### Tai Lam Tunnel and Yuen Long Approach Road Ordinance 《大欖隧道及元朗引道條例》

51. Defaults capable of remedy
(1) This section applies in the case of any default which appears to the Secretary to be capable of being remedied.
(2) In the case of any default to which this section applies, the Secretary shall serve—
(a) in the case of a default arising before the discharge date, on—
(i) the Company;
(ii) the Guarantors; and
(iii) any agent appointed under subsection (3); or
(b) in the case of a default arising on or after the discharge date, on—
(i) the Company; and
(ii) any agent appointed under subsection (3),
a notice calling upon the Company, within such period (being not less than 28 days) as specified in the notice or such further period as the Secretary may allow, being a period reasonable in the circumstances, to remedy the default or to take measures or make arrangements to the satisfaction of the Secretary to ensure that such default is remedied.
(3) Any financier or, where a financier is a member of a consortium of financiers, that consortium, may appoint an agent in Hong Kong for the purposes of subsection (2), and notify the Secretary of the name of that agent and address in Hong Kong for service on that agent.
(4) In this section financier (出資人) means any person who has provided credit or agreed to act as surety or guarantor for or otherwise provided financial support to the Company for the purpose of enabling the Company to discharge its obligations under this Ordinance or the project agreement but does not include a Guarantor or a shareholder of the Company.
(5) The arrangements referred to in subsection (2) may, without affecting the generality of that subsection, include arrangements for the disposal of the rights of the Company to another person in accordance with section 6.

### Tai Lam Tunnel and Yuen Long Approach Road Ordinance 《大欖隧道及元朗引道條例》

53. Effect of winding up of the Company, termination of franchise, etc.
(1) All rights and obligations of the Company under this Ordinance shall, except to the extent necessary to give effect to sections 54 and 55, cease on—
(a) the commencement of the voluntary winding up of the Company;
(b) the making of a winding-up order in respect of the Company;
(c) the revocation of the franchise under section 52(5)(c); or
(d) the expiry of the franchise period,
whichever event first occurs.
(2) Upon the cessation of the rights and obligations of the Company under this section the assets of the Company to which this Part applies pursuant to section 57 shall vest in the Government.

### Tai Lam Tunnel and Yuen Long Approach Road Ordinance 《大欖隧道及元朗引道條例》

55. Reimbursement of Company upon expiry of franchise period
No compensation shall be payable by the Government to the Company upon the expiry of the franchise period, save that the Government shall pay to the Company the reduced value of any machinery, equipment or plant forming part of the assets purchased by the Company with the agreement of the Financial Secretary within the 5 years immediately preceding the expiry of the franchise period and owned by the Company on such expiry.

56. Government not liable for Company’s debts
The vesting of the assets of the Company in the Government under this Part shall not render the Government liable for any debts of the Company.

57. Meaning of assets
In this Part, assets (資產) means the Tai Lam Tunnel and Yuen Long Approach Road and all buildings, machinery, equipment and plant ancillary to the construction, operation and maintenance thereof.

58. References to “Company”
Notwithstanding anything in paragraph (b)(ii) of the definition of Company in section 2(1), where the rights and obligations of a franchise holder cease under section 53 pursuant to a revocation of the franchise under section 52(5)(c), the references to “Company” in sections 54(2), 55 and 56 shall be construed as references to the person who was the franchise holder immediately before such revocation.

59. Directions by the Governor
(1) Where the Company gives notice under the project agreement of its intention to commence arbitration proceedings concerning a decision which would result in the Company being held to be in default under Part XII, it may, within 14 days beginning on the date it gives such notice, apply to the Governor in writing, to issue directions for the purposes of subsection (2).
(2) Where an application is made under subsection (1)—
(a) if it appears to the Governor that the matter referred to arbitration by the Company concerns a decision; and
(b) any award of the arbitrator upholding such decision would result in the Company being held to be in default under Part XII or it appears to the Governor that this would be the probable result of such an award,
the Governor may issue such directions as he thinks fit as regards the enforcement of the decision concerned, pending the determination or abandonment of the arbitration proceedings, but subject to such directions, the decision may be enforced pending such determination or abandonment.
(3) In this section—
decision (決定) means a requirement, determination or direction made or issued or refusal of any consent or approval (including refusal to allow an extension under section 13(b), as read with the project agreement) by any person acting on behalf of the Government (other than an exercise of the powers of the Secretary under section 51),and this section shall apply to any such decision.

### Tai Lam Tunnel and Yuen Long Approach Road Ordinance 《大欖隧道及元朗引道條例》

60. Financial penalties
(1) Subject to subsections (2) and (3), where the Company fails to comply with any requirement of this Ordinance or is in breach of the project agreement, the Commissioner may, with the approval of the Governor in Council, impose a financial penalty on the Company in accordance with this section.
(2) The Commissioner shall not impose a financial penalty in respect of any failure to comply with a requirement in this Ordinance or a breach of the project agreement, where the failure or the breach, as the case may be, takes place before the operating date and relates to the design or construction of the Tai Lam Tunnel and Yuen Long Approach Road.
(3) The Commissioner shall not impose a financial penalty in respect of any failure to comply with a requirement in this Ordinance or a breach of the project agreement unless the Commissioner has notified the Company of the failure or the breach, as the case may be, and where it is capable of being remedied, afforded the Company a reasonable opportunity to comply with the requirement or remedy the breach.
(4) Where a financial penalty is imposed, the Commissioner shall serve a notice in writing on the Company requiring the Company to pay to the Government that financial penalty, the amount of which shall be specified in the notice, not later than 30 days beginning on the date the notice is served on the Company.
(5) Where a failure or breach referred to in subsection (1) is—
(a) capable of being remedied, the Commissioner may impose in respect of it, a financial penalty of an amount which shall not exceed $10,000 and where the failure or breach continues, a further penalty of an amount which shall not exceed $10,000 for each day it so continues after the date the notice under subsection (4) is served; and
(b) not capable of being remedied, the following shall apply—
(i) the Commissioner may impose in respect of the failure or breach, a financial penalty of an amount which shall not exceed—
(A) $20,000 on the first occasion;
(B) $50,000 on the second occasion; and
(C) $100,000 on the third or a subsequent occasion,
on which a financial penalty is imposed on the Company;
(ii) in determining, as regards a particular failure or breach (the relevant failure or breach