Companies (Winding Up and Miscellaneous Provisions) Ordinance

(1)
Subject to subsection (2), it shall not be lawful for any person to publish or
                cause to be
published—
(a)
by way of advertisement any extract from or abridged version of a
                    prospectus; or
(b)
an advertisement in relation to a prospectus or proposed
                    prospectus,
whether in the English or Chinese language or in any other language in
                relation to shares or debentures of
                a
                company (whether it is incorporated in or outside Hong Kong, and whether or not it
                has established a place of business in Hong Kong).
(Replaced
30 of 2004 s. 2
. Amended
14 of 2025 s. 104
)
(2)
Notwithstanding subsection (1
)—
(a)
the publication of an extract from or abridged version of a prospectus
                    which is in accordance with such requirements as may have been specified by the
                    Commission under subsection
(2A
)(
a)
;
(Replaced
86 of 1992 s. 4
)
(b)
the publication of the English version only of a prospectus in an English
                    language newspaper or the Chinese version only in a Chinese language
                    newspaper;
(c)
the publication of an advertisement, invitation or document which has been
                    authorized by the Commission under
section 105
of the Securities and
                    Futures Ordinance (
Cap. 571
);
(Added
86 of 1992 s. 4
. Amended
5 of 2002 s. 407
)
(d)
the publication of an extract from or abridged version of a prospectus
                    which is in accordance with such requirements as may have been authorized by the
                    Commission under subsection
(2A
)(
b)
in that particular case;
(Added
86 of 1992 s. 4
)
(e)
the publication of an advertisement
which—
(i)
complies with the requirements of the
Nineteenth Schedule
applicable to the advertisement; and
(ii)
contains such information as is permitted under subsection (2AA);
                            or
(Added
30 of 2004 s. 2
)
(f)
the publication of an
advertisement—
(i)
in relation to a company which is a collective investment scheme
                        authorized under
section 104(1)
of the Securities and Futures
                        Ordinance (
Cap. 571
); and
(ii)
which has been authorized under
section 105
of the
                        Securities and Futures Ordinance (
Cap.
                            571
),
(Added
30 of 2004 s. 2
)
shall not contravene this
                    section.
(Amended
30 of 2004 s. 2
)
(2AA)
For the purposes of subsection
(2
)(
e
)(
ii)
, the Commission may, on the
                request of the applicant, and in accordance with the guidelines published under
section 38BA
, permit an advertisement to contain such information as
                is specified in the permission and subject to such conditions as are specified in
                the permission.
(Added
30 of 2004 s. 2
)
(2A)
The Commission
may—
(a)
by notice in the Gazette, specify requirements applicable to the form and
                    manner of, and any other matters relating to, publication of an extract from or
                    abridged version of a prospectus, or any class of prospectuses;
(b)
in any particular case, specify requirements applicable to and authorize
                    the form and manner of, and any other matters relating to, publication of any
                    extract from or abridged version of a prospectus.
(Added
86 of 1992 s. 4
. Amended
30 of 2004 s. 2
)
(2B)
A prospectus referred to in subsection (2A) means a prospectus relating to
                shares in or debentures of
                a
                company (whether it is incorporated in or outside Hong Kong, and whether or not it
                has established a place of business in Hong Kong).
(Added
86 of 1992 s. 4
. Amended
14 of 2025 s. 104
)
(3)
If any person acts in contravention of subsection (1), he shall be liable to a
                    fine.
(Amended
7 of 1990 s. 2
)