Cap.

32 Companies (Winding Up and 01/10/2022

Miscellaneous Provisions)
Ordinance

265A. Interpretation of Subdivision 2

(1) For the purposes of this Subdivision, the question of whether a
person is an associate of another person is to be determined in
accordance with sections 265B and 265C.
(2) In sections 265B and 265C, a provision that a person is an
associate of another person means that they are associates of
each other.
(3) For the purposes of this Subdivision, a person is connected
with a company if that person is—
(a) an associate of a director or shadow director of the
company; or
(b) an associate of the company.
(4) For the purposes of this Subdivision, a company goes into
liquidation when—
(a) the company passes a resolution for voluntary winding
up;
(b) a winding-up statement is delivered to the Registrar for
registration under section 228A for the company; or
(c) (if the company has not gone into liquidation because of
paragraph (a) or (b)) the court makes a winding-up order
in respect of the company.
(5) A note located in the text of this Subdivision is provided for
information only and has no legislative effect.
(Added 14 of 2016 s. 88)

267. Effect of floating charge

(1) This section applies in relation to a company if the company
goes into liquidation.
(2) If the company creates a floating charge on its undertaking or
property at a relevant time (within the meaning of section
267A), the charge is invalid except to the extent of the amount
specified in subsection (3).
(3) The amount is the aggregate of—
(a) the value of so much of the consideration for the creation
of the charge that consists of—
(i) money paid to the company at the same time as, or
after, the creation of the charge;
(ii) money paid at the direction of the company at the
same time as, or after, the creation of the charge; or
(iii) property or services supplied to the company at the
same time as, or after, the creation of the charge;
and
(b) the amount of any interest that is payable on the amount
mentioned in paragraph (a)(i), (ii) or (iii) pursuant to the
charge or consideration agreement, at—
(i) the rate specified in the charge or consideration
agreement; or
 (ii) the rate of 12% per annum,
whichever is the lesser.
(4) For the purposes of subsection (3)(a)(iii), the value of any
property or services supplied as consideration for a floating
charge is the amount in money which, at the time they were
supplied, could reasonably have been expected to be obtained
—
(a) for supplying the property or services in the ordinary
course of business; and
(b) on the same terms (apart from the consideration) as those
on which they were supplied to the company.
(5) In this section—
consideration agreement (代價協議)—
(a) in relation to the value mentioned in subsection (3)(a)(i),
means the agreement pursuant to which the money was
paid to the company;
(b) in relation to the value mentioned in subsection (3)(a)(ii),
means the agreement pursuant to which the money was
paid at the direction of the company; or
(c) in relation to the value mentioned in subsection (3)(a)
(iii), means the agreement pursuant to which the property
or services were supplied to the company;
floating charge (浮動押記) means a charge which, when created,
was a floating charge.
(Replaced 14 of 2016 s. 91)

267A. Relevant time under section 267

(1) For a floating charge created in favour of a person who is
connected with the company, the time at which the charge is
created is a relevant time for the purposes of section 267(2) if
it is created at a time in the period of 2 years ending with the
day on which the winding up of the company commences.
(2) For a floating charge created in favour of any person other
than a person connected with the company, the time at which
the charge is created is a relevant time for the purposes of
section 267(2) if—
(a) it is created at a time in the period of 12 months ending
with the day on which the winding up of the company
commences; and
(b) the company—
(i) is unable to pay its debts (within the meaning of
section 178) at that time; or
(ii) becomes unable to pay its debts (within the
meaning of section 178) in consequence of the
transaction under which the charge is created.
Note—
1. For the time at which a winding up by the court commences, see
section 184.
2. For the time at which a voluntary winding up commences, see
sections 209B(a)(i), 228A(5)(a) and 230.

(Added 14 of 2016 s. 92)