(18) | An appendix containing the
following information: |
| |
| (a) | a responsibility statement
by the directors that the circular has been seen and approved by the directors
of the listed issuer 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; |
| | |
| (b) | where a person is named in
the circular as having advised the listed issuer 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that such adviser has given and has not withdrawn its written consent to the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 and/or letter (where applicable) in the form
and context in which it is included; |
| | |
| (c) | a statement of all material
contracts (not being contracts entered into in the ordinary course of business)
entered into by the listed issuer 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: |
| | |
| | (i) | the date of the contract; |
| | | |
| | (ii) | the parties of the
contract; |
| | | |
| | (iii) | the general nature; and |
| | | |
| | (iv) | the consideration and mode
of satisfaction; |
| | | |
| (d) | a statement of all material
litigation, claims or arbitration involving the listed issuer and/or any of its
subsidiaries, including those pending or threatened against such corporations. The following particulars must be disclosed: |
| | | |
| | (i) | the background; |
| | | |
| | (ii) | the date of the suit; |
| | | |
| | (iii) | the names of the
plaintiff(s) and defendant(s); |
| | | |
| | (iv) | the estimate of the maximum
exposure to liabilities; |
| | | |
| | (v) | the directors’/solicitors’
opinion of the outcome; and |
| | | |
| | (vi) | the status; |
| | | |
| (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 issuer: |
| | | |
| | (i) | the memorandum and articles
of association; |
| | | |
| | (ii) | the audited financial
statements of the listed issuer/group for the past 2 financial years and the
latest unaudited results since the last audited financial statements; |
| | | |
| | (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; |
| | | |
| | (iv) | the letters of consent
referred to in subparagraph (b) above; |
| | | |
| | (v) | the material contracts
referred to in subparagraph (c) above; and |
| | | |
| | (vi) | the relevant cause papers
in respect of material litigation referred to in subparagraph (d) above; and |
| | | |
(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. |