### Occupational Retirement Schemes Ordinance 《職業退休計劃條例》

52. Vesting of assets of scheme in liquidator
(1) Where the court makes an order as regards a scheme under section 48(2), all the assets of the scheme shall vest thereupon in the liquidator who shall take such assets into his custody.
(2) The court may, upon or at any time after making the order under section 48(2), require any authorized insurer, trustee, banker, agent, the relevant employer of the scheme or any other person to pay, deliver, convey, surrender or transfer within such time as the court may direct to the liquidator any money, property, books or records to which the liquidator is entitled by virtue of subsection (1).
(3) On the appointment of a liquidator, all the powers of the administrator of the relevant scheme acting in his capacity as such shall cease.
(Amended 9 of 2020 s. 35)

53. Effect of winding-up order
(1) Where the court makes an order under section 48(2) as regards a scheme whose registration was cancelled by the Registrar, the winding up of the scheme shall be deemed to have commenced on the date of the notice published under section 43(1)(a) as regards the scheme. (Amended 9 of 2020 s. 36)
(2) Any benefit which but for this subsection would become payable to a member of the scheme under the scheme on or after the commencement of the winding up shall not be payable and any such benefit which has been paid to a member shall be recoverable by the liquidator as a civil debt due to the beneficiaries under the scheme.

54. Avoidance of preference in certain cases
Every—
(a) transfer of asset of a scheme; and (Amended 9 of 2020 s. 37)
(b) encumbrance created over such asset,
in favour of any creditor with a view to giving such creditor (or any surety or guarantor for the debt due to such creditor) a preference over the other creditors shall, if the winding up of the scheme by virtue of a winding-up order made under section 48(2) as regards the scheme commences within 6 months after the date of such transfer or creation, be deemed fraudulent and void as against the liquidator appointed as regards the scheme.

55. Saving of bona fide transactions, etc.
Nothing in sections 52, 53 and 54 shall invalidate—
(a) any payment of benefit to a member of a scheme under the scheme before the commencement of the winding up of the scheme; or (Amended 9 of 2020 s. 38)
(b) any bona fide contract, dealing or transaction made over any asset of the scheme for valuable consideration.

### Occupational Retirement Schemes Ordinance 《職業退休計劃條例》

56. Distribution of assets
(1) Subject to subsections (2), (3) and (4), the assets of a scheme subject to a winding-up order made under section 48(2) are on its winding up to be applied by the liquidator in satisfaction of its liabilities as at the date on which the winding up commenced pari passu. (Amended 9 of 2020 s. 39)
(2) The assets remaining after payment of the actual expenses incurred in realizing any of the assets of the scheme shall be applied in satisfaction of the following liabilities, which shall be satisfied in the following order of priority—
(a) the remuneration of and expenses incurred by the liquidator;
(b) liabilities to general creditors;
(c) (unless the terms of the scheme otherwise provide) vested liabilities to the beneficiaries of the scheme as at the date on which the relevant winding-up order is made; and
(d) (unless the terms of the scheme otherwise provide) such part of the past service liabilities to the beneficiaries of the scheme (if any) which exceeds the vested liabilities thereto as at the date on which the relevant winding-up order is made.
(3) The surplus (if any) remaining after satisfaction of all liabilities mentioned in subsection (2) shall be paid to the person who was the relevant employer of the scheme immediately before the registration of the scheme was cancelled, unless the terms of the scheme otherwise provide. (Amended 9 of 2020 s. 39)
(4) Where the assets of the scheme are not sufficient to meet its liabilities, the court may, notwithstanding any term of the scheme, direct that—
(a) those liabilities which are of a class or description specified by the court shall be discharged before any other liability of the scheme is wholly or partly discharged; or
(b) as between them the discharge of those which are of specified classes or descriptions shall be preferred in an order also specified by the court.

### Occupational Retirement Schemes Ordinance 《職業退休計劃條例》

57. The court’s power after winding up
(1) Where the court makes an order as regards a scheme under section 48(2), the liquidator appointed as regards the scheme may make an application to the court on behalf of any beneficiary of the scheme.
(2) In an application made under subsection (1) as regards a scheme, the liquidator may name the relevant employer or administrator of the scheme or any person who is concerned with the operation and management of the scheme to be the respondent in the application.
(3) On an application made under subsection (1) on behalf of a beneficiary of a scheme, the court may— (Amended 9 of 2020 s. 40)
(a) determine a sum which in its opinion equals the shortfall (if any) between the beneficiary’s vested benefits under the scheme as at the date of the commencement of the winding up of the scheme and the amount received by him under section 56(2); and
(b) if it is satisfied that the shortfall referred to in paragraph (a) is caused by any act or omission of any respondent in the application, give judgment against the respondent for an amount equal to the sum determined under paragraph (a).
(Amended 9 of 2020 s. 40)

58. Court may give directions
The court may upon application by a liquidator give such directions as it thinks fit in relation to any matter arising under the winding up.

59. Exercise of the powers of the court
Unless otherwise ordered by the court in a particular case, the powers of the court under this Part shall be exercisable by—
(a) the Registrar of the High Court;
(aa) any Senior Deputy Registrar of the High Court; (Added 10 of 2005 s. 183)
(b) any Deputy Registrar of the High Court; or (Amended 10 of 2005 s. 183)
(c) any Assistant Registrar of the High Court appointed by the Registrar of the High Court for the purposes of this section.
(Amended 25 of 1998 s. 2)

60. Offences relating to winding up
Any person who—
(a) without reasonable excuse fails to comply with a direction given under section 52(2); or
(b) provides any information or makes any representation which is false in a material particular and which—
(i) he knows to be false in such particular; or
(ii) he has no reasonable ground to believe to be true in such particular,
to a liquidator,
commits an offence and shall be liable on summary conviction to a fine at level 4 and to imprisonment for 6 months.
(Amended E.R. 5 of 2021)