1964_COMPANIES_ORDINANCE — Page 248

332

CAP. 32]

Companies

[1984 Ed.

4. If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than 5 years, the accounts of the business or body corporate have only been made up in respect of 4 years, 3 years, 2 years or 1 year, Part II of this Schedule shall have effect as if references to 4 years, 3 years, 2 years or 1 year, as the case may be, were substituted for references to 5 years.

5. Any report required by Part II of this Schedule shall either indicate by way of note any adjustment as respects the figures of any profits or losses or assets and liabilities dealt with by report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.

6. Any report by accountants required by Part II shall be made by accountants authorized under this Ordinance for appointment as auditors of a company and shall not be made by any accountant who is an officer or servant, or a partner of or in the employment of an officer or servant, of the company, or of the company's subsidiary or holding company or of a subsidiary of the company's holding company; and for the purposes of this paragraph the expression "officer" shall include a proposed director but not an auditor.

7. For the purposes of Part I, the description of a person, that is to say, his profession, trade or other occupation shall be stated with particularity and precision; and the description "Company Director" shall be inadequate unless supplementary information is provided stating the nature of the relevant company's business.

8. For the purposes of Part I, "address" in the case of a natural person means the place of his usual residence.

(Second Schedule replaced, 78 of 1972, s. 21)

THIRD SCHEDULE

[ss. 38 & 342.]

MATTERS TO BE SPECIFIED IN PROSPECTUS AND

REPORTS TO BE SET OUT THEREIN

PART I

MATTERS TO BE SPECIFIED

1. The general nature of the business of the company, and if the company carries on 2 or more activities which are material having regard to profits or losses, assets employed or any other factor, information as to the relative importance of each such activity.

2. The authorized share capital and the description and nominal value of the shares into which it is divided, the amount of share capital issued or agreed to be issued, and the amount paid up on the shares which have been issued.

3.

Sufficient particulars and information to enable a reasonable person to form as a result thereof a valid and justifiable opinion of the shares or debentures and the financial condition and profitability of the company at the time of the issue of the prospectus.

4. The number of founders or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company.

5. The number of shares. if any, fixed by the articles as the qualification of a director, and any provision in the articles as to the remuneration of the directors.

6. The names, descriptions and addresses of the directors or proposed directors.

7. Where shares are offered to the public for subscription, particulars as to- (a) the minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters-

—

(i) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue; (ii) any preliminary expenses payable by the company, and any commis- sion so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, shares in the company;

any