TNAG-2125-FCO40-3032-Banking-situation-in-Hong-Kong-1990 — Page 121

1983 Ed.]

Hang Lung Bank (Acquisition)

[CAP. 345

3

(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 neces- sary 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 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, immedi- ately 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) The Secretary for Monetary Affairs 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.

(Cap. 23.)

Directors.

ī