HANG LUNG BANK (ACQUISITION) ORDINANCE

HANG LUNG BANK (ACQUISITION) ORDINANCE

LAWS OF HONG KONG

HANG LUNG BANK (ACQUISITION) ORDINANCE

CHAPTER 345





CHAPTER 345

HANG LUNG BANK (ACQUISITION)

To provide for the acquisition by the Government of the Hang Lung Bank,

Limited, the carrying on of the business of that Bank, the compensation
payable in respect of such acquisition and for connected purposes.

[28 September 19831

Originally 56 of 1983 R. Ed. 1983, L.N. 180 of 1985,27 of 1986, L.N. 329 of
1989

1. Short title

This Ordinance may be cited as the Hang Lung Bank (Acquisition) Ordinance.

2. Interpretation

In this Ordinance, unless the context otherwise
requires'commencement' means the commencement of this
Ordinance;

'the company' means the Hang Lung Bank, Limited

'former director' means any director of the company or any of its subsidiaries

removed from office by section 7;
'subsidiary' has the same meaning as in the Companies Ordinance (Cap. 32).

3. Vesting in Financial Secretary Incorporated

of shares of the Company

(1) Subject to this Ordinance, all the shares in the capital of the company shall
by virtue of this section vest in the Financial Secretary Incorporated for and on
behalf of the Government free from all trusts and incumbrances.

(2) The Financial Secretary Incorporated shall, in respect of the shares which
vest in it by virtue of subsection (1), be entitled or subject, as from commencement,
to the exclusion of the previous holders thereof, to all rights, privileges and
advantages and all the liabilities and obligations arising from the holding of those
shares, in all respects as if the shares had been duly transferred to the Financial
Secretary Incorporated in accordance with the enactments and rules of law (other
than this Ordinance) applicable thereto and everything necessary to make the
transfer of those rights, privileges, advantages, liabilities and obligations fully
effective had been done.





(3) Without prejudice to subsection (2) the person concerned with the
keeping of the company's register of members shall forthwith register the
Financial Secretary Incorporated therein and the company shall forthwith issue
to the Financial Secretary Incorporated the appropriate documents of title
relating to the company's shares which vest in the Financial Secretary
Incorporated by virtue of this section.
(AmendedL.N. 180 of 1985)

4. Continued use of property etc.

Where immediately before commencement any property, facility or service
not being the property of or provided by the company or any subsidiary
thereof, was being used, enjoyed or employed by the company or any of its
subsidiaries in the carrying on of its business, the company and its subsidiaries
shall continue to have the right to use, enjoy or employ such property, facility
or service upon the same terms and conditions, subject to section 6(3), as were
applicable before commencement.

5. Determination of rights to require the issue of shares,
to nominate directors or to exercise control

(1) If, after commencement, a person other than the Financial Secretary
Incorporated would, apart from this Ordinance, have- (Amended L.N. 180
of 1985)
(a)a right to require the issue of, or to subscribe for or purchase, or
otherwise acquire, any shares in the capital of the company or
any subsidiary thereof,
(b)a right to appoint any person, or to be appointed as a director of
the company or any subsidiary thereof,
(e)a right, whether express or implied, to exercise, whether wholly or
in part, any power of control or direction of the company, its
management or assets or undertaking, or any subsidiary,
that right shall cease.
(2) Where the right referred to in subsection (1) was conferred on a
person as an incident of-
(a) an agreement conferring other rights on that person; or
(b)the holding of any securities of the company, or any subsidiary
thereof,
nothing in subsection (1) shall affect the continued existence of any other rights
or liabilities under that agreement or, as the case may be, under the terms upon
which the securities were held.





6. Safeguarding assets and avoidance

of certain transactions

(1) If the company or any subsidiary thereof has after 1 September 1982 and
before commencement disposed of any of its assets and the disposal was not made
in good faith in the ordinary course of the business of the company or its
subsidiary, and there has been a loss to the company or any subsidiary thereof
arising from such disposal, the amount of the loss may be recovered as a civil debt
from such of the former directors, managers or officers of the company or subsidiary
who were responsible for the disposal or who benefitted from it.

(2) Any civil proceedings for the recovery of a civil debt under subsection (1)
may be brought by the Financial Secretary in the name of and on behalf of the
company.

