TRANSFER OF BUSINESSES (PROTECTION OF CREDITORS) ORDINANCE ——附加英文版
Hong Kong
TRANSFER OF BUSINESSES (PROTECTION OF CREDITORS) ORDINANCE
(CHAPTER 49)
Whole document:
rotect creditors on the transfer of businesses, to provide
for the
ility of transferees of business, the manner in which such
liability
be avoided and for matters incidental thereto and connected
therewith,
to repeal the Fraudulent Transfers of Businesses Ordinance.
June 1980]
1. Short title
Ordinance may be cited as the Transfer of Businesses (Protection
of
itors) Ordinance.
2. Interpretation
In this Ordinance, unless the context otherwise requires--
eal" includes a motion for a new trial or to set aside a
verdict,
ing or judgment;
iness" means a business, or any part thereof, consisting of a
trade or
pation (other than a profession) whether or not it is carried on
with
ew to profit; "charge" means--
a debenture within the meaning of the Companies Ordinance (Cap.
32);
a mortgage;
a bill of sale;
a lien; or
any document,
r or pursuant to which a business or any assets thereof are charged
as
rity for the payment of money or the performance of an obligation,
and
udes an equitable charge;
rge-holder" means a person who, under or pursuant to a charge,
and for
purpose of enforcing payment of any money or for the
performance of
obligation, may sell any business;
e of transfer" means the date on which a transfer takes effect
or is
nded to take effect;
ice of transfer" means a notice of transfer in accordance with
section
registered charge" means a charge which is registered under--
the Land Registration Ordinance (Cap. 128);
the Companies Ordinance (Cap. 32);
the Bills of Sale Ordinance (Cap. 20); or
any other enactment;
nsfer" means the transfer or sale of a business, but does not
include-
the sale of the stock-in-trade of a business in the ordinary
course of
trade;
the creation of a charge;
the transfer of land or any share or interest therein; or
the transfer of a vessel (or the transfer of any interest or
share
ein), other than--
a vessel to which Part IV of the Shipping and Port Control
Ordinance
. 313) applies; or
a trawler to which Part XII of the Merchant Shipping Ordinance
(Cap.
applies; "transferee" means the person to whom a
business is
sferred by a transferor; "transferor" means--
in the case of the sale of a business under or pursuant to a
charge,
person whose business has been or is intended to be sold;
in every other case, the person by whom or on whose
behalf the
sfer has been or is intended to be made.
For the purposes of this Ordinance "transferor" and
"transferee"
ectively include a sub-transferor and a sub-transferee.
3. Transferee of business to be liable for liabilities of trans-
feror
Subject to this Ordinance, whenever any business is transferred,
with
ithout the goodwill thereof, the transferee shall,
notwithstanding any
ement to the contrary, become liable for all the
debts and
gations, including liability for tax charged or chargeable
under the
nd Revenue Ordinance (Cap. 112), arising out of the carrying on
of the
ness by the transferor.
Notwithstanding subsection (1), where a part of a
business is
sferred (other than the goodwill thereof) and in any
proceedings--
the transferee would, but for this subsection, be adjudged
liable
r this Ordinance for any debts and obligations arising out
of the
ying on of the business by the transferor; and
it is shown to the satisfaction of the court hearing the
proceedings
--
the transferee purchased such part of the business in good faith
and
value; and
at the date of transfer of such part of the business, the
transferee
no knowledge (whether actual, constructive or imputed)
what he was acquiring formed part of a business,
transferee shall not be liable under this Ordinance for the debts
and
gations arising out of the carrying on of the business
by the
sferor.
4. Circumstances in which the transferee's liability ceases
A transferee shall not become liable under section 3 if a
notice of
sfer has been given not more than 4 months, and not less than 1
month,
re the date of transfer and has become complete at the
date of
sfer.
Where a notice of transfer has been given but the notice
has not
me complete at the date of transfer, the liability of the
transferee
r section 3 shall cease with effect from the date on which the
notice
ransfer becomes complete.
Where a notice of transfer has not been given before or at the
date of
sfer, the liability of the transferee under section 3 shall cease
with
ct from the date on which a notice of transfer, which is given
after
date of transfer, becomes complete.
A notice of transfer shall, subject to subsections (5) and (6),
become
lete upon the expiration of 1 month after the date of
the last
ication of the notice in accordance with section 5.
Subject to subsection (6), in the case of a notice of
transfer
rred to--
in subsection (1), if proceedings are instituted
against the
sferor in respect of any liability of the transferor arising
before
notice has become complete and out of the carrying on
of his
ness; or
in subsection (2) or (3), if proceedings are instituted
against the
sferee in respect of any liability of the transferee under
section 3
ing before such notice becomes complete,
notice of transfer shall (for the purposes of such proceedings
only)
eemed incomplete pending the final determination of such
proceedings,
uding all possible appeals, and pending the expiration of all
periods
ng which such appeals may be brought.
