First Schedule

[Section 159] FORM AND CONTENT OF PROSPECTUS

Part I General

1. A prospectus shall be printed in a size not smaller than the type known as eight point Times unless the Registrar, before the issuing, advertising, circulating or distributing of the prospectus in Malaysia, certifies in writing that the type and size of letters are legible and satisfactory.

2. A prospectus shall be dated and that date shall, unless the contrary is proved, be taken as the date of issue of the prospectus.

3. To state that a copy of the prospectus has been lodged with and registered by the Registrar.

4. Immediately after the statement under paragraph 3 is made, the prospectus shall state that the Registrar takes no responsibility as to the contents of the prospectus.

5. To state that no shares or debentures or that no shares and debentures, as the case may be, shall be allotted on the basis of the prospectus later than six months after the date of the issue of the prospectus, unless otherwise specified by the Registrar.

6. If a prospectus contains any statement made by an expert whose consent is required under section 160, the prospectus shall state the date on which the statement, report, memorandum or valuation was made and whether or not it was prepared by the expert for incorporation in the prospectus.

7. A prospectus shall not contain the name of any person as a trustee for debenture holders or as an auditor or a banker or an advocate of the corporation or proposed corporation or for or in relation to the issue or proposed issue of shares or debentures unless that person has consented in writing before the issue of the prospectus to act in that capacity in relation to the prospectus and, in the case of a company or proposed company, a copy verified in a manner determined by the Registrar has been lodged with the Registrar.

8. In addition to paragraph 7, where the prospectus offers shares in or debentures of a foreign company incorporated or to be incorporated, the prospectus shall state the particulars in relation to—

(a) the instrument constituting or defining the constitution of the company;

(b) the enactments or provisions having the force of an enactment by or under which the incorporation of the company was effected or is to be effected;

(c) an address in Malaysia where the instrument, enactment or provisions or certified copies may be inspected;

(d) the date on which and the place where the company was or is to be incorporated; and

(e) whether the company has established a place of business in Malaysia and, if so, the address of its principal office in Malaysia.

9. The matters stated in a prospectus must be within the knowledge of the directors, promoters, principal advisers, auditors, advocates, valuers and other professional advisers or experts or any other persons named in the prospectus, and the following should be considered by the company:

(a) the nature of the business of the company;

(b) the persons likely to consider acquiring shares or debentures;

(c) the fact that certain matters may reasonably be expected to be within the knowledge of professional advisers whom potential investors may reasonably expect to consult; and

(d) whether the persons to whom an issue of, offer for subscription or purchase of, or invitation to subscribe for or purchase, securities is to be made are the holders of securities in the issuer and, if they are, to what extent relevant information has previously been given to them by the issuer under any law, if applicable.

10. Full accountability for the accuracy of all information in the prospectus and the responsibility to ensure that there is no omission of facts which would make any of the statements misleading, remains with the promoters or directors of the issuer or any other person who is a party to the preparation of the prospectus or any of its relevant portions.

11. For the purposes as to form and content of a prospectus, the company and every person named in the prospectus shall comply with any guidelines or furnish any information or documents as specified by the Registrar.

Part II

Matters to be stated

12. The number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders of those shares in the property and profits of the company.

13. The number of shares, if any, fixed by the constitution as the qualification of a director, and any provision in the constitution as to the payment to the directors.

14. The names, descriptions and addresses of all the directors or proposed directors.

15. Where the prospectus relates to shares, particulars as to—

(a) the minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums, or, if any part of the sum is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of—

(i) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;

(ii) any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company;

(iii) the repayment of any money borrowed by the company in respect of any of the foregoing matters; and

(b) the amounts to be provided in respect of the matters a fore said otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.

16. The nature of the company’s business and the names of all corporations which are by virtue of section 7 deemed to be related to the company.

17. The time of the opening of the subscription lists.

18. The amount payable on application and allotment on each share or where that amount may vary during the currency of the offer, the basis of calculation of the amount so payable and, in the case of a second or subsequent offer of shares, the number, description and amount offered for subscription on each previous allotment made within the two preceding years, the number actually allotted, and the amount, if any, paid on the shares so allotted.

19. The number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the option:

(a) the period during which the option is exercisable;

(b) the price to be paid for shares or debentures subscribed for under the option;

(c) the consideration, if any, given or to be given for the option or for the right to the option; and

(d) the names and addresses of the persons to whom the option or the right to the option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.

20. The number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.

21. (a) With respect to any property to which this paragraph applies—

(i) the names and addresses of the vendors;

(ii) the amount payable in cash, shares, or debentures to the vendor and, where there is more than one separate vendor, or the corporation is a sub-purchaser, the amount so payable to each vendor; and

(iii) short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the corporation or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the corporation had any interest, direct or indirect.

(b) The property to which this paragraph applies is property purchased or acquired by the corporation or by any subsidiary of the corporation or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than property the contract for the purchase or acquisition where of was entered into in the ordinary course of the corporation’s or the subsidiary’s business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract.

22. The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which the last preceding paragraph applies, specifying the amount, if any, payable for goodwill.

23. The amount, if any, paid within the two preceding years, or payable, as commission, but not including commission to sub-underwriters, for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the corporation, or the rate of any such commission, and the names of any directors or promoters or experts or proposed directors who are entitled to receive any such commission and the amount or rate of the commission.

24. The amount or estimated amount of preliminary expenses and the persons by whom any of these expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable.

25. Any amount or benefit paid or given within the two preceding years or intended to be paid or given to any promoter, and the consideration for the payment or the giving of the benefit.

26. The dates of, parties to, and general nature of every material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the corporation or a contract entered into more than two years before the date of issue of the prospectus.

27. The names and addresses of the auditors of the corporation.

28. Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director and of every expert in the promotion of, or in the property proposed to be acquired by, the corporation including other information on any beneficial interest in shares or debentures of a corporation which is by virtue of section 7 deemed to be related to that first mentioned corporation.

29. Where the prospectus relates to shares, if the share capital of the corporation is divided into different classes of shares, the right of voting at meetings of the corporation conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.

30. In the case of a corporation which has been carrying on business, or of a business which has been carried on, for less than three years, the length of time during which the business of the corporation or the business to be acquired, as the case may be, has been carried on.

31. Where the prospectus relates to invitation to the public to deposit money or lend money to a corporation, the prospectus shall include—

(a) for the purposes of subsection 158(5), a copy of a written valuation of the corporation’s interest in the land so mortgaged showing the nature and extent of the corporation’s interest made not more than six months before the date of the prospectus by a person competent and qualified to make the valuation in the place where the land is situated who is not an officer or employee of the corporation or of any of its guarantor corporations or of any corporation that by virtue of section 7 is deemed to be related to either the first-mentioned corporation or any of its guarantor corporations;

(b) for the purposes of subsection 158(6), a summary made by the auditor who has made for inclusion in the prospectus the report required by Part III of this Schedule; and

(c) any other additional information as specified by the Registrar.

Part III

Reports to be set out

32. The prospectus shall set out the reports of the approved company auditor named in the prospectus, the directors or proposed directors of the corporation and if necessary, any expert named in the prospectus, containing the information and details as specified by the Registrar.