Hong Kong Ordinances

COMPANIES ORDINANCE - SECT 48A

Construction of references to offering shares or debentures to the public

(Past version on 30/06/1997).

Construction of References to offering Shares or Debentures to the Public

(1) Any reference in this Ordinance to offering shares or debentures to the
public shall, subject to any provision to the contrary contained therein, be
construed as including a reference to offering them to any section of the
public, whether selected as members or debenture holders of the company
concerned or as clients of the person issuing the prospectus or in any other
manner, and references in this Ordinance or in a company's articles to
invitations to the public to subscribe for shares or debentures shall, subject
as aforesaid, be similarly construed.

(2) Subsection (1) shall not be taken as requiring any offer or invitation to
be treated as made to the public if it can properly be regarded, in all the
circumstances, as not being calculated to result, directly or indirectly, in
the shares or debentures becoming available for subscription or purchase by
persons other than those receiving the offer or invitation, or otherwise as
being a domestic concern of the persons making and receiving it, and in
particular-

   (a)  a provision in a company's articles prohibiting invitations to the
        public to subscribe for shares or debentures shall not be taken as
        prohibiting the making to members or debenture holders of an
        invitation which can properly be regarded as aforesaid; and

   (b)  the provisions of this Ordinance relating to private companies shall
        be construed accordingly.

(3) For the avoidance of doubt, it is hereby declared that the provisions of
the Seventeenth Schedule shall not be construed to prejudice the generality of
this section. (Added 30 of 2004 s. 2) (Added 78 of 1972 s. 14) [cf. 1948 c. 38
s. 55 U.K.]