632
THE HONGKONG GOVERNMENT GAZETTE, DECEMBER 15, 1911.
Obligations
either to induce him to become, or to qualify him as, a director, or, otherwise for services rendered by him or by the firm in connection with the promotion or formation of the com- pany; and
(n) where the company is a company having shares of more than one class, the right of voting at meetings of the company conferred by the several classes of shares respectively.
(2) For the purposes of this section every person shall be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where-
(a) the purchase money is not fully paid at the date
of issue of the prospectus; or
(b) the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus; or (e) the contract depends for its validity or fulfilment
on the result of such issue.
(3) Where any of the property to be acquired by the company is to be taken on lease, this section shall apply as if the expression "vendor" included the lessor, and the expression purchase money included the consideration for the lease, and the expression “sub-purchaser” included a sub-lessee.
(4) Any condition requiring or binding any applicant for shares or debentures to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document, or matter specifically referred to in the prospectus, shall be void.
not
(5) Where any such prospectus as is mentioned in this section is published as a newspaper advertisement, it shall not be necessary in the advertisement to specify the con- tents of the memorandum or the signatories thereto, and the number of shares subscribed for by them.
(6) In the event of non-compliance with any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance, if he proves.that---
(4) as regards any matter not disclosed, he was not
cognisant thereof; or
(b) the non-compliance arose from an bouest mistake
of fact on his part.
Provided that in the event of non-compliance with the requirements coutained in paragraph (m) of sub-section (1) of this section no director or other person shall incur any liability in respect of such non-compliance unless it be proved that he had knowledge of the matters not disclosed.
(7) This section shall not apply to a circular or notice inviting members or debenture holders of a company to subscribe either for shares or for debentures of the com- pany, whether with or without the right to renounce in favour of other persons, but subject as aforesaid, this section shall apply to any prospectus whether issued on or with reference to the formation of a company or subse- quently.
(8) The requirements of this section as to the memoran- dum and the qualification, remuneration, and interest of directors, the names descriptions, and addresses of directors or proposed directors, and the amount or estimated amount of preliminary expenses, shall not apply in the case of a prospectus issued more than one year after the date at which the company is entitled to commence business.
(9) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Ordinance apart from this section,
84.--(1) A company which does not issue a prospectus of companies on or with reference to its formation, shall not allot any of where no
its shares or debentures unless before the first allotment of prospectus
either shares or debentures there has been filed with the is issued.
registrar of empanies a statement in lieu of prospectus, signed by every person who is named therein as a director proposed director of the company or by his agent authorised in writing, in the form and containing the parti- culars set out in the Second Schedule to this Ordinance.
8 Edw. 7 e.
69 s. 82.
or a