1972-HKRS28-16-20_Part04 — Page 54

Expert's

conseni to issue of prospectus coalaining statement by him.

1948 c. 15. 4. 40.

Registration of pros pectus. 1948 + 38.

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(a) a notice which refers to the publication of a prospectus and is in accordance with the prescribed form;

(b) the publication of the English version only of a prospectus in an English language news- paper or the Chinese version only in a Chinese language newspaper,

shall not contravene this section.

(3) If any person acts in contravention of sub- section (1), he shall be able to a fine of ten thousand dollars.

38C. (3) A prospectus inviting persons to sub- scribe for shares in or debentures of a company and including a statement purporting to be made by an expert shall not be issued unless-

(a) he has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to the issue thereof with the statement included in the form and context in which it is included; and

(b) a statement that he has given and has not withdrawn his consent as aforesaid appears

in the prospectus.

(2) If any prospectus is issued in contravention of this section the company and every person who is knowingly a party to the issue thereof shall be liable to a fine of ten thousand dollars.

(3) In this section the expression "expert" in- cludes engineer, valuer, accountant, and any other person whose profession gives authority to a state- ment made by him.

38D. (1) No prospectus shall be issued by or on behalf of a company unless, on or before the date of its publication, there has been delivered to the Registrar for registration a copy thereof signed by every person who is named therein as a director or proposed director of the company, or by his agent authorized in writing, and having endorsed thereon or attached thereto—

(a) any consent to the issue of the prospectus required by section 38C from any person as an experts and

Taled Schedule,

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(b) in the case of a prospectus issued generally,

also-

O a copy of any contract required by paragraph 17 of the Third Schedule to be stated in the prospectus or, in the case of & contract not reduced into writing, a memorandum giving full particulars thereof or, if in the case of a prospectus deemed by virtue of a certificate granted under sec- tion 384 to comply with the requirements of that Schedule a contract or a copy there- of or a memorandum of a contract is re- quired to be available for inspection in connexion with the application made under that section to the Registrar, a copy or, as the case may be, a memorandum of that

contract:

(1) where the prospectus offers shares in the company for sale to the public, a list of the names, addresses and descriptions of the vendor or vendors of the shares; and

(ii) where the persons making any re- port required by Part II of that Schedule have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in paragraph 42 of that Schedule. a written statement signed by those persons setting out the adjustments and giving the reasons therefor.

The references in sub-paragraph (1) of paragraph (b) to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a language other than English, be taken as references to a copy of a translation of the contract in English or a copy embodying a translation in English of the parts not in English, as the case may be, being a translation certified in the prescribed manner to be a correct translation, and the reference to a copy of a contract required to be available for inspection shall include a reference to a copy of a translation thereof or a copy embodying a translation of parts thereof.