Where proceedings are instituted, a notice of transfer shall
not be
ed incomplete under subsection (5) unless within 1 month
of the
eedings being instituted--
they are served on the transferor or transferee, as the case may
be;
written notice that they have been instituted is sent by
registered
to the last known address of such transferor or transferee.
5. Contents of notice of transfer and manner of giving notice
Except in the case of a transfer by way of sale under or pursuant
to a
ge, a notice of transfer shall contain the following
particulars--
the full name and address of the transferor;
the nature of the business and the name or style under which, and
the
address at which, it has been carried on during the period
of 6
hs immediately preceding the date of transfer;
the date of transfer;
the full name and the residential and business addresses
of the
sferee;
if the transferee--
intends to carry on or is carrying on the business, the full
address
e, and the name and style under which, he is carrying it on or
intends
arry it on; or
is not carrying on the business and does not intend to carry it
on, a
ement to that effect; and
a statement that at the expiration of 1 month after the date of
the
publication of the notice pursuant to subsection (3), the
liability
he transferee for all the debts and obligations arising out
of the
ying on of the business by the transferor shall cease by
virtue of
Ordinance unless proceedings are instituted prior to such
expiration.
In the case of a transfer by way of sale under or pursuant
to a
ge, a notice of transfer shall contain the following
particulars--
the nature of the business, and the name or style under which,
and the
address at which, it has been carried on during the period
of 3
hs immediately preceding the date of transfer;
the full name and address of the person whose business has been,
or is
nded to be, transferred by way of sale under or pursuant
to the
ge;
details of the charge under or pursuant to which the transfer by
way
ale has been or is to be made, sufficient to enable any
document
ting or evidencing the charge to be readily identified and,
without
ting the generality of the foregoing, such details shall
include--
the date when the charge was made, given, executed or
came into
tence;
the consideration for which the charge was executed, made or
given
if there was no such consideration, the circumstances in which
it came
existence;
) in the case of a registered charge, the date of the registration
of
charge, the title of any enactment under which it was registered
and
number or other means of identifying the charge assigned to it
upon
stration;
the date of transfer; and
the amount of money, payment of which has been secured by the
charge
which was owing--
at the date of the publication of the notice of transfer; or
if the transfer has already taken effect, at the date of the
transfer
aking effect.
Every notice of transfer shall be signed--
by both the transferor and the transferee, in the case of a
transfer
hich subsection (1) applies; or
by the charge-holder and the transferee, in the case of a transfer
to
h subsection (2) applies,
shall be given by publication in--
the Gazette;
any 2 of such Chinese language newspapers circulating in Hong Kong
as
be approved for the purpose by the Chief Secretary; and (Amended
L. N.
f 1985; L. N. 242 of 1989)
) 1 English language newspaper circulating in Hong Kong which has
been
pproved.
6. Right of transferee to indemnity
The transferee shall be entitled to be indemnified--
by the transferor, except in the case of a transfer by way of
sale
r or pursuant to a charge; or
by the charge-holder, if the transfer is by way of sale
under or
uant to a charge,
all amounts for which the transferee is made liable
under this
nance and for which he would not otherwise be liable.
The amount of such an indemnity may be recovered by civil
proceedings
debt or liquidated demand.
7. Liability of parties not affected
ing in this Ordinance shall relieve or be deemed to
relieve a
sferor or transferee, or any person who sells a business
under or
uant to a charge, from any liability to which he would
otherwise be
ect.
8. Limitation of liability of transferee
A transferee who in good faith and without preference has
paid in
harge or partial discharge of any liability for which he became
liable
r this Ordinance, and for which he would not otherwise
have been
le, an amount which is equal to the value of the business acquired
by
at the date on which the transfer took effect, shall not be
liable
her under this Ordinance.
The value of a business acquired by a transferee at the date on
which
transfer takes effect shall, until the contrary is proved, be
presumed
e an amount equal to the amount paid or agreed to be paid (whether
in
s of money or by means of any other consideration) for the
acquisition
he business.
9. Limitation of time for institution of proceedings
ect to section 6, no action shall be instituted to recover any
debt
or to enforce any obligation against any person liable therefor
under
Ordinance, and for which he would not otherwise have been
liable,
than 1 year after the date on which the transfer in respect of
which
liability arose took effect.
