Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 44A

Applications for, and allotment of, shares and debentures

(1) No allotment shall be made of any shares in or debentures of a company in
pursuance of a prospectus issued generally and no proceedings shall be taken
on applications made in pursuance of a prospectus so issued, until the
beginning of the 3rd day after that on which the prospectus is first so issued
or such later time (if any) as may be specified in the prospectus. The
beginning of the said 3rd day or such later time as aforesaid is
hereafter in this Ordinance referred to as "the time of the opening of the
subscription lists".

(2) Subject to section 38A, no allotment shall be made of any shares in or
debentures of a company in pursuance of a prospectus issued  generally later
than 30 days after the day on which the prospectus is first so issued.
(Amended 86 of 1992 s. 9)

(3) In subsections (1) and (2), the references to the day on which the
prospectus is first issued generally shall be construed as referring to the
day on which it is first so issued as a newspaper advertisement: Provided
that, if it is not so issued as a newspaper advertisement before the 3rd day
after that on which it is first so issued in any other manner, the said
reference shall be construed as referring to the day on which it is first so
issued in any manner.

(4) The validity of an allotment shall not be affected by any contravention of
the foregoing provisions of this section but, in the event of any such
contravention, the company and every officer of the company who is in default
shall be liable to a fine. (Amended 7 of 1990 s. 2)

(5) In the application of this section to a prospectus offering shares or
debentures for sale, the foregoing subsections shall have effect with the
substitution of references to sale for references to allotment, and with the
substitution for the reference to the company and every officer of the company
who is in default of a reference to any person by or through whom the offer is
made and who knowingly and wilfully authorizes or permits the contravention.

(6) An application for shares in or debentures of a company which is made in
pursuance of a prospectus issued generally shall not be revocable until after
the expiration of the 5th day after the time of the 
opening of the subscription lists, or the giving before the expiration of the
said 5th day, by some person responsible under section 40 for the prospectus,
of a public notice having the effect under that section of excluding or
limiting the responsibility of the person giving it.

(7) In reckoning for the purposes of this section and section 44B the 3rd or
5th day after another day, any intervening day which is a Saturday or Sunday
or which is a general holiday in Hong Kong shall be disregarded, and if the
3rd or 5th day (as so reckoned) is itself a Saturday or Sunday or such a
holiday there shall for the said purposes be substituted the 1st day
thereafter which is none of them. (Amended 6 of 1984 s. 259) (Added 78 of 1972
s. 13) [cf. 1948 c. 38 s. 50 U.K.]