Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 29
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692.
If there are shares not representing capital, the number and main characteristics of such shares shall be stated.
3.
Indicate the number, book value and face value of shares in the company held by or on behalf of the company
itself or by subsidiaries of the company.
4.
Where there is authorized but unissued capital or an undertaking to increase the capital, for example, in
connection with warrants, convertible obligations or other outstanding equity-linked securities, or subscription
rights granted, indicate: (i) the amount of outstanding equity-linked securities and of such authorized capital
or capital increase and, where appropriate, the duration of the authorization; (ii) the categories of persons having
preferential subscription rights for such additional portions of capital; and (iii) the terms, arrangements and
procedures for the share issue corresponding to such portions.
5.
The persons to whom any capital of any member of the group is under option or agreed conditionally or
unconditionally to be put under option, including the title and amount of securities covered by the options;
the exercise price; the purchase price, if any; and the expiration date of the options, or an appropriate negative
statement. Where options have been granted or agreed to be granted to all the holders of shares or debt
securities, or of any class thereof, or to employees under an employees’ share scheme, it will be sufficient so
far as the names are concerned, to record that fact without giving names.
6.
A history of share capital for the last three years identifying the events during such period which have changed
the amount of the issued capital and/or the number and classes of shares of which it composed, together with
a description of changes in voting rights attached to the various classes of shares during that time. Details
should be given of the price and terms of any issue including particulars of consideration where this was other
than cash (including information regarding discounts, special terms or installment payments). If there are no
such issues, an appropriate negative statement must be made. The reason for any reduction of the amount of
capital and the ratio of capital reductions also shall be given.
7.
An indication of the resolutions, authorizations and approvals by virtue of which the shares have been or will
be created and/or issued, the nature of the issue and amount thereof and the number of shares which have been
or will be created and/or issued, if predetermined.
B.
Memorandum and articles of association. The following information shall be provided:
1.
Indicate the registor and the entry number therein, if applicable, and describe the company’s objects and
purposes and where they can be found in the memorandum and articles.
2.
With respect to directors, provide a summary of any provisions of the company’s articles of association or
charter and bylaws with respect to: (a) a director’s power to vote on a proposal, arrangement or contract in which
the director is materially interested; (b) the directors’ power, in the absence of an independent quorum, to vote
compensation to themselves or any members of their body; (c) borrowing powers exercisable by the directors
and how such borrowing powers can be varied; (d) retirement or non-retirement of directors under an age limit
requirement; and (e) number of shares, if any, required for director’s qualification.
3.
Describe the rights, preferences and restrictions attaching to each class of the shares, including: (a) dividend
rights, including the time limit after which dividend entitlement lapses and an indication of the party in whose
favor this entitlement operates; (b) voting rights, including whether directors stand for reelection at staggered
intervals and the impact of that arrangement where cumulative voting is permitted or required; (c) rights to share
in the company’s profits; (d) rights to share in any surplus in the event of liquidation; (e) redemption provisions;
(f) sinking fund provisions; (g) liability to further capital calls by the company; and (h) any provision
discriminating against any existing or prospective holder of such securities as a result of such shareholder
owning a substantial number of shares.
4.
Describe what action is necessary to change the rights of holders of the stock, indicating where the conditions
are more significant than is required by law.
5.
Describe the conditions governing the manner in which annual general meetings and extraordinary general
meetings of shareholders are convoked, including the conditions of admission.
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