authority for approval in accordance with regulation 4 shall contain the following information (a) Rights of Holders the rights applicable to holders of the shares as regards dividends, capital, pre-emptive rights to subscribe to new issues of shares, redemption (where applicable), voting rights and the creation or issue of further shares of equal priority with the shares;
(b)
Information on Bankers the name(s) and business address(es) of the major bank(s) providing services to the issuer as lender, provider of credit facilities, or guarantor of any indebtedness and the name and business address of any registrar appointed by the issuer to provide services with respect to the issue;
(c)
Statement on Legal Status and Affairs of Issuer (i) a brief history of the initial organisation of the business, including the form and name under which the initial organisation took place;
(ii)
the nature and results of any bankruptcy, receivership or similar proceedings with respect to the issuer;
(iii)
the nature and results of any other material reclassification, merger, or consolidation of the issuer or any of its significant subsidiaries;
(iv)
the acquisition of disposition of any material amount of assets otherwise than in the ordinary course of business and any material changes in the mode of conducting the business;
(v)
a summary of the material provisions of the articles of association with respect to annual general meetings of shareholders, voting rights of shareholders, the election and removal of directors and the rights of directors to vote on proposals in which they have a personal interest;
(vi)
a legal opinion including, but not limited to, the following-
(A)
whether all licences and consents required to perform the business or proposed business of the issuer have been duly obtained;
(B)
the validity of evidence of ownership of land, plant and equipment and other important and relevant assets of the issuer;
(C)
any agreements or contracts with respect to the proposed issue of securities including, where applicable, but not limited to underwriting contracts, agreements or contracts with any securities exchange, registrar and trustees of bonds, debentures or other credit securities;
(D)
any material litigation, prosecution or other civil or criminal legal action in which the issuer or any of its directors is involved;
(E)
whether the existing capital of the issuer and any proposed changes to it is in conformity with applicable laws and has received all necessary authorisations; and
(F)
any other material items with regard to the legal status of the issuer and the proposed issue.
(d)
Information Relating to Directors (i) a brief account of the business experience during the preceding five years of each director or person nominated to be a director including his or her principal occupation in any company in which he or she was employed;
(ii)
whether any director, executive officer, person nominated to become a director or executive officer is or has been involved in any of the following events-
(A)
that person or any partnership in which he or she was a partner or any company of which he or she was an executive officer, is or has been the subject of a filing of a petition under any bankruptcy law; (B) that person has been convicted in a criminal proceeding or is a named subject of a ruling of a court of competent jurisdiction or any governmental body, that permanently or temporarily prohibited him or her from acting as an investment adviser or as a director or employee of a broker or dealer, director or employee of any financial institution or engaging in any type of business practice or activity;
(iii)
the number of each class of shares of the issuer held by each director;
(iv)
whether any director has the intention to sell any holdings in the same class of securities to be issued by the issuer in the public distribution within a period of one year after the conclusion of the public distribution; (v) details of any material acquisitions or disposals of share capital of the issuer by each director within a one year period prior to the public distribi tion;
(vi)
material details of all options to purchase securities of the issuer or any subsidiary or holding company of the issuer, granted to be purchased or exercised by each director within a one year period prior to the public distribution;
(vii)
details of any existing contracts between the directors and the issuer;
(e)
Capital of Issuer (i) the authorised share capital, the amount issued, the amount paid-up, and the description and nominal value of the shares;
(ii)
particulars of any capital of the issuer's subsidiaries which has, within the two years immediately preceding the public distribution, been issued and fully or partly paid-up otherwise than in cash and the consideration if any, for which that capital has been issued; (iii) particulars of any capital of the issuer or of any of its subsidiaries, which has, within the two years immediately preceding the publication of the prospectus, been issued for cash and the price and terms upon which that capital has been issued and, if not already fully paid, the dates when any instalments are payable with any amounts of instalments in arrears; (iv) any other material alterations in the share capital of the issuer within the two years immediately preceding the public distribution;
(v)
all substantial shareholders of the issue, together with particulars of their respective holdings of share capital; (vi) the number of shares to be listed upon the first listing date (if applicable) following the public distribution, indicating whether the issuer or any substantial shareholder has the intention to cause additional shares to be listed within a twelve month period after the initial listing; (f) Debt of Issuer in relation to the issuer and its subsidiaries, any material outstanding indebtedness, including bank loans, overdrafts, debentures, hire purchase agreements, mortgages, bank acceptance credits and financial guarantees by the issuer and other contingent liabilities shall be indicated in the prospectus; and the particulars shall include the date, maturity and character of the indebtedness, rate of interest, basic repayment provisions and any provisions which allow for the conversion of the debt into another class of securities of the issuer;
(g)
Land and Fixed Assets of Issuer and Subsidiaries (i) particulars of the location, area, or tenure (including in the case of leaseholds the rent and unexpired term) of the factories and main buildings;
(ii)
particulars about the primary plant and equipment, including cost, age, model and vendor, indicating whether the plant and equipment is expected to be replaced within two years after the conclusion of the public distribution; (h) Valuation Report a valuation report with respect to the estimated value of the land and property and equipment mentioned in subparagraph (g) of this paragraph shall be provided if required, to the prescribed authority; (i) Material Contracts the dates of and parties to, all material contracts (not being contracts entered into in the ordinary course of business) entered into within the two years immediately preceding the publication of the prospectus, together with a summary of the principal contents of each contract including particulars of any consideration passing to or from the issuer or any subsidiary shall be indicated in every prospectus;
(j)
Risk Factors in relation to the business of the issuer, information shall be presented on any new venture risks, construction risks, licensing risks, potential increased competition, regulation, dependence on key personality, taxation, level of indebtedness, dilution, unexpectedness of dividend; (k) Use of Proceeds of the Issue a statement on the intended use of the net proceeds of the issue including transient use of the proceeds;
(I)
Summary a statement containing a summary of the matters specified in subparagraphs (a) to (k) of this paragraph.
