How Long Can Allotments Continue Under a Hong Kong Prospectus?

The prospectus allotment deadline is 30 days, not three months. Hong Kong’s statutory wording includes a special rule for identifying the date on which the prospectus is first issued generally.

The 30-day rule

Section 44A(2) says that, subject to section 38A, no allotment of shares or debentures may be made in pursuance of a prospectus issued generally later than 30 days after the day the prospectus is first so issued. The rule also applies to an offer for sale through the substitutions stated in section 44A(5).

How the first-issue day is identified

Section 44A(3) says that, for subsections (1) and (2), the first-issue day generally refers to the day the prospectus is first issued as a newspaper advertisement. If it is not issued as a newspaper advertisement before the third day after it was first issued in another manner, the reference instead becomes the day it was first issued in any manner. The statute also contains a rule for disregarding Saturdays, Sundays, and general holidays when counting the third or fifth day in that section.

Do not confuse the 30-day deadline with subscription protections

The deadline is separate from rules about when subscription lists may open, minimum subscription, application-money handling, and refunds. Section 44A(1), for example, generally bars allotment or proceedings on applications before the beginning of the third day after first issue (or a later time specified in the prospectus). For an actual offer, read the full current Ordinance, prospectus, and any applicable regulatory requirements.

The statutory 30-day limit

Section 44A(2) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), subject to section 38A, generally prohibits allotting shares or debentures in pursuance of a prospectus issued generally later than 30 days after its first issue. This is an allotment deadline, not a general three-month subscription window. The prospectus and statutory context determine whether a specific allotment is in pursuance of that prospectus.

Find the first-issue date correctly

Section 44A(3) addresses how the first-issue day is identified, including issue by newspaper advertisement and a fallback where that has not happened by the specified third-day point after another first issue. Do not automatically use the prospectus approval date, first investor application, closing date or first newspaper publication without checking the statutory sequence. Record the relevant date and evidence.

Why the rule exists

A prospectus is a public invitation based on information that may become stale. The statutory time limit constrains allotment under that document so that investors are not allotted securities indefinitely on the basis of old disclosure. If the issuer wishes to continue an offer outside the window, it must consider the legally available route and updated disclosure rather than quietly extending the same prospectus.

Example: count the 30 days

Suppose a prospectus is first issued generally on 1 June. The issuer should calculate the statutory window from that date using the Ordinance’s counting rules; an allotment made after the permitted period may be prohibited unless the statutory exception applies. Because date counting can depend on how the prospectus was first issued and any relevant exception, work from the exact record rather than a subscription timetable.

Do not confuse allotment with application or payment

An investor may submit an application or funds before the deadline, but the statutory provision concerns allotment. Separate the dates on which the offer opens, applications close, money is received, and securities are allotted. Other rules may govern refund timing, minimum subscription, prospectus statements or application validity. A contract note or receipt does not establish that a valid allotment occurred within time.

Section 38A and other exceptions

The rule is expressly subject to section 38A. That cross-reference matters: do not state the 30-day rule as absolute without checking whether the statutory exception or modified treatment applies to the facts. The prospectus regime also contains distinct provisions for supplementary prospectuses and changes in circumstances. Apply the specific statutory text in force at the relevant time.

Issuer and intermediary controls

A company planning an offer should maintain a calendar of first issue, applications, allotment and refund dates, with legal review before the 30-day limit. Intermediaries processing applications should confirm that the prospectus remains valid for the allotment and follow authorized procedures. Retain evidence of issue dates, advertisements, offer documents and allotment approvals.

Exam method

Quote the rule as 30 days from the statutory first-issue date for allotments under a generally issued prospectus, subject to section 38A. Then distinguish allotment from subscription and identify how the first-issue date is determined. Do not answer “three months” or calculate from the date an investor applied unless the facts and statute require it.

First issuance records matter

Keep copies of the dated prospectus, newspaper advertisement if any, online publication records and board approval so the first-issue day can be established. The statutory fallback can matter when issue occurs in more than one manner. A calendar based only on the first investor subscription may produce the wrong last allotment date.

Do not confuse offer close with allotment date

An offer can close before the statutory allotment window expires, but the allotment still has its own timing rule. Record when the company legally allots the securities and ensure the board or authorized committee approves it within the permitted period. A late administrative entry may not cure an allotment made after the deadline.

Exam takeaway

For the general time limit, remember 30 days after first issue—not three months. The statute’s first-issue calculation and its separate subscription-opening protections may also matter to the fact pattern.