Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 40A

Criminal liability for misstatements in prospectus

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

(1) Where a prospectus issued after the commencement* of the Companies
(Amendment) Ordinance 1972 (78 of 1972) includes any untrue statements, any
person who authorized the issue of the prospectus shall be liable to
imprisonment and a fine, unless he proves either that the statement was
immaterial or that he had reasonable grounds to believe and did up to the time
of the issue of the prospectus believe that the statement was true. (Amended 7
of 1990 s. 2)

(2) A person shall not be deemed for the purposes of this section to have
authorized the issue of a prospectus by reason only of his having given the
consent required by section 38C to the inclusion therein of a statement
purporting to be made by him as an expert.

(3) Subsection (1) shall not apply-

   (a)  to the Commission;

   (b)  where the relevant prospectus is authorized by a recognized 
        exchange company pursuant to a transfer order made under section 25 of
        the Securities and Futures Ordinance ( Cap 571), to the Commission or
        the recognized exchange company; or

   (c)  where the relevant prospectus is authorized by a recognized 
        exchange controller pursuant to a transfer order made under section 68
        of that Ordinance, to the Commission or the
        recognized exchange controller. (Replaced 5 of 2002 s. 407)

(4) This section shall apply to a publication falling within section 38B(2) as
if the publication were a prospectus. (Added 30 of 2004 s. 2) (Added 78 of
1972 s. 8) [cf. 1948 c. 38 s. 44 U.K.]
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* Commencement date: 1 March 1973.