1972-HKRS28-16-20_Part05 — Page 7

Repeal and replacement of section 277.

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17. Section 277 of the principal Ordinance is repealed and replaced by the following→

officers and members of company. 1944 C. 34. 1. 334.

"Praseculion 277, (1) If it appears to the court in the course of delinquent of a winding up by, or subject to the supervision of the court that any past or present officer, or any member, of the company has been guilty of any offence in relation to the company for which he is criminally liable, the court may, either on the ap- plication of any person interested in the winding up or of its own motion, direct the liquidator to refer the matter to the Attorney General.

(2) If it appears to the liquidator in the course of a voluntary winding up that any past or present officer, or any member, of the company has been guilty of any offence in relation to the company for which he is criminally liable, he shall forthwith report the matter to the Attorney General, and shall furnish to the Attorney General such information and give to him such access to and facilities for inspecting and taking copies of any documents, being informa- tion or documents in the possession or under the control of the liquidator and relating to the matter in question, as he may require.

(3) If it appears to the court in the course of a voluntary winding up that any past or present officer, or any member, of the company has been guilty as aforesaid, and that no report with respect to the matter has been made by the liquidator to the Attorney General under subsection (2), the court may, on the application of any person interested in the winding up or of its own motion, direct the liquidator to make such a report, and on a report being made accordingly the provisions of this section shall have effect as though the report had been made in pursuance of the provisions of subsection (2).

(4) If, where any matter is reported or referred to the Attorney General under this section, be con- siders that the case is one in which a prosecution ought to be instituted, be shall institute proceedings accordingly, and it shall be the duty of the liquidator and of every officer and agent of the company past and present (other than the defendant in the pro- ceedings) to give him all assistance in connexion with the prosecution which he is reasonably able to give.

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For the purposes of this subsection, the expres- sion "agent" in relation to a company shall be deemed to include any banker or solicitor of the company and any person employed by the company as auditor, whether that person is or is not an officer of the company.

(5) If any person fails or neglects to give assistance in manner required by subsection (4), the court may, on the application of the Attorney General. direct that person to comply with the requirements of the said subsection, and where any such application is made with respect to a liquidator the court may, unless it appears that the failure or neglect to comply was due to the liquidator not having in his bands sufficient assets of the company to enable him so to do, direct that the costs of the application shall be borne by the liquidator person- ally.".

18. Sections 342 and 343 of the principal Ordinance are repealed and replaced by the following new sections—

"Dating of prospectus and particu- lars to be contained therein.

1948 *. 38.

415.

342. (1) It shall not be lawful for any person 10 issue, circulate or distribute in the Colony any prospectus offering for subscription shares in or debentures of a company incorporated outside the Colony, whether the company has or bas not established a place of business in the Colony unless the prospectus is dated and...

(a) contains particulars with respect to the

following matters-

() the instrument constituting or defining the constitution of the company:

(U) the enactments, or provisions having the force of an enaciment, by or under which the incorporation of the company was effected:

(iii) an address in the Colony where the said instrument, enactments or provisions, or copies thereof, and if the same are in a language other than English a translation thereof certified in the prescribed manner. can be inspected;

(iv) the date on which and the country in which the company was incorporated;

Repeal of sections 342 and 340 and substitution of new sections 342, 342A. 3420. 342C. 342D, 142E and 343.