Hong Kong Ordinances

COMPANIES ORDINANCE - SCHEDULE 2

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.)		....................................................... ........................................................ ........................................................

(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.

(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.

(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;