Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice
(Cap. 32, sections 38A and 342A)
(Enacting provision omitted—E.R. 1 of 2012)
[11 May 2001]
(Format changes—E.R. 1 of 2012)
(Omitted as spent—E.R. 1 of 2012)
In this Notice—
GEM (創業板) means the recognized stock market called the Growth Enterprise Market; listing rules (《上市規則》) means the rules made under section 23 of the Securities and Futures Ordinance (Cap. 571) by a recognized exchange company that governs the listing of securities on a stock market it operates.In this Notice—
a reference to a company incorporated under a former Companies Ordinance or the Companies Ordinance (Cap. 622) includes a re-domiciled company; and
a reference to a company incorporated outside Hong Kong does not include a re-domiciled company.
(Repealed L.N. 181 of 2004)
Where—
it is proposed to offer any shares in or debentures of a company incorporated under a former Companies Ordinance or the Companies Ordinance (Cap. 622) by a prospectus issued generally; and (28 of 2012 ss. 912 & 920)
the shares or debentures have been approved by a recognized exchange company for listing on a stock market it operates, (5 of 2002 s. 407)
then, subject to the conditions specified in subsection (3), the prospectus is exempted from compliance with the requirements of section 38(1) of the Ordinance to the extent that it does not have to be in the English language and contain a Chinese translation, or to be in the Chinese language and contain an English translation, as the case may be.
Where—
it is proposed to offer any shares in or debentures of a company incorporated outside Hong Kong by a prospectus issued generally; and
the shares or debentures have been approved by a recognized exchange company for listing on a stock market it operates, (5 of 2002 s. 407)
then, subject to the conditions specified in subsection (3), the prospectus is exempted from compliance with the requirements of section 342(1)(b) of the Ordinance to the extent that it does not have to be in the English language and contain a Chinese translation, or to be in the Chinese language and contain an English translation, as the case may be.
The conditions referred to in subsections (1) and (2) are that—
the company must be a new applicant in the context of the listing rules applicable to the stock market referred to in subsection (1)(b) or (2)(b), as the case may be; and (5 of 2002 s. 407)
copies of the prospectus in the English language and of its Chinese translation, or copies of the prospectus in the Chinese language and of its English translation, as the case may be, must be made available to the public at the same time at each place where the prospectus is distributed by or on behalf of the company.
For the purposes of subsections (1) and (2), the exemption in respect of sections 38(1) and 342(1)(b) of the Ordinance under this section has no effect with regard to the requirements of the Third Schedule to the Ordinance.
Where—
it is proposed to offer any shares in or debentures of a company incorporated under a former Companies Ordinance or the Companies Ordinance (Cap. 622) by a prospectus issued generally; and (28 of 2012 ss. 912 & 920)
the shares or debentures have been approved by the recognized exchange company that operates GEM for listing on GEM, (5 of 2002 s. 407)
the prospectus is exempted from compliance with the requirements of section 38(1) of the Ordinance, in relation to paragraphs 27 and 31 and, if applicable, paragraphs 32 and 33 of the Third Schedule to the Ordinance, if it complies with the requirements of those paragraphs as modified by subsection (3).
Where—
it is proposed to offer any shares in or debentures of a company incorporated outside Hong Kong by a prospectus issued generally; and
the shares or debentures have been approved by the recognized exchange company that operates GEM for listing on GEM, (5 of 2002 s. 407)
the prospectus is exempted from compliance with the requirements of section 342(1)(b) of the Ordinance, in relation to paragraphs 27 and 31 and, if applicable, paragraphs 32 and 33 of the Third Schedule to the Ordinance, if it complies with the requirements of those paragraphs as modified by subsection (3).
For the purposes of subsections (1) and (2), paragraphs 27, 31, 32 and 33 of the Third Schedule to the Ordinance are modified so that for any reference to “3 preceding years”, “3 financial years” and “3 years” in those paragraphs, there is substituted a reference to “2 preceding years”, “2 financial years” and “2 years” respectively.
