284
CAP. 32]
Companies
[1984 Ed.
Exclusion of section 342 and relaxation of Third Schedule in case of certain prospectuses. 1948 c. 38. s. 418.
Third Schedule.
(b) he proves that the non-compliance or contravention 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 immaterial or were otherwise such as ought, in the opinion of that court, having regard to all the circumstances of the case, reasonably to be excused:
Provided that, in the event of failure to include in a prospectus a statement with respect to the matters 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 debenture 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 uniform with shares or debentures previously issued and for the time being listed on a recognized stock exchange in Hong Kong; (Amended, 6 of 1984, s. 259)
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.
(6) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Ordinance apart from this section.
(Replaced, 78 of 1972, s. 18)
342A. (1) Where it is proposed to offer to the public by a prospectus issued generally any 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, there 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 circumstances 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 the requirements of the Third Schedule would be either irrelevant or unduly burdensome. (Amended, 6 of 1984, s. 259)
(2) A certificate of exemption given under subsection (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.
284
CAP. 32]
Companies
[1984 Ed.
Exclusion of section 342 and relaxation of Third Schedule in case of certain prospectuses. 1948 c. 38. s. 418.
Third Schedule.
(b) he proves that the non-compliance or contravention 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 immaterial or were otherwise such as ought, in the opinion of that court, having regard to all the circum- stances of the case, reasonably to be excused:
Provided that, in the event of failure to include in a prospectus a statement with respect to the matters 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 debenture 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 uniform with shares or debentures previously issued and for the time being listed on a recognized stock exchange in Hong Kong; (Amended, 6 of 1984, s. 259)
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.
(6) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Ordinance apart from this section.
(Replaced, 78 of 1972, s. 18)
342A. (1) Where it is proposed to offer to the public by a prospectus issued generally any shares in or debentures of a com- pany incorporated outside Hong Kong, whether the company has or has not established a place of business in Hong Kong, there 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 circumstances 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 the requirements of the Third Schedule would be either irrelevant or unduly burdensome. (Amended, 6 of 1984, s. 259)
(2) A certificate of exemption given under subsection (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.
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