Hong Kong SFC Issues Warning of Suspicious Investment Plan & Share Offer by Big Boss Night Club or New Big Boss Night Club, SFC States the Issue of Securities Had Not Been Authorized under Securities & Futures Ordinance
15th May 2024 | Hong Kong
The Hong Kong Securities & Futures Commission (SFC) has issued a warning of suspicious investment plan & share offer by Big Boss Night Club or New Big Boss Night Club, with Hong Kong SFC stating the issue of securities had not been authorized under the Securities & Futures Ordinance (SFO). Hong Kong SFC (14/5/24): “The Securities and Futures Commission (SFC) today warns the public of a suspicious investment plan relating to Big Boss Night Club大富豪夜總匯投資方案 which has been widely reported in the media. The investment plan may involve an offer to the public in Hong Kong to subscribe for or purchase shares in a company operating Big Boss Night Club 大富豪夜總匯or New Big Boss Night Club新‧大富豪夜總匯. Specifically, the document which sets out the details of the share offer may constitute a “prospectus” under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (CWUMPO) without the SFC’s authorisation for registration under the CWUMPO. Or, the document may be an advertisement, invitation or document which is or contains an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities, and the issuance of which has not been authorised by the SFC under the Securities and Futures Ordinance (SFO). The SFC suspects that issuing the document may have breached the CWUMPO (Note 1) and/or the SFO (Note 2). As a result, the SFC posted Big Boss Night Club-related share offer and its related information on the SFC’s Suspicious Investment Products Alert List on 14 May 2024. The SFC would like to remind the public that they should not invest in any share offer without a document authorised by the SFC for registration and/or issue (where appropriate). The public should also be vigilant and sceptical about “too-good-to-be-true” investment opportunities when making investment decisions. The SFC will take all appropriate actions where there is any breach of the law.”
“ Hong Kong SFC Issues Warning of Suspicious Investment Plan & Share Offer by Big Boss Night Club or New Big Boss Night Club, SFC States the Issue of Securities Had Not Been Authorized under Securities & Futures Ordinance “
Notes:
- Any document offering any shares in a company to the public for subscription or purchase, or calculated to invite offers by the public to subscribe for or purchase any shares in a company, may constitute a “prospectus” under section 2 of the CWUMPO. Pursuant to section 38D of the CWUMPO, no prospectus shall be issued by or on behalf of a company unless the prospectus complies with the requirements of the CWUMPO and, on or before the date of its publication, its registration has been authorised and a copy of the prospectus has been registered by the Registrar of Companies. Pursuant to section 342C of the CWUMPO, no prospectus offering for subscription or purchase shares in a company incorporated outside Hong Kong shall be issued, circulated or distributed in Hong Kong unless the prospectus complies with the requirements of the CWUMPO and, on or before the date of its publication, circulation or distribution in Hong Kong, its registration has been authorised and a copy of the prospectus has been registered by the Registrar of Companies.
- Under section 103(1) of the SFO, subject to section 103(2), (3) and (5) to (9) of the SFO, a person commits an offence if he issues, or has in his possession for the purposes of issue, whether in Hong Kong or elsewhere, an advertisement, invitation or document which to his knowledge is or contains an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities, unless the issue is authorised by the SFC under section 105(1) of the SFO.
Hong Kong SFC Issues Warning of Suspicious Investment Plan & Share Offer by Big Boss Night Club or New Big Boss Night Club, SFC States the Issue of Securities Had Not Been Authorized under Securities & Futures Ordinance
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