(3) Where the company or any subsidiary thereof has, after 1 September 1982
and before commencement entered into a transaction which, in the opinion of the
Financial Secretary was of such a nature as, and at the time it was entered into,
could reasonably have been foreseen by the company or the subsidiary to be likely

(a) to cause a loss to the company or the subsidiary; or

(b)to impose a liability on it substantially greater than any benefit to
it,
and which, in the opinion of the Financial Secretary either---

(i) was both an unusual transaction for the company or the subsidiary to
enter into, having regard to the business of the company or the
subsidiary and not reasonably necessary for the purpose of that
business having regard to the circumstances at that time; or

(ii) was a transaction entered into otherwise than in the ordinary course
of the company's or subsidiary's business and on such terms or with
such a party as to indicate an unreasonable lack of prudence on the
part of the company, or the subsidiary, having regard to the
circumstances at the time of the transaction;

and, on commencement, the transaction remains in whole or in part unperformed or
unexpired, the company or subsidiary shall, if so directed by the Financial Secretary,
by notice in writing given to the other parties to the transaction disclaim that
transaction.

(4) Where a notice of disclaimer is given under subsection (3) with respect to
an agreement or lease the agreement shall be deemed to be frustrated or, as the case
may be, the lease shall be deemed to be surrendered, on the date on which the
notice of disclaimer becomes final, and for that reason the parties thereto shall be
deemed to be discharged from the further performance of their obligations under the
agreement or lease.





(5) Where an agreement is deemed to be frustrated by virtue of subsection (4),
section 17 of the Law Amendment and Reform (Consolidation) Ordinance (Cap. 23)
shall not apply to that agreement.

7. Directors

(1) Upon commencement all those persons who, immediately before
commencement were directors of the company and of its subsidiaries shall cease to
be directors thereof, and all such directors who also held executive offices in the
company and its subsidiaries shall cease to hold those offices.

(2)-(5) (Repealed L.N. 329 of1989)

(6) No fee, or reward, financial or otherwise, shall be paid by the company to
any director appointed under this section who is a public officer.

(7) Notwithstanding his removal from office by subsection (1) every former
director shall remain liable for all his acts and omissions in respect of the period
while he was a director.

8. Compensation

(1) The registered holders of shares in the capital of the company immediately
before the vesting thereof in the Financial Secretary Incorporated by section 3(1)
shall, subject to any regulations under subsection (3), be entitled to compensation
in respect of those shares. (AmendedL.N. 180 of 1985)

(2) Any person who suffers loss by reason of the operation of section 4, the
cessation of any right under section 5(1) or the disclaimer of a transaction under
section 6(3) shall, subject to any regulations under section 9 read with subsection
(3), be entitled to compensation in respect of such loss.

(3) The following matters may be prescribed

(a)the manner of determining the amount of compensation payable
under subsections (1) and (2);

(b)the factors to be taken into account or disregarded, and the
principles to be applied in determining such amount;

(c) the time and manner of payment of such compensation;

(d)whether and what interest shall be payable in respect of such
compensation;

(e)the denial of compensation under subsections (1) and (2) to any
former director who has engaged in any transaction which could be
disclaimed under section 6(3) if it were in whole or in part
unperformed or unexpired;

(f)any matter incidental to the matters specified in subsection (1) or (2)
or paragraphs (a) to (e).





9. Power to make regulations

(1) The Governor in Council may make regulations

(a)prescribing anything that may be prescribed under this Ordinance;

(b)providing for the management, control and operations of the
company and its subsidiaries; and

(c)providing for the better carrying into effect of the purposes and
provisions of this Ordinance.

(2) Regulations under subsection (1) may make provision for the matters
mentioned in that subsection and shall have effect notwithstanding anything to the
contrary in the Companies Ordinance (Cap. 32), the Banking Ordinance (Cap. 155)
and the memorandum and articles of association of the company or any subsidiary
thereof. (Amended 27 of 1986s.137)

10. Power to give directions

For so long as 100% of the shares in the capital of the company are held for
and on behalf of the Government, the Governor may give to the directors of the
company such directions as he considers necessary or expedient in the public
interest as to the exercise and discharge of their powers and functions.

11. Certain provisions to cease to have effect

(1) Sections 4 and 7(6) shall have effect until such time as the Governor in
Council by order declares that they shall cease to have effect, and different dates
may be specified in respect of different provisions.

(2) Upon any provision ceasing to have effect under subsection (1) it shall be
deemed to have been repealed.

12. Ordinance to prevail in conflict with certain other laws

In any case where the provisions of this Ordinance conflict with the
Companies Ordinance (Cap. 32), the Banking Ordinance (Cap. 155) or the
memorandum or articles of association of the company or any subsidiary thereof,
the provisions of this Ordinance shall prevail, but otherwise those Ordinances,
memoranda and articles shall continue to apply to the company and its subsidiaries.

(Amended 27 of 1986s. 137)

https://oelawhk.lib.hku.hk/items/show/3297

1964

v22

345

6