286
CAP. 32]
Companies
[1984 Ed.
Registration of prospectus.
[cf. 1948 c. 38. s. 420.]
Third Schedule.
it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
(Added, 78 of 1972, s. 18)
342C. (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 before the issue, circulation or distribution of the prospectus in Hong Kong, a copy thereof certified by 2 members of the governing body of the company or by their agents authorized in writing as having been approved by resolution of the governing body has been registered by the Registrar, and the prospectus states on the face of it that a copy has been so registered and, immediately after such statement, states 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;
(b) in the case of a prospectus issued generally, a copy of any contract required by paragraph 17 of the Third Schedule to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof or, if in the case of a prospectus deemed by virtue of a certificate granted under section 342A to comply with the requirements of that Schedule, a contract or a copy thereof or a memorandum of a contract is required to be available for inspection in connexion with the application under that section, a copy or, as the case may be, a memorandum of that contract; and
(c) in the case of a prospectus issued generally, where the persons making any report required by Part II of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 42 of that Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons therefor. (Amended, 6 of 1984, ss. 238 & 259)
(2) The references in subsection (1)(b) to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a language other than English, be taken as references to a copy of a translation of the contract in English or a copy embodying a translation in English of the parts not in English, as the case may be, being a translation certified in the prescribed manner to be a correct translation and the reference to a copy of a contract required to be available for inspection shall include a reference to a copy of a translation thereof or a copy embodying a translation of parts thereof.
286
CAP. 32]
Companies
[1984 Ed.
Registration of prospectus.
[cf. 1948 c. 38. s. 420.]
Third Schedule.
it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith.
(Added, 78 of 1972, s. 18)
342C. (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 before the issue, circula- tion or distribution of the prospectus in Hong Kong, a copy thereof certified by 2 members of the governing body of the company or by their agents authorized in writing as having been approved by resolution of the governing body has been registered by the Regis- trar, and the prospectus states on the face of it that a copy has been so registered and, immediately after such statement, states that the Registrar takes no responsibility as to the contents of the prospec- tus; and there is endorsed on or attached to the copy-
(a) any consent to the issue of the prospectus required by
section 342B;
(b) in the case of a prospectus issued generally, a copy of any contract required by paragraph 17 of the Third Schedule to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particu- lars thereof or, if in the case of a prospectus deemed by virtue of a certificate granted under section 342A to comply with the requirements of that Schedule, a contract or a copy thereof or a memorandum of a contract is required to be available for inspection in connexion with the application under that section, a copy or, as the case may be, a memorandum of that contract; and
(c) in the case of a prospectus issued generally, where the persons making any report required by Part II of that Schedule have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 42 of that Schedule, a written statement signed by those persons setting out the adjust- ments and giving the reasons therefor. (Amended, 6 of 1984, ss. 238 & 259)
(2) The references in subsection (1)(b) to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a language other than English, be taken as references to a copy of a translation of the contract in English or a copy embodying a translation in English of the parts not in English, as the case may be, being a translation certified in the prescribed manner to be a correct translation and the reference to a copy of a contract required to be available for inspection shall include a reference to a copy of a translation thereof or a copy embodying a translation of parts thereof.
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