Companies Act (Cap. 386), article 363

363. (1) The directors of each of the companies involved in a division shall draw up a detailed written report explaining the draft terms of division and setting out the legal and economic ground s for them, in particular the share exchange ratio and the criter ion determining the allocation of sha res. The report shall also des cribe any special valuation diffic ulties which have arisen. (2) Where applicable, the repo r t s h a l l r e f e r t o a n y r e p o r t prepared pursuant to article 73(4). (3) The directors of a company to be divided shall inform the general meeting of that company of any material change in the assets and liabilities between the date of preparation of the d raft terms of division and the date of the general meeting of the company to be divided which is to be convened to decide on the draft terms of division. (4) The directors of a company to be divided shall furthermore inform the directors of the recipient companies so that these directors can inform the resp ective general meetings of any material change in the assets and liabilities as specified in s ub- article (3). Written report to shareholders to be drawn up by one or more experts. Amended by: XIX. 2010.46.