1972-HKRS28-16-20_Part05 — Page 5

"Applica

Lions for. Ad allot ment of, shares and debentures. 1948 c. 28. 1. $0.

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44A. (1) No allorment shall be made of any shares in or debentures of a company in pursuance of a prospectus issued generally and no proceedings shall be taken on applications made in pursuance of a prospectus so issued, until the beginning of the third day after that on which the prospectus is first so issued or such later time (if any) as may be specified in the prospectus.

The beginning of the said third day or such later time as aforesaid is hereafter in this Ordinance referred to as "the time of the opening of the sub- scription lists".

(2) No allotment shall be made of any shares in or debentures of a company in pursuance of a prospectus issued generally later than thirty days after the day on which the prospectus is first so issued.

(3) In subsections (1) and (2), the references (O the day on which the prospectus is first issued generally shall be construed as referring to the day on which it is first so issued as a newspaper adver- tisement:

Provided that, if it is not so issued as a news- paper advertisement before the third day after that on which it is first so issued in any other manner, the said reference shall be construed as referring to the day on which it is first so issued in any manner.

(4) The validity of an alloument shall not be affected by any contravention of the foregoing pro- visions of this section but, in the event of any such contravention, the company and every officer of the company who is in default shall be liable to a fine of ten thousand dollars.

(5) In the application of this section to a pros- pectus offering shares or debentures for sale, the foregoing subsections shall have cffect with the sub- stitution of references to sale for references to allot- ment, and with the substitution for the reference to the company and every officer of the company who is in default of a reference to any person by or through whom the offer is made and who knowingly and wilfully authorizes or permits the contravention.

(6) An application for shares in or debentures of a company which is made in pursuance of a prospectus

Allotment of shares and debentures

to be dealt In on stock exchange.

1948 u. 39. 1.3.

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issued generally shall not be revocable until after the Expiration of the fifth day after the time of the open- ing of the subscription lists, or the giving before the expiration of the said fifth day, by some person responsible under section 40 for the prospectus, of a public notice having the effect under that section of excluding or limiting the responsibility of the person giving it

(7) In reckoning for the purposes of this section and section 44B the third or fifth day after another day, any intervening day which is a Saturday or Sunday or which is a general holiday in the Colony shall be disregarded, and if the third or fifth day (as so reckoned) is itself a Saturday or Sunday or such a holiday there shall for the said purposes be substituted the first day thereafter which is none of tbem.

44B. (1) Where a prospectus, whether issued generally or not, states that application has been or will be made for permission for the shares or deben- tures offered thereby to be dealt in on any stock exchange, any allotment made on an application in pursuance of the prospectus shall, whenever made, be void if the permission has not been applied for before the third day after the first issue of the pros- pectus or if the permission has been refused before the expiration of three weeks from the date of the closing of the subscription lists or such longer period not exceeding six weeks as may, within the said three weeks, be notified to the applicant for permission by or on behalf of the stock exchange.

(2) Where the permission has not been applied for as aforesaid, or has been refused as aforesaid, the company shall forthwith repay without interest all money received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of eight per cent per annum from the expiration of the eighth day:

Provided that a director shall not be liable if hc proves that the default in the repayment of the