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John Lam, a retired senior partner of a criminal law firm, has recently been appointed as a Non-Executive Directorof Wonderful Test (Hong Kong) Limited (Wonderful),

John Lam, a retired senior partner of a criminal law firm, has recently been appointed as a Non-Executive Directorof Wonderful Test (Hong Kong) Limited ("Wonderful"), a company founded by June Wang, who is the daughter of John's secret girlfriend, Jenny.

June is a darling of the Bio-Tech Industry in Mainland China. This is because she claimed to have developed new testing methods on blood test that could use surprisingly small volumes of blood, such as from a fingerprick, and also claimed that these tests could be performed very rapidly using small automated devices the company had developed.

Due to her charming personality and excellent academic qualifications, she was able to raise new money from investors in Mainland China.

Six months ago, June incorporated Wonderful in Hong Kong, a private company limited by shares, with a view to raising new money from investors in Hong Kong.

Since joining the board of directors of Wonderful three months ago, John has been extremely busy in preparing for the defence of a civil claim against him in relation to a criminal case when he was the defending solicitor.

As a result, John could not attend any of the board meetings of Wonderful. During these meetings, the board of directors approved the business strategies relating to fund raising in Hong Kong and the decision to build a new laboratory in Tai Po Industrial Centre.

John, as a criminal lawyer, has not been able to understand the information provided to him by June about the technologies and the venue model. In any event, he is not interested to learn any new things at this stage of his career. He reluctantly joined the board at the insistence of Jenny, his secret girlfriend.

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John is also a Director of Cyberport Limited, a Not-For-Profit Organisation, founded by the Hong Kong Government to provide financial support to young technology companies who can demonstrate to the satisfaction of the board of directors of Cyberport Limited that they are able to provide innovative technology solutions and have a convincing revenue model.

One month ago, John attended a board meeting at the Cyberport, when he was asked to consider an application by Wonderful for a loan of HK$1,000,000.00 in order to finance the building of a new laboratory. John, together with other members of the board approved the proposal.

Two weeks ago, John saw his old friend, James who knew that John is a Non-Executive Director ofWonderful, and he wished to invest his family's money into Wonderful in the sum of HK$10,000,000.00. After his meeting with James John consulted May, a technology expert.

May suggested that John should recommend James to Alibaba Health Care Limited, a more promisingtechnology company. As a result of John's introduction, James invested a sum of

HK$10, 000, 000 into Alibaba Health Care Limited. John received an introduction fee of

HK$100, 000 from Alibaba Heath Care Limited as a reward for his assistance in securing the investment by James.

Yesterday June was arrested by the Hong Kong Police for the offences of conspiracy to defraud investors by using fraudulent information to induce investors to invest in her company.

Advise John as to his possible liabilities as a director of Wonderful Test (Hong Kong) Limited under the company law in Hong Kong.

You are required to support your arguments with any relevant case law and provisions of the Companies Ordinance.

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