s.5Purchase of shares
5
Section 5Part 0 —

Purchase of shares

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The Company shall have the power to purchase its own shares (including any redeemable shares) and such po\wr may be exercised by the Board of Directors of the Company in manner provided by the Articles of Association provided always that no such purchase shall be effected otherwise than out of profits of the Company unless prior thereto two Directors shall have each made a voluntary declaration or sworn an affidavit and shall have despatched the same to the Registrar of Companies stating that, in their opinion, on the day after the purchase of shares is proposed to take effect there will be no ground on which the Company could then or during the ensuing calendar year be found to be unable to pay its debts as they fall due and that, in their opinion, the Company will be able to continue in business as a going concern (and will accordingly be able to pay its debts as they fall due) throughout the ensuing calendar year having regard to their intentions with respect to the management of the Company's business and the amount and character of the financial resources which will in their view be available to the Company during that year.
Where the Company purchases its own shares in manner provided in subsection (1) above out of profits of the Company the amount by which the Company's issued share capital is diminished by any such purchase shall be transferred to the capital redemption reserve fund and may be applied in manner set forth in Section 34(5) of the Companies Law.
Any Director of the Company making a declaration under the provisions of subsection (1) without having any reasonable grounds for the opinion required to be given under such subsection shall be guilty of an offence and liable upon conviction by a court of summary jurisdiction to imprisonment for a period of three years or to a fine of Cayman Islands dollars fifteen thousand (CI$15,000) or to both.

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