Amendment of section 30.
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(a) offering any shares or debentures of a com- pany to the public for subscription or purchase for cash or other consideration;
or
(b) calculated to invite offers by the public to subscribe for or purchase for cash or other consideration any shares or debentures of a company?".
3. Section 30 of the principal Ordinance is amended- (a) in subsection (1), by deleting "the Second Schedule" and
substituting the following-
"Part of the Second Schedule and, in the cases mentioned in Part II of that Schedule setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part II of that Schedule":
(b) by inserting after subsection (1) the following new sub-
section—
"(1A) Every statement in lieu of prospectus delivered under subsection (1) shall, where the persons making any report required by Part II of the Second Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the Second Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor.":
(c) in subsection (2)—
(i) by inserting after "subsection (1)" the following-
"or (1A)":
(ii) by deleting "five hundred" and substituting the following-
"ten thousand”:
(d) by inserting after subsection (2) the following new sub-
sections—
"(2A) Where a statement in lieu of prospectus delivered to the Registrar under subsection (1) in- cludes any untrue statement, any person who authorized the delivery of the statement. in lieu of prospectus for registration shall be liable-
(a) on conviction on indictment, to a fine of fifty thousand dollars and to imprisonment for two years; or
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(b) on summary conviction, to a fine of ten thousand dollars and to imprisonment for
six months.
unless he proves either that the untrue statement was immaterial or that he had reasonable ground to believe and did up to the time of the delivery for registration of the statement in lieu of prospectus believe that the untrue statement was true.
(28) For the purposes of this section- (a) a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and (b) a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face there- of or by reference incorporated therein. (20) The Governor in Council may by regula- tion amend the Second Schedule.".
Section 37 of the principal Ordinance is amended-
(a) in subsection (1), by deleting or in relation to an in-
tended company”;
(8) by deleting subsections (2) to (5).
5.
Section 38 of the principal Ordinance is amended— (a) by deleting subsection (1) and substituting the following
new subsection-
1) Subject to the provisions of section 38A. every prospectus issued by or on behalf of a com- pany must be in the English language and contain a Chinese Canslation and must state the matters specified in Part I of the Third Schedule and set out the reports specified in Part II of that Schedule, and the said Parts I and II shall bave effect subject to the provisions contained in Part II of the said Schedule.":
(6) by inserting after subsection (1) the following new sub-
sections-
"(1A) Every prospectus to which subsection (1) applies must contain in a prominent position in the English version a statement in the following form--
Amendment of section 37.
Amendment of section 38.