1964_COMPANIES_ORDINANCE — Page 172

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CAP. 32]

Penalties.

1948 c. 38, s. 414.

Interpretation of Part XI.

1929 c. 23, s. 352.

Dating of prospectus and particulars to be contained therein.

1948 c. 38. s. 417.

Companies

[1984 Ed.

(2) Where the Registrar has reasonable cause to believe that an oversea company registered under this Part has ceased to have a place of business in Hong Kong, the provisions of this Ordinance relating to the striking off the register of companies of the names of defunct companies shall, with such adaptations as are necessary, extend and apply accordingly.

(Added, 6 of 1984, s. 235)

340. If any oversea company fails to comply with any of the provisions of this Part the company, and every officer or agent of the company who authorizes or permits the default, shall be liable to a fine of $5,000, or, in the case of a continuing offence, $200 for every -day during which the default continues.

(Replaced, 6 of 1984, s. 235)

341. For the purposes of this Part-

"certified" means certified in the prescribed manner to be a true copy

or a correct translation;

"director" in relation to a company includes any person in accord- ance with whose directions or instructions the directors of the company are accustomed to act;

"place of business" includes a share transfer or share registration office and any place used for the manufacture or warehousing of any goods, but does not include a place not used by the company to transact any business which creates legal obliga- tions; (Amended, 6 of 1984, s. 236)

"prospectus" has the same meaning as when used in relation to a

company incorporated under this Ordinance;

"secretary" includes any person occupying the position of secretary

by whatever name called. ( Added, 6 of 1984, s. 236)

PART XII

RESTRICTIONS on Sale of Shares and Offers of Shares for Sale

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

(a) contains particulars with respect to the following matters-

(i) the instrument constituting or defining the constitu- tion of the company;

(ii) the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected;

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