Chapter: 32  COMPANIES ORDINANCE

Schedule Num: 2  Version Date 01/12/2005

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A PRIVATE COMPANY ON BECOMING A PUBLIC COMPANY AND REPORTS TO BE SET OUT THEREIN

SECOND SCHEDULE [sections 2B & 30]

(Amended 12 of 2005 s. 14)

PART I

FORM OF STATEMENT AND PARTICULARS TO BE CONTAINED THEREIN THE COMPANIES ORDINANCE

Statement in lieu of Prospectus delivered for registration by [Insert the name of the company]

Pursuant to section 30 of the Companies Ordinance

Delivery for registration duly authorized by (Insert the name of every director who has authorized and signed this Statement).

The nominal share capital of the company ............  $

Divided into ........................................................  Shares of                each.

"      "                        "

"      "                        "

Amount (if any) of the above capital which consists of redeemable shares.  Shares

of                  each.

The earliest date on which the company has power to redeem these shares.

Names, descriptions and addresses of directors or proposed directors.

Amount of shares issued .....................................  Shares

Amount of commissions paid in connexion therewith.

Amount of discount, if any, allowed on the issue of any shares, or so much thereof as has not been written off at the date of the statement.

Unless more than 1 year has elapsed since the date on which the company began to carry on business-

Amount of preliminary expenses ...................  $

By whom those expenses have been paid or are payable.

Amount paid to any promoter .......................  Name of promoter-

Amount $

Consideration for the payment ......................  Consideration-

Any other benefit given to any promoter .......  Name of promoter-

Nature and value of   benefit-

Consideration for giving of benefit ................  Consideration-

If 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.

Number and amount of shares and debentures issues within the 2 years preceding the date of this statement as fully or partly paid up otherwise than for cash or agreed to be so issued at the date of this statement.  1. shares of $   fully paid.

2. shares upon   which           per share credited as paid.

3. debenture $

Consideration for the issue of those shares or debentures.

4. Consideration

Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.

1. shares of $

and           debentures   of $

Period during which option is exercisable.

2. Until Price to be paid for shares or debentures subscribed for or acquired under option.

3. Consideration for option or right to option.

4. Consideration-

Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.

5. Names and   addresses-

Names and addresses of vendors of property (1) purchased or acquired by the company within the 2 years preceding the date of this statement or (2) agreed or proposed to be purchased or acquired by the company, except where the contract for its purchase or acquisition was entered into in the ordinary course of business and there is no connexion between the contract ]and the company ceasing to be a private company or where the amount of the purchase money is not material.

Amount (in cash, shares or debentures) paid or payable to each separate vendor.

Amount paid or payable in cash, shares or debentures for any such property, specifying the amount paid or payable for goodwill.  Total purchase price   $

Cash .................... $

Shares .................. $

Debentures ...........

Goodwill ...............

Short particulars of any transaction relating to any such property which was completed within the 2 preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company had any interest direct or indirect.

Dates of, parties to, and general nature of every material contract (other than contracts entered into in the ordinary course of business or entered into more than 2 years before the delivery of this statement).

Time and place at which the contracts or copies thereof may be inspected or (1) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (2) in the case of a contract wholly or partly in a language other than the official languages, a copy of a translation thereof in English or Chinese or embodying a translation in English or Chinese of the parts in a language other than the official languages, as the case may be, being a translation certified in the prescribed manner to be a correct translation.  (Amended 23 of 1998 s. 2)

Names and addresses of the auditors of the company.

Full particulars of the nature and extent of the interest of every director in any property purchased or acquired by the company within the 2 years preceding the date of this statement or proposed to be purchased or 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 statement of all sums paid or agreed to be paid to him 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 or to be rendered to the company by him or by the firm.

Rates of the dividends (if any) paid by the company in respect of each class of shares in the company in each of the 5 financial years immediately preceding the date of this statement or since the incorporation of the company whichever period is the shorter.

Particulars of the cases in which no dividends have been paid in respect of any class of shares in any of these years.  (Signatures of the persons above-named as directors or proposed directors or of their agents authorized in writing.)

.......................................................

........................................................

........................................................

Date:

PART II

REPORTS TO BE SET OUT

1. If unissued shares or debentures of the company are to be applied in the purchase of a business, a report made by accountants (who shall be named in the statement) upon-

(a) the profits or losses of the business in respect of each of the 5 financial years immediately preceding the delivery of the statement to the Registrar; and

(b) the assets and liabilities of the business at the last date to which the accounts of the business were made up.

2. (1) If unissued shares or debentures of the company are to be applied directly or indirectly in any manner resulting in the acquisition of shares in an undertaking which by reason of the acquisition or anything to be done in consequence thereof or in connexion therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) with respect to the profits and losses and assets and liabilities of the other undertaking in accordance with sub-paragraph (2) or (3), as the case requires, indicating how the profits or losses of the other undertaking 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 liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.

(2) If the other undertaking has no subsidiaries, the report referred to in sub-paragraph (1) shall-  (Amended 12 of 2005 s. 14)

(a) so far as regards profits and losses, deal with the profits or losses of the undertaking in respect of each of the 5 financial years immediately preceding the delivery of the statement to the Registrar; and

(b) so far as regards assets and liabilities, deal with the assets and liabilities of the undertaking at the last date to which the accounts of the undertaking were made up.

(3) If the other undertaking has subsidiaries, the report referred to in sub-paragraph (1) shall-

(a) so far as regards profits and losses, deal separately with the other undertaking's profits or losses as provided by sub-paragraph (2), and in addition deal either-  (Amended 12 of 2005 s. 14)

(i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the other undertaking; or

(ii) individually with the profits or losses of each subsidiary, so far as they concern members of the other undertaking;

or, instead of dealing separately with the other undertaking's profits or losses, deal as a whole with the profits or losses of the other undertaking and, so far as they concern members of the other undertaking, with the combined profits or losses of its subsidiaries; and

(b) so far as regards assets and liabilities, deal separately with the other undertaking's assets and liabilities as provided by sub-paragraph

(2) and, in addition, deal either-  (Amended 12 of 2005 s. 14)

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

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

and shall indicate as respects the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company.

(Amended 12 of 2005 s. 14)

PART III

PROVISIONS APPLYING TO PARTS I AND II OF THIS SCHEDULE

3. In this Schedule the expression "vendor" includes a vendor as defined in Part III of the Third Schedule and the expression "financial year" has the meaning assigned to it in that Part of that Schedule.

4. If in the case of a business which has been carried on, or of an undertaking which has been carrying on business, for less than 5 years, the accounts of the business or undertaking 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.  (Amended 12 of 2005 s. 14)

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 parent undertaking or of a subsidiary of the company's parent undertaking; and for the purposes of this paragraph the expression "officer" shall include a proposed director but not an auditor.  (Amended 12 of 2005 s. 14)

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. Amended L.N. 187 of 1993; 83 of 1995 s. 22)

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