To provide that conditionally upon The Hong Kong and China Gas Company Limited, a company incorporated in England, being authorized under the law of the United Kingdom to become a company incorporated under the Companies Ordinance (Cap 32), it may become a company so incorporated; and for purposes incidental and ancillary thereto. [12 March 1982] (Originally 16 of 1982) Cap 1022 s 1 Short title This Ordinance may be cited as The Hong Kong and China Gas Company (Transfer of Incorporation) Ordinance. Cap 1022 s 2 Interpretation (1) Subject to subsection (2), words and expressions used in this Ordinance have, unless the context otherwise requires, the same meaning as those words and expressions have in the Companies Ordinance (Cap 32). (2) In this Ordinance, unless the context otherwise requires- "certified" (经核证) means certified by any two directors of the company to be a true copy; "the company" (本公司) means the company incorporated under the Joint Stock Companies Act, 1856 (1856 c. 47 U.K.) of the United Kingdom and, subject to the Companies Act 1980 (1980 c. 22 U.K.) of the United Kingdom, named "The Hong Kong and China Gas Company Limited"; "transfer date" (转移日期) means the date of the certificate of incorporation issued pursuant to section 4(1). Cap 1022 s 3 Delivery of documents to Registrar and fee (1) At any time after the commencement of this Ordinance the company may deliver to the Registrar the documents specified by subsection (2) and, subject to the payment of the fee specified by subsection (3), the Registrar shall retain and register them. (2) The documents referred to in subsection (1) are- (a) a certified printed copy of this Ordinance; (b) a certified printed copy of the Act of the Parliament of the United Kingdom enabling the company to become a company incorporated under the Companies Ordinance (Cap 32); (c) a certified copy of a certificate issued by the Registrar of Companies of England to the effect that the company was incorporated under the Joint Stock Companies Act, 1856 (1856 c. 47 U.K.) of the United Kingdom; (d) a notice of the situation of the office in Hong Kong which will, upon the issue by the Registrar of the certificate of incorporation referred to in section 4(1), be the registered office of the company; (e) a certified printed copy of the memorandum and articles of the company in the forms in which they will take effect upon the issue by the Registrar of the certificate of incorporation referred to in section 4(1); (f) a certified copy of the latest annual return of the company to have been delivered to the Registrar of Companies of England as at the date of delivery thereof to the Registrar pursuant to subsection (1), together with copies of all documents which pursuant to the Companies Acts 1948 to 1981 of the United Kingdom were required to be delivered with such annual return; (g) a return of the directors of the company as at the date of delivery thereof to the Registrar, which return shall be in the form prescribed in relation to section 158 of the Companies Ordinance (Cap 32) and shall contain the particulars specified in such section; and (h) in relation to each charge, if any, (being a charge falling within any of the descriptions contained in paragraphs (a) to (i) of section 80(2) of the Companies Ordinance (Cap 32)) created by the company and in respect of which the debt for which it was given has not been paid or satisfied, the particulars prescribed in relation to section 80 of the Companies Ordinance (Cap 32) and a certified copy of both the instrument, if any, by which such charge was created or evidence and the entry in respect of such charge in the register of charges kept by the Registrar of Companies of England, provided that if no such charge, instrument or (as the case may be) entry shall exist there shall instead be delivered to the Registrar a statutory declaration by any two directors of the company to the effect that no such charge, instrument or (as the case may be) entry exists.(3) A fee of $1140000 shall be payable by the company to the Registrar and the company shall be exempt from any other fees under the Companies Ordinance (Cap 32) in respect of its deemed incorporation thereunder, the authorized share capital of the company specified in the form of memorandum set out in the Schedule or the capitalization at any time of any amount standing, on the transfer date, to the credit of the company's share premium account. Cap 1022 s 4 Deemed incorporation under Companies Ordinance (Cap 32) (1) On the registration of the documents specified in section 3(2) and the payment of the fee specified in section 3(3), the Registrar shall enter in the register of companies formed and registered under the Companies Ordinance (Cap 32) the name of the company as "The Hong Kong and China Gas Company Limited" and shall issue, under his hand, a certificate of incorporation in respect of the company altered to reflect the change in the name of the company (if any) and the transfer of registration from England of the company, which certificate of incorporation shall state that the company is limited. (2) With effect on and from the transfer date- (a) the company shall be deemed to be a company duly incorporated under the Companies Ordinance (Cap 32) which shall, subject to this Ordinance, extend and apply to the company as such a company, and persons and matters associated therewith, and the company shall be capable forthwith of exercising all the functions of a company incorporated under the Companies Ordinance (Cap 32) and having perpetual succession and a common seal but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in the Companies Ordinance (Cap 32); and (b) Part XI of the Companies Ordinance (Cap 32) shall cease to apply to the company and the Registrar shall retain such of the documents relating to the company and registered pursuant to that Part and Part XII of the Companies Ordinance (Cap 32) as he thinks fit.