If it is proposed to offer any shares in or debentures of a company incorporated under a former Companies Ordinance or the Companies Ordinance (Cap. 622) by a prospectus issued generally, then, subject to the conditions specified in subsection (3), the prospectus is exempted from compliance with the requirements of section 38(1) of the Ordinance, in relation to paragraph 34(2) of the Third Schedule to the Ordinance. (28 of 2012 ss. 912 & 920)
If it is proposed to offer any shares in or debentures of a company incorporated outside Hong Kong by a prospectus issued generally, then, subject to the conditions specified in subsection (3), the prospectus is exempted from compliance with the requirements of section 342(1)(b) of the Ordinance, in relation to paragraph 34(2) of the Third Schedule to the Ordinance.
The conditions referred to in subsections (1) and (2) are—
the company must obtain a valuation report from an independent qualified valuer as to the value of each Type A interest which is not an exempt Type A interest and each Type B interest which is not an exempt Type B interest as at a date not earlier than 3 months before the date of the prospectus;
the valuation report must contain the particulars required under subsection (4) and comply with the requirements under paragraph 46(a) to (c) of the Third Schedule to the Ordinance;
the prospectus must contain the following—
an overview specified in subsection (5) with respect to all exempt Type A interests which are not covered by a valuation report set out in the prospectus and all exempt Type B interests which are not covered by a valuation report set out in the prospectus;
a summary specified in subsection (6) with respect to each summary Type B interest which is not covered by a valuation report set out in the prospectus;
the full text of the valuation report with respect to each Type A interest which is not an exempt Type A interest; and
the full text of the valuation report with respect to each Type B interest which is not an exempt Type B interest or a summary Type B interest; and
if the property interests of the company include any summary Type B interest which is not covered by a valuation report set out in the prospectus, then the company must make the full text of the valuation report with respect to the summary Type B interest available for inspection by the public.
A valuation report required under subsection (3)(a) must contain the particulars set out in paragraph 34(2)(a) to (h) and (3)(a) and (b) of the Third Schedule to the Ordinance as well as the following particulars—
the current planning or zoning use;
details of title and ownership;
details of encumbrances;
any option or right of pre-emption;
the approach to valuation;
the date of the last inspection and the names and qualifications of the persons who carried out the inspection;
a summary of the investigations carried out by the independent qualified valuer to arrive at the valuation;
the nature and source of information relied on;
if the valuation certificates are grouped together, an explanation of the groupings; and
any other matters that may materially affect the value.
An overview required under subsection (3)(c)(i) must set out the following particulars—
the total number;
the nature;
the approximate size range;
the uses; and
a general description of the locations.
A summary required under subsection (3)(c)(ii) must set out the following particulars—
the geographical region of the location;
a brief description;
the use;
the nature of the tenure and the term (if any);
the total or planned gross floor area, the leasable or saleable area and the number of units and car parking spaces;
the average occupancy rate and the average effective rent;
if completed, the year of completion or, if under development, the development commencement date, expected completion date and the development cost; and
the percentage interest and the value attributable to the group.
