(17) | A recommendation from the board of directors (other than the interested directors) as to the voting action that shareholders should take. |
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(18) | An appendix containing the following information: |
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| (a) | a responsibility statement by the directors that the circular has been seen and approved by the directors of the listed corporation and that they collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the circular misleading; |
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| (b) | where a person is named in the circular as having advised the listed corporation or its directors, a statement that such adviser has given and has not withdrawn its written consent to the inclusion of the adviser’s name or letter (where applicable), or both, in the form and context in which it is included; |
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| (c) | a statement of all material contracts (not being contracts entered into in the ordinary course of business) entered into by the listed corporation and/or its subsidiaries within 2 years immediately preceding the date of the circular. The following particulars must be disclosed in respect of each such contract: |
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| | (i) | the date of the contract; |
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| | (ii) | the parties of the contract; |
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| | (iii) | the general nature; and |
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| | (iv) | the consideration and mode of satisfaction; |
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| (d) | a statement of all material litigation, claims or arbitration involving the listed corporation and/or any of its subsidiaries, including those pending or threatened against such corporations. The following particulars must be disclosed: |
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| | (i) | the background; |
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| | (ii) | the date of the suit; |
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| | (iii) | the names of the plaintiff(s) and defendant(s); |
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| | (iv) | the estimate of the maximum exposure to liabilities; |
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| | (v) | directors' or solicitors' opinion of the outcome; and |
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| | (vi) | the status; |
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| (e) | a statement that for a period from the date of the circular to the date of the general meeting the following documents (or copies of the said documents) may be inspected at the registered office of the listed corporation: |
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| | (i) | the memorandum and articles of association; |
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| | (ii) | the audited financial statements of the listed corporation/group for the past 2 financial years and the latest unaudited results since the last audited financial statements; |
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| | (iii) | all reports, letters or other documents, statement of financial position, valuations and statements by any expert, any part of which is extracted or referred to in the circular; |
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| | (iv) | the letters of consent referred to in subparagraph (b) above; |
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| | (v) | the material contracts referred to in subparagraph (c) above; and |
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| | (vi) | the relevant cause papers in respect of material litigation referred to in subparagraph (d) above. |
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(19) | Any other information concerning the proposal as shareholders and their advisers would reasonably require and would reasonably expect to find in the circular for the purposes of making an informed assessment as to the merits of approving the proposal and the extent of the risks involved in doing so. |