Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 38B

Advertisements concerning prospectuses

(Past version on 01/04/2003).
(Past version on 30/06/1997).

(1) Subject to subsection (2), it shall not be lawful for any person to
publish or cause to be published-

   (a)  by way of advertisement any extract from or abridged version of a
        prospectus; or

   (b)  an advertisement in relation to a prospectus or proposed prospectus,
        whether in the English or Chinese language or in any other language in
        relation to shares or debentures of a company whether incorporated in
        or outside Hong Kong. (Replaced 30 of 2004 s. 2)

(2) Notwithstanding subsection (1)-

   (a)  the publication of an extract from or abridged version of a prospectus
        which is in accordance with such requirements as may have been
        specified by the Commission under subsection (2A)(a); (Replaced 86 of
        1992 s. 4. Amended 30 of 2004 s. 2)

   (b)  the publication of the English version only of a prospectus in an
        English language newspaper or the Chinese version only in a Chinese
        language newspaper;

   (c)  the publication of an advertisement, invitation or document which has
        been authorized by the Commission under section 105 of the
        Securities and Futures Ordinance ( Cap 571); (Added 86 of 1992 s. 4.
        Amended 5 of 2002 s. 407; 30 of 2004 s. 2)

   (d)  the publication of an extract from or abridged version of a prospectus
        which is in accordance with such requirements as may have been
        authorized by the Commission under subsection (2A)(b) in that
        particular case; (Added 86 of 1992 s. 4. Amended 30 of 2004 s. 2)

   (e)  the publication of an advertisement which-

        (i)    complies with the requirements of the Nineteenth Schedule
               applicable to the advertisement; and

        (ii)   contains such information as is permitted under subsection

(2AA); or (Added 30 of 2004 s. 2)

   (f)  the publication of an advertisement-

        (i)    in relation to a company which is a collective investment
               scheme authorized under section 104(1) of the
               Securities and Futures  Ordinance ( Cap 571); and

        (ii)   which has been authorized under section 105 of the Securities 
               and Futures Ordinance ( Cap 571), (Added 30 of 2004 s. 2) shall
               not contravene this section.

(2AA) For the purposes of subsection (2)(e)(ii), the Commission may, on the
request of the applicant, and in accordance with the guidelines published
under section 38BA, permit an advertisement to contain such information as is
specified in the permission and subject to such conditions as are specified in
the permission. (Added 30 of 2004 s. 2)

(2A) The Commission may-

   (a)  by notice in the Gazette, specify requirements applicable to the form
        and manner of, and any other matters relating to, publication of an
        extract from or abridged version of a prospectus, or any class of
        prospectuses;

   (b)  in any particular case, specify requirements applicable to and
        authorize the form and manner of, and any other matters relating to,
        publication of any extract from or abridged version of a prospectus.
        (Added 86 of 1992 s. 4. Amended 30 of 2004 s. 2)

(2B) A prospectus referred to in subsection (2A) means a prospectus relating
to shares in or debentures of a company, whether incorporated in or outside
Hong Kong. (Added 86 of 1992 s. 4)

(3) If any person acts in contravention of subsection (1), he shall be liable
to a fine. (Amended 7 of 1990 s. 2) (Added 78 of 1972 s. 6)