1964_HANG_LUNG_BANK_(ACQUISITION)_ORDINANCE — Page 4

HK Historical Laws 香港歷史法例 All AI Reviewed
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1989 Ed.]

Hang Lung Bank (Acquisition)

[CAP. 345

3

6. Safeguarding assets and avoidance of certain transactions

(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 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.

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1989 Ed.]Hang Lung Bank (Acquisition)[CAP. 34536. Safeguarding assets and avoidance of certain transactions(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 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.
Baseline (Original)
1989 Ed.]Hang Lung Bank (Acquisition)[CAP. 34536. Safeguarding assets and avoidance of certain transactions(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 subsec- tion (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 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.
2026-05-04 18:44:34 · Baseline
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1989 Ed.]

Hang Lung Bank (Acquisition)

[CAP. 345

3

6. Safeguarding assets and avoidance

of certain transactions

(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 subsec- tion (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 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.

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