SCHEDULE 2

Form of Statement in Lieu of Prospectus to be Delivered to Registrar by a Private Company on Becoming a Public Company

The Companies Ordinance.

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

Pursuant to section 27 of the Companies Ordinance.

Delivered for registration by  
The nominal share capital of the company. £
Divided into Shares of £ each
Amount (if any) of above capital which consists of redeemable preferences shares. The date on or before which these shares are, or are liable, to be redeemed. Shares of £ each
Names, descriptions and addresses of directors or proposed directors.  
Amount of shares issued. Shares
Amount of commissions paid in connection 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 one year has elapsed since the date on which the company was entitled to commence business:—  
Amount of preliminary expenses £
Amount paid to any promoter. Name of promoter.
  Amount £
Consideration for the payment. 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 issued within the two 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:—
Names and addresses of Vendors of Property (1) purchased or acquired by the company within the two years preceding the date of this statement or (2) agreed or proposed to be purchased or acquired by the company.  
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 £
Dates of, and parties to, every material contract (other than contracts entered into in the ordinary course of business or entered into more than two years before the delivery of this statement).  
Time and place at which the contracts or copies thereof may be inspected.  
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 two 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 three 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.  
If any of the unissued shares or debentures are to be applied in the purchase of any business the amount, as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of the three financial years immediately preceding the date of this statement, provided that in the case of a business which has been carried on for less than three years and the accounts of which have only been made up in respect of two years or one year the above requirement shall have effect as if references to two years or one year, as the case may be, were substituted for references to three years, and in any such case the statement shall say how long the business to be acquired has been carried on.  


(Signatures of the persons above-named as directors or proposed directors or of their agents authorized in writing)

Date

Note.—In this Form, “vendor” includes a vendor as defined in Part III of Schedule 3 to the Ordinance, and “financial year” has the meaning assigned to it in that Part of that Schedule.