1972-HKRS28-16-20_Part05 — Page 2

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before the issue of the prospectus, and that it was issued without his authority or con- sent; or

(b) that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue be forthwith gave reason- able public notice that it was issued without his knowledge or consent; or

(c) that, after the issue of the prospectus and

before allotment thereunder, he, on be coming aware of any untrue statement therein. withdrew his consent thereto and gave reasonable public notice of the with- drawal and of the reason therefor; or

(d) that-

(i) as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures, as the case may be, believe, that the statement was true; and

(ii) as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he had reasonable ground to believe and did up to the time of the issue of the prospectus be- fieve that the person making the statement was competent to make it and that persoo had given the consent required by section 38C of this Ordinance to the issue of the prospectus and had not withdrawn that con- sent before delivery of a copy of the pros- pectus for registration or, to the defendant's knowledge, before allotment thereunder; and

(iii) as regards every untrue statement purporting to be a statement made by an official person or contained in what pur- ports to be a copy of or extract from a

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public official document, it was a correct and fair representation of the statement or copy of or extract from the documenL.

Provided that this subsection shall not apply in the case of a person liable, by reason of his having given a consent required of him by the said section 38C, as a person who has authorized the issue of the prospectus in respect of an untrue statement purporting to be made by him as an expert.

(3) A person who, apart from this subsection would under subsection (1) be liable, by reason of bis having given a consent required of him by sec. tion 38C, as a person who has authorized the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert, shall not be so liable if he proves-

(a) that, having given his cousent under the said section 38C to the issue of the pros- pectus, he withdrew it in writing before delivery of a copy of the prospectus for registration; or

(b) that, after delivery of a copy of the pros- pectus for registration and before allotment thereunder, he, on becoming aware of the untrue statement, withdrew his consent in writing and gave reasonable public notice of the withdrawal, and of the reason there- for; or

(c) that he was competent to make the state- ment and that he had reasonable ground to believe and did up to the time of the allotment of the shares or debentures, as the case may be, believe that the statement was true.

(4) Where-

(a) the prospectus contains the name of a person as a director of the company, or as having agreed to become a director thereof, and he has not consented to become a director, or has withdrawn his consent before the issue of the prospectus, and bas not authorized or consented to the issue thereof; or