1972-HKRS28-16-20_Part05 — Page 9

Exclusion of

section 342 and relaxa-

Schedule in case of certain

1948 c. 38. 118

24

(6) Nothing in this section shall limit or dimi- nish any liability which any person may incur under the general law or this Ordinance apart from this section.

342A. (1) Where it is proposed to offer to the public by a prospectus issued generally any shares in tion of Third or debentures of a company incorporated outside the Colony, whether the company has or has not established a place of business in the Colony, there prospectuses. may, on the request of the applicant, be given by the Registrar a certificate of exemption, that is to say, a certificate that, having regard to the proposals (as stated in the request) as to the size and other circum- stances of the issue of shares or debentures and as to any limitations on the number and class of persons to whom the offer is to be made, compliance with Third Schedule, the requirements of the Third Schedule would be either irrelevant or unduly burdensome.

Provisions

as to expert's consent, and allotment.

1948 38.

#. 419.

(2) A certificate of exemption given under sub- section (1) shall be expressed to have effect with regard to all the requirements of the Third Schedule or to such of them as are specified in the certificate.

(3) If a certificate of exemption is given, and if the proposals referred to in subsection (1) are adhered to and every form of application issued is accompanied by a document containing the partic- ulars and information required to be published as a condition of the granting of a certificate of exemp- tions, then-

(e) a prospectus giving the particulars and in- formation aforesaid in the form in which they are so required to be published shall be deemed to comply with the requirements of the Third Schedule; and

(b) except in so far as it requires a prospectus 10 be dated, section 342 shall not apply to any issue of a prospectus or form of applica- tion relating to the shares or debentures.

342B. (1) It shall not be lawful for any person to issue, circulate or distribute in the Colony any prospectus offering for subscription shares in or debentures of a company incorporated outside the

Registration of pro- spectus,

4. 4.30.

25

Colony, whether the company has or has not established a place of business in the Colony--

(a) if, where the prospectus includes a state- ment purporting to be made by an expert, be has not given, or has before delivery of the prospectus for registration withdrawn, his written consent to the issue of the pros- pectus with the statement included in the form and context in which it is included or there does not appear in the prospectus a statement that he has given and has not withdrawn his consent as aforesaid; or

(b) if the prospectus does not have the effect, where an application is made in pursuance thereof, of rendering all persons concerned bound by all the provisions (other than penal provisions) of sections 44A and 44B so far as applicable.

(2) 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, and for the purposes of this section a statement shall be deemed to be included in a prospectus if it is contained therein or in any report or memorandum appearing on the face there- of or by reference incorporated therein or issued therewith.

342C. (1) It shall not be lawful for any person to issue, circulate or distribute in the Colony any d. 194. a. prospectus offering for subscription shares in or debentures of a company incorporated outside the Colony, whether the company has or has not estab- lished a place of business in the Colony, unless before the issue, circulation or distribution of the prospectus in the Colony, a copy thereof certified by two mem- bers of the governing body of the company as having been approved by resolution of the governing body has been registered by the Registrar, and the pros- pectus states on the face of it that a copy has been so registered and, immediately after such statement, slates that the Registrar takes no responsibility as to the contents of the prospectus; and there is endorsed on or attached to the copy-

(a) any consent to the issue of the prospectus

required by section 342B;