1964_COMPANIES_ORDINANCE — Page 177

HK Historical Laws 香港歷史法例 All AI Reviewed

1984 Ed.]

Companies

[CAP. 32

287

(3) The Registrar shall refuse to register a prospectus which relates to an intended company.

(4) The Registrar may refuse to register a prospectus delivered to him for registration if it does not comply in all respects with this Ordinance or contains any information likely to mislead or misleading in the form and context in which it is included.

(5) Any person aggrieved by the refusal of the Registrar to register a prospectus may appeal to the court and the court may either dismiss the appeal or order the Registrar to register the prospectus.

(Added, 78 of 1972, s. 18)

342D. Any person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of the provisions of sections 342 to 342C shall be liable to a fine of $10,000.

(Added, 78 of 1972, s. 18)

342E. Section 40 shall extend to every 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, with the substitution, for references to section 38C, of references to section 342B.

(Added, 78 of 1972, s. 18. Amended, 6 of 1984, s. 259)

343. (1) Where any document by which any shares in or debentures of a company incorporated outside Hong Kong are offered for sale to the public would, if the company concerned had been a company within the meaning of this Ordinance, have been deemed by virtue of section 41 to be a prospectus issued by the company, that document shall be deemed to be, for the purposes of this Part of this Ordinance, a prospectus issued by the company. (Amended, 6 of 1984, s. 259)

(2) An offer of shares or debentures for subscription or sale to any person whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Part of this Ordinance.

(3) In this Part the expressions "prospectus", "shares" and "debentures" have the same meanings as when used in relation to a company incorporated under this Ordinance.

344. [Repealed, 12 of 1974, s. 150]

(Replaced, 78 of 1972, s. 18)

Penalty for contravention of sections 342 to 342C.

1948 c. 38. s. 421.

Civil liability for misstatements in prospectus.

1948 c. 38, s. 422.

Interpretation of provisions as to prospectuses. 1948 c. 38. s. 423.

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1984 Ed.] Companies [CAP. 32 287 (3) The Registrar shall refuse to register a prospectus which relates to an intended company. (4) The Registrar may refuse to register a prospectus delivered to him for registration if it does not comply in all respects with this Ordinance or contains any information likely to mislead or misleading in the form and context in which it is included. (5) Any person aggrieved by the refusal of the Registrar to register a prospectus may appeal to the court and the court may either dismiss the appeal or order the Registrar to register the prospectus. (Added, 78 of 1972, s. 18) 342D. Any person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of the provisions of sections 342 to 342C shall be liable to a fine of $10,000. (Added, 78 of 1972, s. 18) 342E. Section 40 shall extend to every 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, with the substitution, for references to section 38C, of references to section 342B. (Added, 78 of 1972, s. 18. Amended, 6 of 1984, s. 259) 343. (1) Where any document by which any shares in or debentures of a company incorporated outside Hong Kong are offered for sale to the public would, if the company concerned had been a company within the meaning of this Ordinance, have been deemed by virtue of section 41 to be a prospectus issued by the company, that document shall be deemed to be, for the purposes of this Part of this Ordinance, a prospectus issued by the company. (Amended, 6 of 1984, s. 259) (2) An offer of shares or debentures for subscription or sale to any person whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Part of this Ordinance. (3) In this Part the expressions "prospectus", "shares" and "debentures" have the same meanings as when used in relation to a company incorporated under this Ordinance. 344. [Repealed, 12 of 1974, s. 150] (Replaced, 78 of 1972, s. 18) Penalty for contravention of sections 342 to 342C. 1948 c. 38. s. 421. Civil liability for misstatements in prospectus. 1948 c. 38, s. 422. Interpretation of provisions as to prospectuses. 1948 c. 38. s. 423.
Baseline (Original)
1984 Ed.] Companies [CAP. 32 287 (3) The Registrar shall refuse to register a prospectus which relates to an intended company. (4) The Registrar may refuse to register a prospectus delivered to him for registration if it does not comply in all respects with this Ordinance or contains any information likely to mislead or misleading in the form and context in which it is included. (5) Any person aggrieved by the refusal of the Registrar to register a prospectus may appeal to the court and the court may either dismiss the appeal or order the Registrar to register the prospectus. (Added, 78 of 1972, s. 18) 342D. Any person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of the provisions of sections 342 to 342C shall be liable to a fine of $10,000. (Added, 78 of 1972, s. 18) 342E. Section 40 shall extend to every prospectus offering for subscription shares in or debentures of a company incor- porated outside Hong Kong, whether the company has or has not established a place of business in Hong Kong, with the sub- stitution, for references to section 38C, of references to sec- tion 342B. (Added, 78 of 1972, s. 18. Amended, 6 of 1984, s. 259) 343. (1) Where any document by which any shares in or debentures of a company incorporated outside Hong Kong are offered for sale to the public would, if the company concerned had been a company within the meaning of this Ordinance, have been deemed by virtue of section 41 to be a prospectus issued by the company, that document shall be deemed to be, for the pur- poses of this Part of this Ordinance, a prospectus issued by the company. (Amended, 6 of 1984, s. 259) (2) An offer of shares or debentures for subscription or sale to any person whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Part of this Ordinance. (3) In this Part the expressions "prospectus", "shares" and "debentures" have the same meanings as when used in relation to a company incorporated under this Ordinance. 344. [Repealed, 12 of 1974, s. 150] (Replaced, 78 of 1972, s. 18) Penalty for contravention of sections 342 to 342C. 1948 c. 38. s. 421. Civil liability for misstatements in prospectus. 1948 c. 38, s. 422. Interpretation of provisions as to prospectuses. 1948 c. 38. s. 423.
2026-05-04 10:53:21 · Baseline
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1984 Ed.]

Companies

[CAP. 32

287

(3) The Registrar shall refuse to register a prospectus which relates to an intended company.

(4) The Registrar may refuse to register a prospectus delivered to him for registration if it does not comply in all respects with this Ordinance or contains any information likely to mislead or misleading in the form and context in which it is included.

(5) Any person aggrieved by the refusal of the Registrar to register a prospectus may appeal to the court and the court may either dismiss the appeal or order the Registrar to register the prospectus.

(Added, 78 of 1972, s. 18)

342D. Any person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of the provisions of sections 342 to 342C shall be liable to a fine of $10,000.

(Added, 78 of 1972, s. 18)

342E. Section 40 shall extend to every prospectus offering for subscription shares in or debentures of a company incor- porated outside Hong Kong, whether the company has or has not established a place of business in Hong Kong, with the sub- stitution, for references to section 38C, of references to sec- tion 342B.

(Added, 78 of 1972, s. 18. Amended, 6 of 1984, s. 259)

343. (1) Where any document by which any shares in or debentures of a company incorporated outside Hong Kong are offered for sale to the public would, if the company concerned had been a company within the meaning of this Ordinance, have been deemed by virtue of section 41 to be a prospectus issued by the company, that document shall be deemed to be, for the pur- poses of this Part of this Ordinance, a prospectus issued by the company. (Amended, 6 of 1984, s. 259)

(2) An offer of shares or debentures for subscription or sale to any person whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Part of this Ordinance.

(3) In this Part the expressions "prospectus", "shares" and "debentures" have the same meanings as when used in relation to a company incorporated under this Ordinance.

344. [Repealed, 12 of 1974, s. 150]

(Replaced, 78 of 1972, s. 18)

Penalty for contravention of sections 342

to 342C.

1948 c. 38. s. 421.

Civil liability for misstatements in prospectus.

1948 c. 38, s. 422.

Interpretation of provisions as to prospectuses. 1948 c. 38. s. 423.

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