| To provide for the acquisition by the Government of the Overseas Trust Bank Limited, the compensation payable in respect of such acquisition and the carrying on of the business of that Bank and for connected purposes. (Enacted 1985) [8 June 1985] (Originally 30 of 1985) Cap 379 s 1 Short title This Ordinance may be cited as the Overseas Trust Bank (Acquisition) Ordinance. (Enacted 1985) Cap 379 s 2 Interpretation In this Ordinance, unless the context otherwise requires- "commencement" (生效日期) means the commencement of this Ordinance; "company" (海讬) means the Overseas Trust Bank Limited; "former director" (前董事) means any director of the company or any of its subsidiaries removed from office upon commencement; (Amended 80 of 1993 s. 2) "subsidiary" (附属公司) has the same meaning as in the Companies Ordinance (Cap 32). (Enacted 1985) Cap 379 s 3 (Repealed 80 of 1993 s. 8) Cap 379 s 4 Continued use of property etc.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 may continue, notwithstanding any agreement to the contrary, 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. (Amended 80 of 1993 s. 3) (2) Subsection (1) shall cease to have effect on the commencement of the Overseas Trust Bank (Acquisition) (Amendment) Ordinance 1993 (80 of 1993). (Added 80 of 1993 s. 3) (3) Section 23 of the Interpretation and General Clauses Ordinance (Cap 1) applies to the cessation to have effect of subsection (1) by virtue of subsection (2) and for this purpose, such cessation shall be regarded as the repeal of subsection (1) by subsection (2). (Added 80 of 1993 s. 3) (Enacted 1985) Cap 379 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, subject to subsection (2), cease. (Amended 80 of 1993 s. 4) (2) Subsection (1)- (a) does not apply to any right acquired, derived or subsisting under or by virtue of an agreement dated 31 July 1993 between the Financial Secretary Incorporated and Guoco Group Limited for the sale and purchase of the shares in the capital of the company; (b) shall cease to have effect on the commencement of the Overseas Trust Bank (Acquisition) (Amendment) Ordinance 1993 (80 of 1993). (Added 80 of 1993 s. 4)(3) Section 23 of the Interpretation and General Clauses Ordinance (Cap 1) applies to the cessation to have effect of subsection (1) by virtue of subsection (2) and for this purpose, such cessation shall be regarded as the repeal of subsection (1) by subsection (2). (Added 80 of 1993 s. 4) (Enacted 1985) Cap 379 s 6 Safeguarding assets and avoidance of certain transactions (1)-(2) (Repealed 80 of 1993 s. 8) (3) Where the company or any subsidiary thereof has, within the period of 12 months 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. |