(3) Nothing in this Ordinance shall operate- (a) to create a new legal entity; (b) to prejudice or affect the continuity of the company; (c) to affect the property of the company; (d) to render defective any legal or other proceedings instituted or to be instituted by or against the company or any other person; or (e) except to the extent provided by this Ordinance, to affect any rights, powers, authorities, duties, functions, liabilities or obligations of the company or any other person.(4) A certificate of incorporation issued by the Registrar pursuant to subsection (1) shall be conclusive evidence that all requirements of this Ordinance in respect of registration and of matters precedent and incidental thereto have been complied with and that the company is, on and from the date specified in the certificate, duly registered under the Companies Ordinance (Cap 32) and this Ordinance. Cap 1022 s 5 Application of Companies Ordinance to the company (1) Sections 22(2), 43(1) and 112 of the Companies Ordinance (Cap 32) shall not apply to the company. (2) For the avoidance of doubt and notwithstanding anything in the Companies Ordinance (Cap 32) or in the memorandum and articles of the company- (a) the first profit and loss account and balance sheet that the company shall be required by section 122 of the Companies Ordinance (Cap 32) to lay before the company in general meeting shall be a profit and loss account for, and a balance sheet as at the last day of, the financial year of the company within which the transfer date falls; (b) the first general meeting that the company shall be required by section III of the Companies Ordinance (Cap 32) to hold shall be held not later than 9 months after the last day of the financial year referred to in paragraph (a) above; and (c) the first returns that the company shall be required by sections 107 and 109 of the Companies Ordinance (Cap 32) to make shall be made as at the date of the general meeting of the company referred to in paragraph (b) above (or, if earlier, the date of the first general meeting of the company held after the transfer date) and forwarded to the Registrar within 28 days after the date of such meeting.(3) Section 80(1) of the Companies Ordinance (Cap 32) shall take effect in relation to the company as if the reference therein to "the fixed date" were a reference to the transfer date. (4) If the name of the company is changed pursuant to the requirements of the Companies Act 1980 (1980 c. 22 U.K.) of the United Kingdom before the transfer date, then until- (a) the transfer date, or (b) the first anniversary of the date of the change of name,whichever is the earlier, any provision of the Companies Ordinance (Cap 32) or any other Ordinance requiring or authorizing the name of the company to be shown on any document or other object or at any place where the company carries on business shall apply as if any reference in that provision to the name of the company were a reference to a name which either is its name or was its name before such change of name. Cap 1022 s 6 Share capital and memorandum With effect on and from the transfer date- (a) the currency of the share capital of the company shall be converted from pounds sterling to dollars; (b) each issued and unissued share of 33 1/3 pence in the capital of the company shall be converted into a share of $5; (c) each issued share of the company shall be deemed to have been fully paid by capitalizing such part of the amount standing to the credit of the share premium account of the company as equals the difference between the aggregate nominal value of all the issued shares of the company and the amount treated by the company for accounting purposes as having been paid up on such shares immediately before the transfer date; (d) each certificate then in issue representing shares of 33 1/3 pence in the capital of the company shall be deemed to represent an equal number of shares of $5 in the capital of the company; and (e) the memorandum of the company shall be in the form set out in the Schedule. Cap 1022 s 7 Saving Remarks: Adaptation amendments retroactively made - see 61 of 2000 s. 3 Nothing in this Ordinance contained shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or under them. (Amended 61 of 2000 s. 3) Cap 1022 SCHEDULE Remarks: Adaptation amendments retroactively made - see 61 of 2000 s. 3 [sections 3 & 6] MEMORANDUM OF ASSOCIATION OF THE HONG KONG AND CHINA GAS COMPANY LIMITED (香港中华煤气有限公司) 1. The name of the Company is "The Hong Kong and China Gas Company Limited (香港中华煤气有限公司) ". 