SCHEDULE 5.

Form of Annual Return of a Company Having a Share Capital

Annual Return of the Company Limited, made up to the day of 19 (being the fourteenth day after the date of the first or only ordinary general meeting in 19 ).

The address of the registered office of the company is as follows:

Summary of Share Capital and Shares.

Nominal Share Capital of divided into*

shares of

£_ _ _ each

shares of

£_ _ _ each

Total number of shares taken up* to the day of _ _ _ 19_ _ , being the date of the return (which number must agree with the total shown in the list as held by existing members).

*Where there are shares of different kinds or amounts (e.g. Preference and Ordinary or £1 and 5p) state the number and nominal values separately.

Number of shares issued subject to payment wholly in cash.  
Number of shares issued as fully paid up otherwise than in cash.  
Number of shares issued as partly paid up to the extent of per share otherwise than in cash.  
*Number of shares (if any) issued at a discount.
Total amount of discount on the issue of shares which has not been written off at the date of this Return. £
 There has been called up on each of shares £
 There has been called up on each of shares £
 There has been called up on each of shares £
^Total amount of calls received, including payments on application and allotment. £
Total amount (if any) agreed to be considered as paid on shares which have been issued as fully paid up otherwise than in cash. £
Total amount (if any) agreed to be considered as paid on shares which have been issued as partly paid up to the extent of _ _ _ per share, otherwise than in cash. £
Total amount of calls unpaid £
Total amount of the sums (if any) paid by way of commission in respect of any shares or debentures or allowed by way of discount in respect of any debentures since the date of the last Return. £
Total number of shares forfeited  
Total amount paid (if any) on shares forfeited £
Total amount of shares for which share warrants to bearer are outstanding. £
Total amount of share warrants to bearer issued and surrendered respectively since the date of the last Return. Issued £
  Surrendered £
Number of shares comprised in each share warrant to bearer.  
Total amount of the indebtedness of the company in respect of all mortgages and charges of the kind which are required to be registered with the Registrar of Companies under the Companies Ordinance. £


*If the shares are of different kinds, state them separately.

Where various amounts have been called, or there are shares of different kinds, state them separately.

^Include what has been received on forfeited as well as on existing shares.

Copy of Last Audited Balance Sheet of the Company

Note.—Except where the company is a private company within the meaning of section 26 of the Companies Ordinance, this Return must include a written copy, certified by a director or by a manager or secretary of the company to be a true copy, of the last balance sheet which has been audited by the company’s auditors (including every document required by law to be annexed thereto) together with a copy of the report of the auditors thereon (certified as aforesaid), and if any such balance sheet is in a foreign language there must also be annexed to it a translation thereof in English certified in the prescribed manner to be a correct translation. If the said last balance sheet did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets there must be made such additions to and corrections in the said copy as would have been required to be made in the said balance sheet in order to make it comply with the said requirements, and the fact that the said copy has been so amended must he stated thereon.

Private Company

Certificates to be given by a Private Company.

A. “I certify that the company has not since the date of the *last Annual Return issued any invitation to the public to subscribe for any shares or debentures of the company.”

(Signature) (State whether Director or Secretary.)

B. Should the number of members of the company exceed fifty the following certificate is also required:—

“I certify that the excess of members of the company above fifty consists wholly of persons who are in the employment of the company and/or of persons who, having been formerly in the employment of the company were while in such employment, and have continued after the determination of such employment to be, members of the company.”

(Signature).

(State whether Director or Secretary).

The Return must be signed at the end by a Director or by the Manager or Secretary of the company.

Delivered for filing by

*In the case of the first Annual Return strike out the words “last Annual Return” and substitute therefor the words “Incorporation of the Company.”

Particulars of the *Directors of the Company, Limited, at the date of the Annual Return.

The present Fore Name or Names and Surname

Any former Fore Name or Names or Surname

Nationality

Nationality of origin (if other than the present nationality)

Usual residential address

^Other business occupation (if any). If none state so

* “Director” includes any person who occupies the position of a director by whatever name called and any person in accordance with whose directions or instructions the directors of a company are accustomed to act.

In the case of a corporation its corporate name and registered or principal office should be shown.

^In the case of an individual who has no business occupation but holds any other directorship or directorships particulars of that directorship or of some one of those directors must be entered.

List of Persons holding Shares in the _ _ _ Company, Limited, on the _ _ _ day of _ _ _ 19.. and of Persons who have held Shares therein at any time since the date of the Return, or (in the case of the first Return of the incorporation of the Company, showing their Names and Addresses, and an account of the Shares so held.

N.B. — If the names in this list are not arranged in alphabetical order, an index sufficient to enable the name of any person in this list to be readily found must be annexed to this list.

Folio in Register Ledger, containing Particulars

Names, Addresses and Occupations.

Surname

Fore Name

Address

Occupation

Account of Shares.

*Number of Shares held by existing members at date of Return.

^Particulars of shares transferred since the date of the last Return, or (in the case of the first Return) of the incorporation of the Company, by persons who are still members.

Number

Date of Registration of Transfer

^Particulars of shares transferred since the date of the last Return, or (in the case of the first Return) of the incorporation of the Company, by persons who have ceased to be members.

Number

Date of Registration of Transfer

Remarks

(Signature) (state whether Director or Manager or Secretary)

* The aggregate number of shares held, and not the distinctive numbers, must be stated, and the column must be added up throughout so as to make one total to agree with that stated in the summary to have been taken up.

When the shares are of different classes these columns may be subdivided so that the number of each class held or transferred, may be shown separately where any shares have been converted into stock the amount of stock held by each member, must be shown.

^The date of registration of each transfer should be given as well as the number of shares transferred on each date. the particulars should be placed opposite the name of the transferor, and not opposite that of the transferee, but the name of the transferee may be inserted in the “Remarks” column immediately opposite (sic) the particulars of each transfer.

Particulars of the Secretaries of the Company, Limited, at the date of the Annual Return.

^The present Fore Name or Names and Surname

Any former Fore Name or Names or Surname

Nationality

Nationality of origin (if other than the present nationality)

Usual residential address

Other business occupation (if any).

^in the case of a corporation its corporate name and registered or principal office should be shown.