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2. Documentary Requirements

2.1 The following documents must be submitted to the Agency for initial review, at least 30 business days in the case of new applicants, and 15 business days in the case of existing listed issuers, prior to the issuing and offering date:—
(a) four drafts or proof prints of the offering document, marked in the margin to indicate where the relevant items from the offering document have been met;
(b) two copies of a draft of the formal notice, where applicable;
(c) four drafts or proof prints of any application form to subscribe or purchase the Debt Securities;
(d) four copies of a draft of any temporary document of title proposed to be issued;
(e) two copies of a draft of the certificate or other document of title proposed to be issued;
(f) two copies of a draft of the trust deed or other document securing or constituting the Debt Securities; and
(g) where the issuing and offering document contains an accountants' report, two copies of a draft of any statement of adjustments relating to the accountants' report.
2.2 Without prejudice to the generality of Article (143), the following documents must be submitted to the Agency in the case of a new applicant at least three business days and in the case of an existing listed issuer at least two business days prior to the date on which the offering document is to be bulk printed:—
2.2.1
(a) a formal application for issuing and offering, signed by duly authorised officer(s) of the issuer;
(b) four copies of the final proof of the offering document, where applicable;
(c) two copies of the final proof of the formal notice, where applicable;
(d) four copies of the final proof of any application form (including any excess or preferential application form) to subscribe or purchase the Debt Securities; and
(e) unless previously supplied, the documents referred to in 2.1 (d); (e) and (f)
2.2.2 in the case of a new applicant:—
(a) a written submission to the Agency in the form prescribed by the Agency from time-to-time in support of the application for issuing and offering;
(b) a certified copy of the certificate of incorporation or equivalent document of the issuer and the guarantor, in the case of a guaranteed issue if applicable; and
(c) a certified copy of the certificate(s) (if applicable) entitling the issuer and the guarantor, in the case of a guaranteed issue, to commence business;
2.2.3 A certified copy of the updated Memorandum and Articles of Association or equivalent documents of both the applicant and the guarantor, in the case of a guaranteed issue, or, if previously supplied in connection with a previous issuing and where no amendments have been made thereto, a certificate of an authorised officer of the issuer and of the guarantor, in the case of a guaranteed issue, confirming that there have been no amendments thereto; and
2.2.4 The annual financial statements for each of the three completed financial years of the issuer or its group and the guarantor or its group, in the case of a guaranteed issue, immediately preceding the issue of the offering document or such shorter period as may be acceptable to the Agency or, if such statements have previously been supplied in connection with previous issues, a certificate from the external auditors of the issuer and the guarantor, in the case of a guaranteed issue, stating that there has been no material adverse change in the financial position and prospects of the issuer or guarantor, as the case may be, since the date of the latest audited financial statements.
2.2.5 Without prejudice to the generality of Article (143) of the Commercial Companies Law, and where applicable, a certified copy of:—
(a) the resolution(s) of the issuer in a general meeting (if applicable), authorising the issue of Debt Securities for which the Agency's approval is sought;
(b) the resolution(s) of the board of directors or other governing body or any other person to whom it has properly delegated these powers (together, in such cases, with a certified copy of the power of attorney or resolution delegating the powers) authorising the issue and allotment of such Debt Securities, the making of the application for issuing and offering;
(c) in the case of a guaranteed issue, the resolution(s) of the board of directors or other governing body of the guarantor approving and authorising the giving and signing of the guarantee(s) and authorising the issue of the offering document;
2.2.6 three copies of the notice(s) of meeting (if applicable) of shareholders referred to in the offering document;
2.2.7 a draft of the trust deed or other document securing or constituting the Debt Securities, unless previously supplied; and
2.2.8 a declaration and undertaking, duly signed by each director or member of the issuer's governing body, or by his agent authorised in writing as the case may be.
2.2.9 As soon as practicable after the issue of the offering document, the following documents must be submitted to the Agency:—
(a) a copy of the relevant page of each newspaper in which the formal notice(s) was published;
(b) unless previously supplied under 2.2.5, a certified copy of the resolution(s) therein referred to;
(c) in the case of an offer for subscription or an offer for sale, a copy of the relevant page of each newspaper in which the announcement of the results of the offer was published;
(d) in the case of an offer to the public by tender, a copy of the relevant page of each newspaper in which the announcement of the striking price was published;
(e) a specimen of any temporary document of title;
(f) when available, a specimen of the certificate or other document of title;