Companies (Winding Up and Miscellaneous Provisions) Ordinance

(1)
A company having a share capital which does not issue a prospectus on its
                formation, or which has issued such a prospectus but has not proceeded to allot any
                of the shares offered to the public for subscription, shall not allot any of its
                shares or debentures unless at least 3 days before the first allotment of either
                shares or debentures there has been delivered to the Registrar for registration a
                statement in lieu of prospectus signed by every person who is named therein as a
                director or a proposed director of the company or by his agent authorized in
                writing, in the form and containing the particulars set out in Part I of the
Fourth Schedule
and, in the cases mentioned in Part II of that
Schedule
, setting out the reports specified therein, and the said
                Parts I and II shall have effect subject to the provisions contained in Part III of
                that
Schedule
.
(1A)
In subsection (1), a reference to a company’s formation is, in relation to a
                company that is a re-domiciled company, a reference to the time when the company
                becomes a re-domiciled company.
(Added
14 of 2025 s. 105
)
(2)
Every statement in lieu of prospectus delivered under subsection (1) shall,
                where the persons making any such report as aforesaid have made therein or have,
                without giving the reasons, indicated therein any such adjustments as are mentioned
                in
paragraph 5
of the said
Fourth Schedule
, have endorsed
                thereon or attached thereto a written statement signed by those person setting out
                the adjustments and giving the reasons therefor.
(3)
This section shall not apply to a private company or any allotment of shares or
                debentures the subject of an offer specified in
Part 1
of the
Seventeenth Schedule
as read with the other Parts of that
Schedule
.
(Amended
30 of 2004 s. 2
)
(4)
If a company acts in contravention of subsection (1) or (2), the company and
                every director of the company who knowingly and wilfully authorizes or permits the
                contravention shall be liable to a fine.
(Amended
7 of 1990 s. 2
)
(5)
Where a statement in lieu of prospectus delivered to the Registrar under
                subsection (1) includes any untrue statement, any person who authorized the delivery
                of the statement in lieu of prospectus for registration shall be liable to
                imprisonment and a fine, unless he proves either that the untrue statement was
                immaterial or that he had reasonable ground to believe and did up to the time of the
                delivery for registration of the statement in lieu of prospectus believe that the
                untrue statement was true.
(Amended
7 of 1990 s. 2
)
(6)
For the purposes of this
section—
(a)
a statement included in a statement in lieu of prospectus shall be deemed
                    to be untrue if it is misleading in the form and context in which it is
                    included; and
(b)
a statement shall be deemed to be included in a statement in lieu of
                    prospectus if it is contained therein or in any report or memorandum appearing
                    on the face thereof or by reference incorporated therein.
(6A)
For the purposes of subsection (5),
untrue
                    statement
(
不真實陳述
), in relation to a
                statement in lieu of prospectus, includes a material omission from the
                    statement.
(Added
30 of 2004 s. 2
)
(7)
The Chief Executive in Council may by regulation amend the
Fourth
                    Schedule
.
(Amended
23 of 1999 s. 3
)