Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 41

Document containing offer of shares or debentures for sale to be deemed prospectus

(1) Where a company allots or agrees to allot any shares in or debentures of
the company with a view to all or any of those shares or debentures being
offered for sale to the public, any document by which the offer for sale to
the public is made shall for all purposes be deemed to be a prospectus issued
by the company, and all enactments and rules of law as to the contents of
prospectuses and to liability in respect of statements in and omissions from
prospectuses, or otherwise relating to prospectuses, shall apply and have
effect accordingly, as if the shares or debentures had been offered to the
public for subscription and as if persons accepting the offer in respect of
any shares or debentures were subscribers for those shares or debentures, but
without prejudice to the liability, if any, of the persons by whom the offer
is made, in respect of mis-statements contained in the document or otherwise
in respect thereof.

(2) For the purposes of this Ordinance, it shall, unless the contrary is
proved, be evidence that an allotment of, or an agreement to allot, shares or
debentures was made with a view to the shares or debentures being offered for
sale to the public if it is shown-

   (a)  that an offer of the shares or debentures or of any of them for sale
        to the public was made within 6 months after the allotment or
        agreement to allot; or

   (b)  that at the date when the offer was made the whole consideration to be
        received by the company in respect of the shares or debentures had not
        been so received.

(3) Section 38D as applied by this section shall have effect as though the
persons making the offer were persons named in a prospectus as directors of a
company, and section 38 as applied by this section shall have effect as if it
required a prospectus to state in addition to the matters required by that
section to be stated in a prospectus-

   (a)  the net amount of the consideration received or to be received by the
        company in respect of the shares or debentures to which the offer
        relates; and

   (b)  the place and time at which the contract under which the said shares
        or debentures have been or are to be allotted, or a copy thereof, may
        be inspected. (Amended 78 of 1972 s. 9)

(4) Where a person making an offer to which this section relates is a company
or a firm, it shall be sufficient if the document aforesaid is signed on
behalf of the company or firm by 2 directors of the company or not less than
half of the partners, as the case may be, and any such director or partner may
sign by his agent authorized in writing. [cf. 1929 c. 23 s. 38 U.K.]