Companies (Winding Up and Miscellaneous Provisions) Ordinance

Where a prospectus relating to shares in or debentures of a company
                incorporated outside Hong Kong (whether the company has or has not established a
                place of business in Hong Kong) which is issued, circulated or distributed in Hong
                Kong after the
                    commencement
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of the Companies (Amendment) Ordinance 1992 (
86 of
                    1992
) includes any untrue statements, any person who authorized the issue,
                circulation or distribution of the prospectus in Hong Kong 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,
                circulation or distribution of the prospectus in Hong Kong believe that the
                statement was true.