||Title:||HANG LUNG BANK (ACQUISITION) ORDINANCE||Gazette Number:|
|Section:||6||Heading:||Safeguarding assets and avoidance of certain transactions||Version Date:||30/06/1997|
(1)-(2) (Repealed 61 of 1990 s. 5)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-
and which, in the opinion of the Financial Secretary either-
(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, 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.
(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;
(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.