10. Saving
Ordinance shall not apply to any transferee where the transfer
ffected--
by the Official Receiver or a trustee in bankruptcy;
by the liquidator of a company in liquidation other than
voluntary
idation;
by the Financial Secretary Incorporated; (Amended L. N. 369 of
1989)
by the Director of Education Incorporated;
by the Director of Social Welfare Incorporated;
by a person selling under or pursuant to a charge which has
been
stered for not less than 1 year at the date when the transfer
takes
ct;
pursuant to any order or direction of any court;
by an executor or administrator; or
by operation of law.
11. Repeal and saving
The Fraudulent Transfers of Businesses Ordinance (Cap. 49, 1964
Ed.)
epealed.
Notwithstanding subsection (1), the Fraudulent Transfers of
Businesses
nance (Cap. 49, 1964 Ed. ) shall continue to apply with respect
to a
sfer--
which took effect; and
in respect of which notice was given under section 3
of that
nance, before the coming into operation of this Ordinance, as if
this
nance had not been passed.
铁道部关于修订《行包运输奖励办法》的通知
铁道部
铁道部关于修订《行包运输奖励办法》的通知
1998年7月12日,铁道部
各铁路局,广铁(集团)公司:
为使铁路运输逐步适应社会主义市场经济的要求,充分利用现有运输能力,增收创效,实现铁路扭亏增盈的目标,现将修订后的《行包运输奖励办法》发给你们,请按照执行。
第一条 为充分利用客车行李车和隔离行李车的运输能力,调动行包运输人员增运创效的积极性,特制定本办法。
第二条 行包运输奖励与行包运输收入、办理行包件数挂钩考核,鼓励多运多收。
第三条 奖励范围:主要奖励直接从事行包运输的人员。
第四条 奖励标准
1.当年实际完成行包运输收入超过基数部分,分档给予奖励:
(1)超过基数20%以内(含20%),按超收金额的5%给予奖励;
(2)超过基数20%以上至50%(含50%),按超收金额的7%给予奖励;
(3)超过基数50%以上,按超收金额的10%给予奖励。
2.当年完成的行包中转件数,每超过基数一件奖励0.40元。
3.当年完成的行包到达件数,每超过基数一件奖励0.20元。
行包运输收入、行包中转件数和行包到达件数的基数均为各单位1997年实际完成数(见附表)。
如本年度实际完成低于基数,将分别按上述标准扣减奖金。
4.跨局列车运送的行包每办理一件,奖励0.05元。
以上行包运输收入、行包到达件数、列车办理件数均不含行包快运专列。
第五条 对行包快运专列按收入的10%奖励组织行包快运专列的有关人员,具体分配方案由部运输局提出。
第六条 奖金的预支与清算:各铁路局、广铁(集团)公司可根据本单位行包运输任务完成情况按月预支奖金,部按年度进行考核,在工效挂钩工资结算时予以清算。
第七条 各单位可根据本办法,结合本单位实际制定具体实施细则,并报部备案。
第八条 本办法自1998年1月1日起实行。前发有关行包运输奖励文件同时停止执行。
第九条 本办法由铁道部劳动工资司负责解释。
附 表
行包运输奖励基数表
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| | 行包运输 | 行 包 | 行 包 |
| 单 位 | 收 入 | 到 达 | 中 转 |
| | (万元) | 件 数 | 件 数 |
|------------|------------|----------------|----------------|
|哈尔滨局 | 5568| 4076834| 3413560|
|------------|------------|----------------|----------------|
|沈阳局 | 14379| 6455365| 7800927|
|------------|------------|----------------|----------------|
|北京局 | 36511| 8507466|16935723|
|------------|------------|----------------|----------------|
|呼和浩特局 | 1496| 945055| 123131|
|------------|------------|----------------|----------------|
|郑州局 | 18916| 8105633|14465592|
|------------|------------|----------------|----------------|
|济南局 | 11625| 4202282| 4339108|
|------------|------------|----------------|----------------|
|上海局 | 47013|11082126|10804591|
|------------|------------|----------------|----------------|
|南昌局 | 3108| 1563756| 2223451|
|------------|------------|----------------|----------------|
|广铁(集团)| 23125| 5280869| 3934309|
|------------|------------|----------------|----------------|
|柳州局 | 5763| 1838254| 425377|
|------------|------------|----------------|----------------|
|成都局 | 16276| 6431197| 3854850|
|------------|------------|----------------|----------------|
|昆明局 | 3259| 1254951| 235571|
|------------|------------|----------------|----------------|
|兰州局 | 2662| 1637544| 1410582|
|------------|------------|----------------|----------------|
|乌鲁木齐局 | 1212| 1291577| 42017|
|------------|------------|----------------|----------------|
| 计 |190913|62672909|70008789|
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