OVERSEAS TRUST BANK (ACFQUISITON) ORDINANCE

OVERSEAS TRUST BANK (ACFQUISITON) ORDINANCE

LAWS OF HONG KONG

OVERSEAS TRUST BANK (ACQUISITION)
ORDINANCE

CHAPTER 379





CHAPTER 379

OVERSEAS TRUST BANK (ACQUISITION)

To provide for the acquisition by the Government of the Overseas
Trust Bank Limited, the compensation payable in respect of such
acquisition and the carrying on of the business of that Bank and
for connected purposes.

[8 June 1985.]

1. This Ordinance may be cited as the Overseas Trust Bank
(Acquisition) Ordinance.

2. In this Ordinance, unless the context otherwise requires

'commencement' means the commencement of this Ordinance,

company' means the Overseas Trust 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.

3. (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.

(Amended, L.N. 180/85)

4. 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 may continue,
notwithstanding any agreement to the contrary, 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. If, after commencement, a person other than the Financial
Secretary Incorporated would, apart from this Ordinance,
have(Amended, L.N. 180/85)

(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,

(c)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.

6. (1) If the company or any subsidiary thereof has within the
period of 12 months 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 benefited 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, within the
period of 12 months 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 shall not apply to that agreement.

7. (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 without any right to
compensation, and all such directors who also held executive offices in
the company and its subsidiaries shall cease to hold those offices.

(2) The Secretary for Monetary Afrairs is hereby appointed as
chairman and a director of the company and shall hold each of those
offices until an appointment is made to it under subsection (3).

(3) The Financial Secretary may, from time to time, appoint other
persons as chairman and as directors of the company and may revoke
such appointments.

(4) The persons who are appointed the chairman and directors of
the company by subsections (2) and (3) shall also be the chairman and
directors of every subsidiary of the company.

(5) Any director under subsections (2), (3) and (4) shall be treated
for all purposes as if he had been appointed at a general meeting of the
company or subsidiary as a director thereof.

(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. (1) The Financial Secretary may on behalf of the Government, in
such manner and on such terms as he thinks fit, guarantee any payment
in respect of any liability of the company.

(2) Any sum required for fulfilling a guarantee given under this
section shall be charged on and issued out of the Exchange Fund
established under the Exchange Fund Ordinance.

9. (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, in accordance with any regulations
under section 10 read with subsection (3), be entitled to compensation in
respect of those shares. (Amended, L.N. 180/85)

(2) Any person who suffers loss by reason of the operation of
section 4, the cessation of any right under section 5 or the disclaimer of
a transaction under section 6(3) shall, in accordance with any
regulations under section 10 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;

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

10. (1) The Financial Secretary may make regulations-

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

(b)providing for the management, control and operation 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) shall have effect
notwithstanding anything to the contrary in the Companies Ordinance,
the Banking Ordinance, the Deposit-taking Companies Ordinance ,
and the memorandum and articles of association of the company or any
subsidiary thereof.





11. 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.

12. In any case where the provisions of this Ordinance conflict
with the Companies Ordinance, the Banking Ordinance, the De-posit
Companies Ordinance 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.
Originally 30 of 1985. L.N. 180/85. Short title. Interpretation. (Cap. 32.) Vesting in financial Secretary Incorporated of shares of the company. Continued use of property etc. Determination of rights to require the issue of shares, to nominate directors or to exercise control. Safeguarding assets and avoidance of certain transactions. (Cap. 23.) Directors. Guarantee by Government. (Cap 66.) Compensation. Power to make regulations. (Cap. 32) (Cap. 155.) (Cap. 328.) Power to give directions. Ordance to prevail in conflict with certain other laws. (Cap. 32.) (Cap. 115.) (Cap. 328.)

Originally 30 of 1985. L.N. 180/85. Short title. Interpretation. (Cap. 32.) Vesting in financial Secretary Incorporated of shares of the company. Continued use of property etc. Determination of rights to require the issue of shares, to nominate directors or to exercise control. Safeguarding assets and avoidance of certain transactions. (Cap. 23.) Directors. Guarantee by Government. (Cap 66.) Compensation. Power to make regulations. (Cap. 32) (Cap. 155.) (Cap. 328.) Power to give directions. Ordance to prevail in conflict with certain other laws. (Cap. 32.) (Cap. 115.) (Cap. 328.)

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