1972-HKRS28-16-20_Part05 — Page 8

Third Schedule,

(v) whether the company has established

a place of business in the Colony, and, if so, the address of its principal office in the Colony;

(b) subject to the provisions of this section. is in the English language and contains a Chinese translation and states the matters specified in Part I of the Third Schedule and sets out the reports specified in Part II of that Schedule, subject always to the provisions contained in Part II of that Schedule: Provided that the provisions of sub-paragraphs (1). (i) and (iii) of paragraph (a) shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business, and, in the application of Part I of the Third Schedule for the purposes of this sub- section, paragraph 5 thereof shall have effect with the substitution, for the reference to the articles, of a reference to the constitution of the company.

(2) Any condition requiring or binding an ap- plicant for shares or debentures to waive compliance with any requirement imposed by virtue of paragraph (a) or (b) of subsection (1), or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void.

(3) It shall not be lawful for any person to issue to any person in the Colony a form of application for shares in or debentures of such a company as is mentioned in subsection (1) unless the form is issued with a prospectus which complies with this Part and the issue whereof in the Colony does not contravene the provisions of section 342B:

Provided that this subsection shall not apply if it is shown that the form of application was issued either-

(a) in connexion with a bona fide invitation to

a person to enter into an underwriting agree- ment with respect to the shares or deben- tures; or

(b) in relation to shares or debentures which

were not offered to the public.

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(4) In the event of non-compliance with or contravention of any of the requirements imposed by paragraphs (a) and (b) of subsection (1), a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention, if-

(a) as regards any matter not disclosed, he proves that he was not cognisant thereof; or

(b) he proves that the non-compliance or con- travention arose from an honest mistake of fact on his part; or

(c) the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were im- material or were otherwise such as ought. in the opinion of that court, having regard to all the circumstances of the case, reason- ably to be excused:

Provided that, in the event of failure to include in a prospectus a statement with respect to the malters contained in paragraph 19 of the Third Schedule, no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed.

(5) This section shall not apply-

(a) to the issue to existing members or deben- ture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; or

(b) to the issue of a prospectus or a form of application relating to shares or debentures which are or are to be in all respects uni- form with shares or debentures previously issued and for the time being dealt in or quoted on a recognized stock exchange in the Colony;

but, subject as aforesaid, this section shall apply to a prospectus or form of application whether issued on the formation of a company or subsequently.