Commissioner's
approval required
for exercise of certain acquired voting power.
40
(a) make any arrangement or enter into any agreement for the sale or disposal
of its business by amalgamation or otherwise;
(b) make any reconstruction of its capital; or
(c) make any arrangement or enter into any agreement for the purchase or
acquisition of the business of any other authorized institution.
(2) An authorized institution aggrieved by a decision of the Financial Secretary refusing his approval for the purposes of subsection (1) may appeal to the Governor in Council against the decision, but that decision shall take effect immediately, notwithstanding that an appeal has been or may be made under this subsection.
(3) Every director and every manager of an authorized institution which con- travenes subsection (1) commits an offence and is liable-
(a) on conviction upon indictment to a fine of $200,000 and to imprisonment
for 2 years; or
(b) on summary conviction to a fine of $50,000 and to imprisonment for 6
months.
70. (1) Subject to subsection (2), a person who, after the commencement of this Ordinance, becomes, by whatever means and whether alone or in concert with others, entitled to exercise or control the exercise of 10 per cent or more of the voting power at any general meeting of an authorized institution incorporated in Hong Kong or of another company of which the institution is a subsidiary, shall not exercise such of that voting power which he has acquired after that commencement unless he has made an application to the Commissioner for the Commissioner's approval to exercise such of that voting power he has so acquired and has received such approval, which approval may be given in a general or a particular case and shall be subject to such conditions as the Commissioner may think proper to attach thereto.
(2) Subsection (1) shall not apply to voting power acquired by any person after the commencement of this Ordinance where the voting power was so acquired in pursuance of an agreement entered into before that commencement.
(3) Where a person has acquired voting power in respect of an authorized institution such that the person is subject to subsection (1), the institution shall forthwith inform the Commissioner of the name of that person.
(4) Where the Commissioner refuses to give an approval under subsection (1), he shall notify the person and authorized institution concerned in writing of his refusal.
(5) Any person aggrieved by the refusal to grant approval under subsection (1) by the Commissioner may appeal to the Governor in Council against the refusal, but that refusal shall take effect immediately, notwithstanding that an appeal has been or may be made under this subsection.
(6) Any person who contravenes subsection (1) commits an offence and is liable-
(a) on conviction upon indictment to a fine of $200,000 and to imprisonment
for 2 years; or
(b) on summary conviction to a fine of $50,000 and to imprisonment for 6
months.
(7) Every director and every manager of an authorized institution which fails to comply with subsection (3) commits an offence and is liable-
(a) on conviction upon indictment to a fine of $200,000 and to imprisonment
for 2 years; or
(b) on summary conviction to a fine of $50,000 and to imprisonment for 6
months.
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Certain
resolutions of authorized
71. (1) Where a resolution is made by the governing board, by whatever name called, of an authorized institution incorporated in Hong Kong and, but for a contravention of section 70(1), the resolution would not have been made and passed, institutions void. that resolution shall, subject to subsection (2), be void.
(2) Where, but for this subsection, a contract entered into by an authorized institution would be unenforceable against the institution by virtue only of a contravention of section 70(1) and the operation of subsection (1), that contravention and the operation of subsection (1) shall not render that contract unenforceable against the institution if that contract was entered into in the ordinary course of the business of the institution and the person seeking to rely upon the contract had no knowledge of that contravention.
institutions
72. (1) Any person who is a controller of an authorized institution incorpor- Controllers, etc. ated in Hong Kong, irrespective of whether he became such controller before, on or of authorized after the commencement of this Ordinance, shall not, as such controller, give any require directions or instructions to the directors of the institution-
(a) in the case of a person who became such controller before or on the commencement of this Ordinance, after the expiration of 3 months after that commencement or such further period as the Commissioner may allow in any particular case; and
(b) in the case of a person who becomes such controller after the commence-
ment of this Ordinance, at any time after he has become such controller,
unless he has made an application to the Commissioner for the Commissioner's approval to give such directions and instructions and has received such approval, which approval may be given in a general or a particular case and shall be subject to such conditions as the Commissioner may think proper to attach thereto.
(2) After the commencement of this Ordinance, no person shall, without the consent in writing of the Commissioner, which consent shall be subject to such con- ditions as the Commissioner may think proper to attach thereto, become a director or secretary of an authorized institution incorporated in Hong Kong or, if becoming such a director or secretary after that commencement without such consent, act, or continue to act, as such director or secretary, as the case may be.
(3) Where the Commissioner refuses to give an approval under subsection (1) or consent under subsection (2), he shall notify the person and authorized institution concerned in writing of his refusal.
(4) Any person aggrieved by the refusal to grant approval under subsection (1) or to give consent under subsection (2) by the Commissioner may appeal to the Governor in Council against the refusal, but that refusal shall take effect immediately, notwithstanding that an appeal has been or may be made under this subsection.
(5) Any person who contravenes subsection (1) or (2) commits an offence and is liable---
(a) on conviction upon indictment to a fine of $200,000 and to imprisonment
for 2 years; or
(b) on summary conviction to a fine of $50,000 and to imprisonment for 6
months,
and, in the case of a continuing offence, to a further fine of $5,000 for every day during which the offence continues.
73. (1) Subject to section 72, no person who-
(a) is bankrupt or has entered into a composition with his creditors;
(b) has been convicted in any place of an offence involving fraud or dishonesty;
or
(c) has been a director, or otherwise concerned in the management, of any authorized institution which has been wound up by a court or whose licence or registration, as the case may be, has been revoked,
shall, without the consent in writing of the Commissioner, be an employee of an authorized institution.
Commissioner's approval.
Certain persons prohibited from acting as employees of authorized institutions except with consent of Commissioner.
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