In this section—
carrying amount (帳面值), in relation to a property interest, means— (a)the amount at which the property interest is recognized in the most recent audited consolidated balance sheet of the group as disclosed in the prospectus of the company after deducting any accumulated depreciation or amortization, as the case may be, and accumulated impairment losses on the property interest; (b)if the property interest is acquired after the date up to which the most recent audited consolidated balance sheet of the group was made, the acquisition cost of the property interest; exempt Type A interest (獲豁免A類權益) means—(a)any Type A interest (whether or not a mining property interest) which has a carrying amount of less than 15% of the group’s total assets;(b)if the prospectus contains a report from an independent qualified valuer regarding the valuation, as a business or operating entity, of any mining property interest which has a carrying amount of 15% or more of the group’s total assets together with its associated minerals or petroleum resources or assets, the mining property interest; exempt Type B interest (獲豁免B類權益) means— (a)if the aggregate carrying amount of all Type B interests with a carrying amount of less than 1% of the group’s total assets does not exceed 10% of the group’s total assets, any Type B interest which has a carrying amount of less than 1% of the group’s total assets; (b)if the aggregate carrying amount of all Type B interests with a carrying amount of less than 1% of the group’s total assets exceeds 10% of the group’s total assets, those Type B interests whose carrying amounts when added together do not exceed 10% of the group’s total assets; group (集團), in relation to a company incorporated under a former Companies Ordinance or the Companies Ordinance (Cap. 622) (or a company incorporated outside Hong Kong), the shares in which, or the debentures of which, are proposed to be offered by a prospectus issued generally, means the company and its subsidiaries; (28 of 2012 ss. 912 & 920) mining property interest (開採物業權益) means a Type A interest which is ancillary to the exploration or extraction of minerals or petroleum products; property (物業) means land and buildings, whether completed or in the process of development, and includes any fixtures and fittings; property activities (物業業務) means holding (whether directly or indirectly), purchasing or developing properties for sale, letting or retention as investments; property interest (物業權益) means any interest in property; summary Type B interest (以摘要方式披露的B類權益) means any Type B interest which—(a)is not an exempt Type B interest; and(b)has a value of less than 5% of the aggregate value, as determined by an independent qualified valuer, of all Type B interests which are not exempt Type B interests; total assets (資產總值), in relation to a group, means the total assets of the group as shown in the most recent audited consolidated balance sheet of the group as disclosed in the prospectus of the company; Type A interest (A類權益), in relation to a member of a group, means the member’s interest in any property that is not the subject matter of any property activities engaged in by the member as at the date of the prospectus; Type B interest (B類權益), in relation to a member of a group, means the member’s interest in any property that is the subject matter of any property activities engaged in by the member as at the date of the prospectus.The conditions in subsection (3) are also applicable to a guarantor corporation (as defined by sections 38(8) and 342(8) of the Ordinance) in relation to an offer or invitation to the public to subscribe for or purchase debentures of a company incorporated under a former Companies Ordinance or the Companies Ordinance (Cap. 622) or a company incorporated outside Hong Kong. (28 of 2012 ss. 912 & 920)
(Repealed L.N. 181 of 2004)
Where—
it is proposed to offer any debentures of a company incorporated under a former Companies Ordinance or the Companies Ordinance (Cap. 622) by a prospectus issued generally; and
the debentures will not be listed on a recognized stock market,
then, subject to subsection (3), the prospectus is exempted from compliance with the requirements of section 38(1) of the Ordinance, in relation to paragraphs 4, 5, 12(1), 13, 14, 15, 16, 19, 22, 26(b), 31 and 45 of the Third Schedule to the Ordinance.
Where—
it is proposed to offer any debentures of a company incorporated outside Hong Kong by a prospectus issued generally; and
the debentures will not be listed on a recognized stock market,
then, subject to subsection (3), the prospectus is exempted from compliance with the requirements of section 342(1)(b) of the Ordinance, in relation to paragraphs 4, 5, 12(1), 13, 14, 15, 16, 19, 22, 26(b), 31 and 45 of the Third Schedule to the Ordinance.
For the purposes of subsections (1) and (2)—
the exemption in relation to paragraph 12(1) of the Third Schedule to the Ordinance shall not have effect with respect to that part of paragraph 12(1)(c) of that Schedule concerning short particulars of any transaction relating to the property completed within the 2 preceding years in which any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company concerned had any interest direct or indirect;
the exemption in relation to paragraph 31 of the Third Schedule to the Ordinance shall have effect subject to the condition that there are set out in the prospectus—
the auditor’s report and the audited financial statements of the company and of any guarantor corporation referred to in the prospectus for the 2 financial years immediately preceding the issue of the prospectus; or
if the auditor’s report or the audited financial statements of either the company or such guarantor corporation for the financial year immediately preceding the issue of the prospectus are not available at the time of the issue of the prospectus, a statement of that fact and the auditor’s report and the audited financial statements of the company and of any such guarantor corporation for the 2 financial years immediately preceding that financial year,
and, if no financial statements have been prepared in respect of any part of the period of 2 years ending on a date 3 months before the issue of the prospectus, a statement of that fact; and
the exemption in relation to paragraph 45 of the Third Schedule to the Ordinance shall have effect only for the purposes of the interpretation of paragraph 6 of that Schedule and subject to the condition that the business address of the natural person in question is disclosed in substitution for the place of his usual residence.
