Chapter: 32  COMPANIES ORDINANCE

Schedule Num: 4  Version Date 01/12/2005

FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DELIVERED TO REGISTRAR BY A COMPANY WHICH DOES NOT ISSUE A PROSPECTUS OR WHICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED, AND REPORTS TO BE SET OUT THEREIN

FOURTH SCHEDULE

[sections 2B & 43]

(Amended 12 of 2005 s. 16)

PART I

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

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

Pursuant to section 43 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 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.

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 agreed to be issued as fully or partly paid up otherwise than in cash.  1. shares of $

fully paid.

2. shares upon

which         per

share credited as paid.

3. debenture $

The consideration for the intended issue of those shares and 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 purchased or acquired, 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 the business intended to be carried on by the company or the amount of the purchase money is not material.

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

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

Cash ......... $

Shares ....... $

Debentures

Goodwill ....

Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company; or  Amount paid.

Amount payable.

Rate of the commission ........................................  Rate per cent.

The number of shares, if any, which persons have agreed for a commission to subscribe absolutely.

Estimated amount of preliminary expenses.  $

By whom those expenses have been paid or are payable.

Amount paid or intended to be paid to any promoter.  Name of promoter.

Amount $

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

Any other benefit given or intended to be given to any promoter.  Name of promoter-

Nature and value of

benefit-

Consideration for giving of benefit.  Consideration-

Dates of, parties to and general nature of every material contract (other than contracts entered into in the ordinary course of the business intended to be carried on by the company 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 (if any).

Full particulars of the nature and extent of the interest 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  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 by him or by the firm in connexion with the promotion or formation of the company.  (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. Where it is proposed to acquire 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) Where it is proposed to acquire 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. 16)

(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 insub-paragraph (1) shall-  (Amended 12 of 2005 s. 16)

(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. 16)

(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 the last foregoing sub-paragraph and, in addition, deal either-  (Amended 12 of 2005 s. 16)

(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. 16)

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 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. 16)

5. Any report required by Part II shall either indicate by way of note any adjustments as respects the figures of any profits or losses or assets and liabilities dealt with by the 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. 16)

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. (Fourth Schedule replaced 78 of 1972 s. 21. Amended L.N. 187 of 1993; 83 of 1995 s. 23)

Our latest offshore news
30/09/2006
Welcome to join our discussions
on Offshore Companies, Incorporations,
Jurisdictions, etc..
23/10/2007
A company operating in Hamburg, Beiersdorf Aktiengesellschaft has recently announced entering a share purchase agreement with a BVI-incorporated Global Source Investments Limited and Hong Kong-incorporated C-BONS Holding (International) Limited.
02/07/2007
Hong Kong Financial Secretary Henry Tang suggests that issuing renminbi-denominated financial bonds in Hong Kong will reinforce its banking status. Monetary Authority Chief Executive Joseph Yam has also commented on this issue.
20/06/2007
According to the data released by the Census & Statistics Department of Hong Kong, the BVI is one of the top destinations for Hong Kong's external factor income outflow and inflow in Quarter 1 of 2007.
15/06/2007
The government of Hong Kong has published its final report on the public consultation on tax reform to provide recommendations about exploring some options aimed at the development and enlargement of narrow tax base in Hong Kong.
02/06/2007
On May 28, 2007, the launch of Unsolicited Electronic Messages Ordinance from June 1 was announced by Hong Kong's Commerce, Industry & Technology Bureau. The Ordinance is to be carried out in 2 phases.
20/05/2007
At the Swiss Private Bankers' Association's meeting, Hong Kong Financial Secretary Henry Tang invited swiss bankers to use Hong Kong as a regional base for managing their businesses in Asia.
12/05/2007
At the Hong Kong Economic and Trade Office Seminar named "Hong Kong - New Opportunities as an International Financial Centre", Joseph Yam announced a strategy to make a greater Hong Kong's contribution to the reform and liberalisation of the Mainland China and to maintain the status of Hong Kong as an international financial centre.
27/04/2007
On April 25, 2007, Hong Kong Financial Secretary Henry Tang told legislators that from 2004 to 2005 growth in Hong Kong's combined fund-management business was on 25%.
12/04/2007
According to the Global Financial Centers Index (GFCI), Hong Kong is the 3rd most competitive financial centre in the world.
30/03/2007
India's largest public sector bank in terms of aggregate business, Canara Bank announced that it is opening the 1st branch in Hong Kong, which is an expanding move for the bank.
12/03/2007
At the 14th APEC SME Ministerial Meeting, Director-General of the Hong Kong Trade & Industry department, stated that Hong Kong's favourable business environment is underpinned by the rule of law, free flow of capital and information, a low and simple tax regime, an independent judiciary and an efficient government.
21/02/2007
According to the announcement made by the Hong Kong Monetary Authority (HKMA) on February 7, 2007, Hong Kong's official foreign currency reserve assets amounted to the total of USD 133.7 billion in the end of January 2007.
09/02/2007
Hong Kong Monetary Authority announced the amount of official foreign currency reserve assets on the end of January 2007, which totalled at USD 133.7 billion.
01/02/2007
Rewrite of the Companies Ordinance will bring substantial benefits to Hong Kong, especially in strengthening competitiveness of the jurisdiction and its status as a global business and financial centre.
29/01/2007
Hong Kong is to receive benefits from increased links with the market of mainland China, as stated by Hong Kong Monetary Authority Chief Executive.
26/01/2007
New Anti-Money Laundering rules are introduced by Hong Kong's Security Bureau. Customers' identities and record transactions of HK$ 8 000 dollars or more must be verified by remittance agents and money changers.
17/01/2007
The Heritage Foundation has ranked Hong Kong as the freest economy in the world for the 13th consecutive year. It is followed by Singapore and Australia.
06/01/2007
Comparing to 2005, property sale and purchase agreements in Hong Kong in 2006 fell 19.9%. This fact was released on January 4, 2007 by the Land Registry.
03/01/2007
Financial Secretary of Hong Kong, Henry Tang understands people's high expectations for the 2007-2008 Budget, however, he suggests the necessity of a balance between the interests of different parties when devising it.
21/12/2006
In November, inflation in Hong Kong accelerated to 2.2% on higher clothing, housing and food prices. To compare this figure, the Census and Statistics Department indicates 2% inflation in October.
08/11/2006
According to the IMF, the economy of Hong Kong is expected to grow by 6% this year and maintain growth of 5% in 2007. The IMF stated that growth prospects will depend on the management and expanding the evolving financial integration with the Mainland.
30/10/2006
In Hong Kong, two new banking regulations have been gazetted to be tabled at the Legislative Council on November 1. These are the Banking (Capital) Rules and Banking (Disclosure) Rules. The rules are to be in force from January 1, 2007.
18/10/2006
According to the UN's World Investment Report 2006, Hong Kong attracted USD 35.9 billion in foreign direct investment (FDI) last year, up 5.6% on 2004. So, Hong Kong is the 2nd-largest FDI destination in Asia after China, which amassed USD 72.4 billion.
16/10/2006
Hong Kong is likely to refuse discussing joining the EU's tax information-sharing scheme applied under the Savings Tax Directive. The EU would like to sign the Agreement and include information-sharing there.
25/11/2007
Recently, the Seychelles International Business Authority has sponsored Asia Offshore Association (AOA) Conference in Vietnam, and International Tax Planning Association (ITPA) meeting in Hong Kong.