XN000022-1984-01-25 — Page 11

WEDNESDAY, JANUARY 25, 1984

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+WE CONSIDER THAT THE WORDS +BE DEEMED TO IN THE CLAUSE ARE UNNECESSARY, AND SHOULD BE DELETED, HE SAID.

+SECONDLY, NEW SUBSECTION 228(4)(B) PROVIDES FOR THE APPOINTMENT OF A PROVISIONAL LIQUIDATOR, BUT WITHOUT SPECIFYING THAT THE PUBLIC NOTICE OF SUCH AN APPOINTMENT SHOULD STATE THE NAME AND ADDRESS OF THE PROVISIONAL LIQUIDATOR.

+WE THINK IT WOULD BE DESIRABLE THAT RELEVANT DETAILS SUCH AS NAMES AND ADDRESS OF THE PROVISIONAL LIQUIDATOR BE PUBLISHED, + HE ADDED.

CLAUSE 209 ADDS A NEW SECTION 297A TO THE PRINCIPAL ORDINANCE AND TOGETHER WITH OTHER NEW CLAUSES WHICH AMEND PART VI OF THE BILL DEALING WITH RECEIVERS AND MANAGERS, A NUMBER OF NEW PROVISIONS RELATING TO THE FUNCTIONS OF RECEIVERS AND MANAGERS WILL BE INTRODUCED.

SPECIFICALLY, NEW SECTION 297A PRESCRIBES THE PENALTIES FOR ANY PERSON WHO IS AN UNDISCHARGED BANKRUPT TO ACT AS A RECEIVER OR MANAGER.

MR CHEONG WOULD BE MOVING AMENDMENT TO CLARIFY THAT AN UND ISCHARGED BANKRUPT SHALL BE DISQUALIFIED FROM BEING A RECEIVER OR MANAGER OF THE PROPERTY OF A COMPANY ON BEHALF OF DEBENTURE HOLDERS.

MISS TAM SAID THAT DIRECTORS IN THE EXERCISE OF THE IR POWERS ARE FIDUCIARY AGENTS FOR THE COMPANY AND MUST USE THEIR POWERS FOR THE BENEFIT OR INTENDED BENEFIT OF THE COMPANY.

+SUBJECT TO THIS OVERRIDING CONSIDERATION THE DIRECTORS MAY DO WHATEVER IS FAIRLY INCIDENTAL TO THE EXERCISE OF THEIR POWER

IN CARRYING OUT THE OBJECTS OF THE COMPANY, AND HENCE WHETHER THE INTEREST OF THE SHAREHOLDERS ARE PROPERLY PROTECTED DEPENDS ON THE JUDGMENT AND HONESTY OF THE COMPANY'S DIRECTORS, AND THE MORE WE KNOW OF THEIR OWN VESTED INTERESTS THE BETTER THE SHAREHOLDERS CAN PROTECT THE IR INTEREST IN THE COMPANY, SHE SAID.

+FOR THE SAME REASON IT IS ALSO IMPORTANT TO DISCLOSE THE TRUE IDENTITY OF THE DIRECTORS OF A COMPANY, PARTICULARLY IN THE CASE OF COMPANIES WHERE GENERALLY THE SHAREHOLDERS HAVE LITTLE INSIDE OR PERSONAL KNOWLEDGE OF ITS DECISION MAKERS,+ SHE ADDED.

SHE WOULD BE MOVING AMENDMENTS TO CLAUSES 110 AND 112.

CALUSE 110 AMENDS THE PRINCIPAL ORDINANCE BY ADDING NEW SECTIONS 154A AND 154B.

THE NEW SECTION 154A PROVIDES THAT, EXCEPT IN THE CASE OF CERTAIN PRIVATE COMPANIES, IT WILL NO LONGER BE POSSIBLE TO HAVE BODIES CORPORATE AS DIRECTORS OF COMPANIES.

+THUS THE IDENTITY OF THE INDIVIDUALS WHO ARE DIRECTORS OF THE COMPANY IS REVEALED.

/+IN ORDER