(L.N. 85 of 2003; 28 of 2012 ss. 912 & 920)
Where—
it is proposed to offer any debentures of a company incorporated under a former Companies Ordinance or the Companies Ordinance (Cap. 622) by a prospectus issued generally; (28 of 2012 ss. 912 & 920)
the debentures have been approved by a recognized exchange company for listing on a stock market it operates; and
the debentures constitute debt securities and are regulated as such under the relevant listing rules,
then—
subject to subsection (3)(a) and (c), the prospectus is exempted from compliance with the requirements of section 38(1) of the Ordinance, in relation to paragraphs 4, 5, 12(1), 13, 14, 15, 16, 19, 22, 26(b) and 45 of the Third Schedule to the Ordinance; and
subject to subsection (3)(b) and the condition specified in subsection (4), the prospectus is exempted from compliance with the requirements of section 38(1) of the Ordinance, in relation to paragraphs 1, 2, 8, 10, 11, 18, 23, 24, 25, 26(a) and (c), 27, 29, 30, 31, 32, 33(1) and 43 of the Third Schedule to the Ordinance.
Where—
it is proposed to offer any debentures of a company incorporated outside Hong Kong by a prospectus issued generally;
the debentures have been approved by a recognized exchange company for listing on a stock market it operates; and
the debentures constitute debt securities and are regulated as such under the relevant listing rules,
then—
subject to subsection (3)(a) and (c), the prospectus is exempted from compliance with the requirements of section 342(1)(b) of the Ordinance, in relation to paragraphs 4, 5, 12(1), 13, 14, 15, 16, 19, 22, 26(b) and 45 of the Third Schedule to the Ordinance; and
subject to subsection (3)(b) and the condition specified in subsection (4), the prospectus is exempted from compliance with the requirements of section 342(1)(b) of the Ordinance, in relation to paragraphs 1, 2, 8, 10, 11, 18, 23, 24, 25, 26(a) and (c), 27, 29, 30, 31, 32, 33(1) and 43 of the Third Schedule to the Ordinance.
For the purposes of subsections (1) and (2)—
the exemption in relation to paragraph 12(1) of the Third Schedule to the Ordinance shall not have effect with respect to that part of paragraph 12(1)(c) of that Schedule concerning short particulars of any transaction relating to the property completed within the 2 preceding years in which any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company concerned had any interest direct or indirect;
the exemption in relation to paragraphs 31, 32 and 33(1) of the Third Schedule to the Ordinance shall have effect only in relation to prospectuses issued by an issuer who has previously offered by a prospectus issued generally shares or debentures that have been approved for listing on a recognized stock market and such shares or debentures continue to be listed on that recognized stock market; and
the exemption in relation to paragraph 45 of the Third Schedule to the Ordinance shall have effect only for the purposes of the interpretation of paragraph 6 of that Schedule and subject to the condition that the business address of the natural person in question is disclosed in substitution for the place of his usual residence.
The condition referred to in subsections (1)(e) and (2)(e) is that the prospectus complies with—
the specified requirements without any waiver, modification or other dispensation thereof having been granted by the relevant recognized exchange company (and to the extent that the prospectus so complies with only some of the specified requirements, the exemptions under subsections (1)(e) and (2)(e) shall have effect only in relation to those paragraphs of the Third Schedule to the Ordinance referred to in subsections (1)(e) and (2)(e) that impose requirements which are the same as or similar to those specified requirements); and
all other requirements of the relevant listing rules applicable to the prospectus (except to the extent that compliance with such requirements is, in accordance with those rules, waived, modified or otherwise dispensed with by the relevant recognized exchange company).
In this section—
(Repealed L.N. 70 of 2025)
Where a prospectus is issued in reliance of any exemption under this Notice, it must contain a statement identifying the exemptions that the issuer of the prospectus has relied on under this Notice.