiaries; and

(b) so far as regards assets and liabilities, deal separately with the company's and the guarantor corporations' (other than subsidiaries) assels and liabilities as provided by sub-paragraph (2) and, in addition, deal either-

(i) as a whole with the combined assets and liabilities of its or their subsidiaries, with or without the company's assets and liabilities; or

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(ii) individually with the assets and liabilities of each subsidiary;

and shall indicate as respects the profits or losses and assels and Rabilities of the subsidiaries the allowance to be made for persons other than members of the company.

32 If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in the purchase of any business, a report made by accountants (who shall be named in the prospectus) upon-

(a) the profits or losses of the business in respect of each of the five financial years immediately preceding the issue of the prospectus; and

(b) the assets and liabilities of the business at the last date to which

the accounts of the business were madę up.

33. (1)

(a) the proceeds, or any part of the proceeds, of the issue of the sbares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of abares in any other body corporate; and

(8) by reason of that acquisition or anything to be done in con- sequence thereof or in connexion therewith that body corporate will become a subsidiary of the company.

a report made by accountants (who shall be named in the prospectus)

the profits or losses of the other body corporate in respect of each of the five financial years immediately preceding the issue of the prospectus; and

(li) the assets and liabilities of the other body corporate at the last date to which the accounts of the body corporate were made up. (2) The said report shal—–—–

(a) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have fallen to be made, in relation to assets and fiabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and

(b) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by sub-paragraph (3) of paragraph 31 in relation to the company and its subsidiaries, 34. (1) This paragraph shall apply in the case of every company whose accounts at the last date to which the accounts have been made up disclose that either a value exceeding ten per cent of the value of the assets of the company or a value of not less than three million dollars, is placed on the company's interests in land or buildings.

(2) A valuation report with respect to all the company's interests in land or buildings which shall include the following particulars of each property

(d) the address;

(b) a brief description;

(c) the use at the date of the report;