2. The registered office of the Company will be situate in Hong Kong. 3. The objects for which the Company is established are- (A) To make, manufacture, purchase, supply and sell gas in Hong Kong and in China, and to carry on the business of a gas company in all its branches and departments in such places or any part of them, and to make, manufacture, supply and sell materials and by-products which may result from the manufacture of gas. (B) To erect and construct gasworks, gasholders, plant, machinery and apparatus, and to lay all necessary mains and services, and other pipes in the places aforesaid, or any of them, or any parts thereof. (C) To manage, demise and let, or agree to demise and let, to accept surrenders of, to mortgage, sell and absolutely dispose of, to surrender to the Government, to grant rights of way over or otherwise to deal with, all or any part or parts of the Company's land and hereditaments, messuages and tenements, or any estate or interest therein respectively. (Amended 61 of 2000 s. 3) (D) To acquire and assume for any estate or interest and to take options over, any property, real or personal, and rights of any kind and the whole or any part of the undertaking, assets and liabilities of any person. (E) To manufacture, process, import, export, deal in and store any goods and other things and to carry on the business of manufacturers, processors, importers, exporters, and storers of and dealers in any goods and other things. (F) To acquire and exploit lands, mines and mineral rights and to acquire, explore for and exploit any natural resources and to carry on any business involving the ownership or possession of land or other immovable property or buildings or structures thereon and to construct, erect, install, pull down, rebuild, enlarge, alter and maintain buildings, plant and machinery and to carry on business as builders, contractors and engineers. (G) To provide services of all descriptions and to carry on business as advisers, consultants, brokers and agents of any kind. (H) To invest money of the Company in any investments and to hold, sell or otherwise deal with such investments. (I) To acquire and carry on any business carried on by a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company. (J) To render advisory, investigatory, supervisory, managerial, technical, cultural, artistic, entertainment, educational, business, investment, consultancy and other facilities or services of every kind and description and to carry on any business involving any such provision. (K) To hold in trust as trustees or nominees of any person, company, corporation, or any charitable or other institution in any part of the world and whether incorporated or not and to manage, deal with and turn to account, any real and personal property of any kind, and in particular, shares, personal property, stocks, debentures, debenture stock, notes, securities, options, policies, book debts, claims and choses-in-action, lands, buildings, hereditaments, business concerns and undertakings, mortgages, charges, annuities, patents, licences, and any interest in any real or personal property, and any claims against such property or against any person, firm or corporation. (L) To lend money and grant or provide credit and financial accommodation to any person. (M) To enter into any arrangements with any government or authority or person and to obtain from any such government or authority or person any legislation, orders, rights, privileges, franchises and concessions and to carry out, exercise and comply with the same. (N) To borrow and raise money and accept money on deposit (but not carry on the business of banking as defined under the Banking Ordinance) and to secure or discharge any debt or obligation in any manner and in particular (without prejudice to the generality of the foregoing) by mortgages of or charges upon all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by the creation and issue of securities. (O) To enter into any guarantee, contract of indemnity or suretyship (other than fire, life and marine insurance) and in particular (without prejudice to the generality of the foregoing) to guarantee, support or secure, with or without consideration, whether by personal obligation or mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company or by both such methods or in any other manner, the performance of any obligations or commitments of, and the repayment or payment of the principal amounts of and any premiums, interest, dividends and other moneys payable on or in respect of any securities or liabilities of, any person, including (without prejudice to the generality of the foregoing) any company which is for the time being a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with the Company. (P) To amalgamate or enter into partnership or any profit-sharing arrangement with, and to co-operate or participate in any way with, and assist or subsidise any person. (Q) To accept, draw, make, create, issue, execute, discount, endorse, negotiate and deal in bills of exchange, promissory notes, and other instruments and securities, whether negotiable or otherwise, including prescribed instruments within the meaning of section 137B of the Banking Ordinance (Cap 155). (Amended 94 of 1993 s. 45) (R) To apply for and take out, purchase or otherwise acquire any trade and service marks and names, designs, patents, patent rights, inventions and secret processes and to carry on the business of an inventor, designer or research organization. (S) To sell, exchange, mortgage, charge, let on rent, share of profit, royalty or otherwise, grant