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To provide for the acquisition by the Government of the Hang Lung Bank, Limited, the carrying on of the business of that Bank, the compensation payable in respect of such acquisition and for connected purposes. [28 September 1983] (Originally 56 of 1983) Cap 345 s 1 Short title This Ordinance may be cited as the Hang Lung Bank (Acquisition) Ordinance. Cap 345 s 2 Interpretation In this Ordinance, unless the context otherwise requires- "commencement" (生效日期) means the commencement of this Ordinance; "the company" (恒隆公司) means the Hang Lung Bank, Limited 恒隆银行有限公司; "former director" (前董事) means any director of the company or any of its subsidiaries removed from office upon commencement; (Amended 61 of 1990 s. 2) "subsidiary" (附属公司) has the same meaning as in the Companies Ordinance (Cap 32). Cap 345 s 3 (Repealed 61 of 1990 s. 5) Cap 345 s 4 Continued use of property etc. (1) Where immediately before commencement any property, facility or service not being the property of or provided by the company or any subsidiary thereof, was being used, enjoyed or employed by the company or any of its subsidiaries in the carrying 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. (2) Subsection (1) shall cease to have effect on the commencement of the Hang Lung Bank (Acquisition) (Amendment) Ordinance 1990 (61 of 1990). (Added 61 of 1990 s. 3) (3) Section 23 of the Interpretation and General Clauses Ordinance (Cap 1) applies to the repeal of subsection (1) by subsection (2). (Added 61 of 1990 s. 3) Cap 345 s 5 Determination of rights to require the issue of shares, to nominate directors or to exercise control (1) If, after commencement, a person other than the Financial Secretary Incorporated would, apart from this Ordinance, have- (Amended L.N. 180 of 1985) (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. (3) Subsection (1) shall cease to have effect on the commencement of the Hang Lung Bank (Acquisition) (Amendment) Ordinance 1990 (61 of 1990). (Added 61 of 1990 s. 4) (4) Section 23 of the Interpretation and General Clauses Ordinance (Cap 1) applies to the repeal of subsection (1) by subsection (3). (Added 61 of 1990 s. 4) Cap 345 s 6 Safeguarding assets and avoidance of certain transactions (1)-(2) (Repealed 61 of 1990 s. 5) (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. (5) Where an agreement is deemed to be frustrated by virtue of subsection (4), section 17 of the Law Amendment and Reform (Consolidation) Ordinance (Cap 23) shall not apply to that agreement. Cap 345 s 7 (Repealed 61 of 1990 s. 5) Cap 345 s 8 Compensation (1) (Repealed 61 of 1990 s. 6) (2) Any person who suffers loss by reason of the operation of section 4, the cessation of any right under section 5(1) or the disclaimer of a transaction under section 6(3) shall, subject to any regulations under section 9 read with subsection (3), be entitled to compensation in respect of such loss. (3) The following matters may be prescribed- (a) the manner of determining the amount of compensation payable under subsection (2); (Amended 61 of 1990 s. 6) (b) the factors to be taken into account or disregarded, and the principles to be applied in determining such amount; (c) the time and manner of payment of such compensation; (d) whether and what interest shall be payable in respect of such compensation; (e) the denial of compensation under subsection (2) to any former director who has engaged in any transaction which could be disclaimed under section 6(3) if it were in whole or in part unperformed or unexpired; (Amended 61 of 1990 s. 6) (f) any matter incidental to the matters specified in subsection (2) or paragraphs (a) to (e). (Amended 61 of 1990 s. 6) Cap 345 s 9 Power to make regulations Remarks: Adaptation amendments retroactively made - see 60 of 1999 s. 3 (1) The Chief Executive in Council may make regulations- (Amended 60 of 1999 s. 3) (a) prescribing anything that may be prescribed under this Ordinance; (b) (Repealed 61 of 1990 s. 5) (c) providing for the better carrying into effect of the purposes and provisions of this Ordinance.(2) Regulations under subsection (1) may make provision for the matters mentioned in that subsection and shall have effect notwithstanding anything to the contrary in the Companies Ordinance (Cap 32), the Banking Ordinance (Cap 155) and the memorandum and articles of association of the company or any subsidiary thereof. (Amended 27 of 1986 s. 137) Cap 345 s 10 (Repealed 61 of 1990 s. 5) Cap 345 s 11 (Repealed 61 of 1990 s. 5) Cap 345 s 12 (Repealed 61 of 1990 s. 5)