Section 189. Requirements as to statements in lieu of prospectus

(1) A statement in lieu of prospectus lodged by or on behalf of a company shall—

(a) be signed by every person who is named in the statement as a director or a proposed director of the company or by his agent authorized in writing;

(b) contain matters specified in Part I of the Second Schedule and set out the reports specified in Part II of that Schedule in the form and manner as determined by the Registrar; and

(c) where the persons making any report specified in Part II of the Second Schedule have made the report or have, without giving the reasons, indicated in the report any adjustments as mentioned in paragraph 3 of Part III of that Schedule, shall have endorsed in the report or attached a written statement signed by those persons setting out the adjustments and giving the reasons for the adjustments.

(2) The Registrar shall not accept any statement in lieu of prospectus for registration unless the statement appears to him complies with this Act.

(3) If there is any untrue statement or wilful non-disclosure in any statement in lieu of prospectus, any director who signed the statement commits an offence and shall, on conviction, be liable to imprisonment for a term not exceeding five years or to a fine not exceeding one million ringgit or to both, unless the director proves either the untrue statement or wilful non-disclosure was immaterial or the director had reasonable ground to believe that the untrue statement was true or the wilful non-disclosure was immaterial at the time of the delivery of the statement in lieu of prospectus for registration.