licences, easements, options, servitudes and other rights over, and in any other manner deal with, or dispose of, all or any part of the undertaking, property and assets (present and future) of the Company for any consideration and in particular (without prejudice to the generality of the foregoing) for any securities. (T) To issue and allot securities of the Company for cash or in payment or part payment for any real or personal property purchased or otherwise acquired by the Company or any services rendered to the Company or as security for any obligation or amount (even if less than the nominal amount of such securities) or for any other purpose. (U) To give any remuneration or other compensation or reward for services rendered or to be rendered in placing or procuring subscriptions of, or otherwise assisting in the issue of, any securities of the Company or in or about the transfer of registration of the Company or the conduct or course of its business, and to establish or promote, or concur or participate in establishing or promoting, any company, fund or trust and to subscribe for, underwrite, purchase or otherwise acquire securities of any company, fund or trust and to carry on the business of company, fund, trust or business promoters or managers and of underwriters or dealers in securities and to act as director of and as secretary, manager, registrar or transfer agent for any other company and to act as trustees of any kind and to undertake and execute any trust. (V) To pay all the costs, charges and expenses preliminary and incidental to the transfer of the registration of the Company to, and the incorporation of the Company in, Hong Kong and to procure the registration or incorporation of the Company in or under the laws of any place outside Hong Kong. (W) To grant pensions, annuities or other allowances, including allowances on death, to any directors, officers or employees or former directors, officers or employees of the Company or any company which at any time is or was a subsidiary or a holding company of the Company or another subsidiary of a holding company of the Company or otherwise associated with the Company or of any predecessor in business of any of them, and to the relations, connections or dependants of any such persons, and to other persons whose service or services have directly or indirectly been of benefit to the Company or who the Company considers have any moral claim on the Company or to their relations, connections or dependants, and to establish or support any associations, institutions, clubs, schools, building and housing schemes, funds and trusts, and to make payments towards insurances or other arrangements likely to benefit any such persons or otherwise advance the interests of the Company or of its Members, and to subscribe, guarantee or pay money for any purpose likely, directly or indirectly, to further the interests of the Company or of its Members or for any national, charitable, benevolent, educational, social, public, general or useful object. (X) To cease carrying on or wind up any business or activity of the Company, and to cancel any registration of and to wind up or procure the dissolution of the Company in any state or territory. (Y) To distribute any of the property of the Company among its creditors and Members in specie or kind. (Z) To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.(AA) To carry on any other business or activity and do anything of any nature which in the opinion of the Company is or may be capable of being conveniently carried on or done in connection with the above, or likely directly or indirectly to enhance the value of or render more profitable all or any part of the Company's undertaking, properly or assets or otherwise to advance the interests of the Company or of its Members. (BB) To do all such other things as in the opinion of the Company are or may be incidental or conducive to the attainment of the above objects or any of them.And it is hereby declared that "company" (公司) in this clause, except where used in reference to the Company, shall include any partnership or other body of persons, whether incorporated or not incorporated, and whether formed, incorporated, domiciled or resident in Hong Kong or elsewhere, "person" (人、人士) shall include any company as well as any other legal or natural person, "securities" (证券) shall include any fully, partly or nil paid share, stock, unit, debenture, debenture or loan stock, deposit receipt, bill, note, warrant, coupon, right to subscribe or convert, or similar right or obligation, "and" (和、及、以及、并) and "or" (或) shall mean "and/or" (和、及以、及、并/或) where the context so permits, "other" (其他) and "otherwise" (其他方式、其他方面、其他身分、其他人) shall not be construed ejusdem generis where a wider, construction is possible, and the objects specified in the different paragraphs of this clause shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate, distinct and independent company. 4. The liability of the Members of the Company is limited. 5. The share capital of the Company is $225000000 divided into 45000000 shares of $5 each and the Company shall have the power to divide the original or any increased capital into several classes, and to attach thereto any preferential, deferred, qualified or other special rights, privileges, restrictions or conditions.
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