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In May 2018, Excellent Bank agreed to extend a credit line to Alert Limited, a private limited company, for HK$5 million secured by a fixed

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In May 2018, Excellent Bank agreed to extend a credit line to Alert Limited, a private limited company, for HK\$5 million secured by a fixed charge over the company's entire book debts and current assets. The debenture agreement stated that: 'Alert Limited hereby charges all its book debts to the Bank and will hold all the proceeds of book debts on behalf of the Bank in account number 911888 and will not withdraw money from the account without first notifying the Bank in writing. Further, Alert Limited will not create any additional security over any of its book debts and current assets which are the subject of this charge, in favour of any other creditor without the prior written consent of the Bank'. This arrangement later proved to be impractical as cash flowed in and out of the account every day and the Bank did not insist on receiving notification of every day withdrawals. In December 2019, Alert Limited needed additional funds and created a fixed charge over its office building in favour of Prudent Bank for HK$2 million. Both the charges in favour of Excellent Bank and Prudent Bank respectively were duly registered. In March 2022, Victory Limited, a trade creditor of Alert Limited, issued a winding up petition against Alert Limited in the High Court and a provisional liquidator was appointed by the Court in May 2022. Victory Limited claims that iron rods supplied to Alert Limited or part of the proceeds of sale of completed products remain its property, on the basis of the following clause in the sale of goods contract: 'All components supplied remain the property of Victory Limited until payment has been received. Victory Limited reserves the right to receive an appropriate proportion of the value of any finished product or the proceeds of sale if the iron rods delivered have not been paid for by Alert Limited'. (a) Advise the provisional liquidator as to the nature and validity of the charges in favour of Excellent Bank and Prudent Bank and their respective priority. (15 marks) (b) Can Victory Limited claim ownership of the iron rods or part of the proceeds of sale from the liquidator, irrespective of the charges granted by Alert Limited? (10 marks) (Total 25 marks) Cite relevant case laws and statutory provisions to support your

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