TNAG-2125-FCO40-3032-Banking-situation-in-Hong-Kong-1990 — Page 120

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CAP. 345]

Hang Lung Bank (Acquisition)

[1983 Ed.

Determination of rights to require the

issue of shares,

to nominate

directors or to exercise control.

Lov (50 185

Safeguarding assets and avoidance of certain transactions.

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. (1) If, after commencement, a person other than the -Colonial Treasurer Incorporated would, apart from this Ordinance,

Ti have-

(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.

(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. (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 transac- tion 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

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