1964_SECURITIES_ORDINANCE — Page 106

1989 Ed.]

Securities

[CAP. 333

105

(b)

(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;

(i) the authorized capital of the issuing corporation;

the amount of the authorized capital of the corporation that has been issued and is outstanding at the date specified as being the close of the 5 financial years of the corporation immediately 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 nominal value respectively of shares issued for cash and shares issued as fully or partly paid up for a consideration other than cash;

(c) (i) the number and total nominal value of shares issued since the close of the last financial year of the issuing corporation;

(ii) the classes (if any) into which the shares are divided and the rights of each class of shareholder in respect of capital, dividends and voting;

(iii) the number and total nominal value respectively of shares 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 reduction 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;

(e)

(i) the amount of the net profit or loss of the issuing corporation (before taking into account any form of tax calculated by reference to the amount of profits of the corporation);

(ii) the rate per cent of dividends paid by the issuing corporation and the amount distributed by way of dividends on each class of shares during each of the 5 financial years immediately preceding the offer; and

(iii) 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 corporation and outstanding not more than 28 days before the date of the 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;

(h) 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

(i) 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 are or will be paid up, and, if the issuing corporation has fixed a date and amount for payment of outstanding calls, the date and amount of each such call.

(2) If any of the particulars required by subparagraph (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 returns of the corporation filed with the Registrar of Companies, the offer shall also state that fact.

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 resolution of the issuing corporation;

(ii) the first 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 profit and loss account of the corporation for the financial year preceding the date of the offer and, if so, particulars of the change;