To amend the constitution of The Hongkong and Shanghai Banking Corporation Limited. (Replaced 37 of 1950 Schedule. Amended L.N. 333 of 1989) [17 May 1929] (Originally 6 of 1929 (Cap 70 1950)) ______________________________________________________________________ Note: This Ordinance was amended by ss. 3 to 7 of 54 of 1997. The Hongkong and Shanghai Bank Regulations was repealed by s. 8 of 54 of 1997. S. 2 and s. 9 to 12 of 54 of 1997 are reproduced below- "2. Interpretation (1) In this Ordinance, unless the context otherwise requires- "the bank" (银行) has the same meaning as in the principal Ordinance and means the company incorporated under The Hongkong and Shanghai Bank Ordinance 1866 (5 of 1866) (as subsequently varied and replaced) and which was registered under the Companies Ordinance (Cap 32) on 6 October 1989 with the name of "The Hongkong and Shanghai Banking Corporation Limited"; "Monetary Authority" (金融管理专员) means the Monetary Authority appointed under section 5A of the Exchange Fund Ordinance (Cap 66); "the principal Ordinance" (主体条例) means The Hongkong and Shanghai Banking Corporation Limited Ordinance (Cap 70). (2) Expressions that are defined in the Companies Ordinance (Cap 32) and are used in this Ordinance shall have the meanings so defined, unless the context otherwise requires. 9. Alteration of the bank's constitution (1) The constitution of the bank is altered by substituting a memorandum and articles of association for the provisions of the principal Ordinance which govern the constitution (including the objects) of the bank (and this shall include replacement of the Regulations made pursuant to the principal Ordinance) and the memorandum and articles of association adopted by enactment of this Ordinance shall be in the respective forms thereof delivered by the bank to and accepted by the Monetary Authority prior to the date on which this Ordinance shall come into effect. (2) The memorandum and articles of association adopted by enactment of this Ordinance shall apply to the bank and shall (subject only to the continuing provisions of the principal Ordinance) be capable of alteration in the same manner as if the bank were a company formed and registered under the Companies Ordinance (Cap 32) as a company limited by shares with that memorandum of association and those articles of association. (3) (Subject only to the continuing provisions of the principal Ordinance) the bank shall be treated for all purposes as a company formed and registered under the Companies Ordinance (Cap 32) as a company limited shares. 10. Changes in the bank's authorized and issued share capital All matters relating to or affecting (among other things) the bank's share capital (including, without limitation, any increase in or reduction, alteration or reorganization of the bank's authorized or issued share capital and including, also without limitation, the issue of redeemable shares and the redemption and purchase by the bank of its own shares) shall be determined with regard to the bank's constitution and the Companies Ordinance (Cap 32) and any other Ordinance or provision of law applicable to companies formed and registered under the Companies Ordinance (Cap 32), all on the basis provided in and contemplated by section 8. 11. Registration of memorandum and articles of association On or as soon as practicable following the date on which this Ordinance shall come into effect the bank shall deliver to the Registrar of Companies a certified printed copy of the memorandum and articles of association of the bank adopted by enactment of this ordinance. 12. Miscellaneous savings Nothing in this Ordinance operates or shall operate- (a) to create a new legal entity; (b) to prejudice or affect the continuity of the bank; (c) to affect the property of the bank; (d) to affect the application of the Companies Ordinance (Cap 32) to the bank with effect from and on 6 October 1989 by virtue of the registration of the bank under that Ordinance on that date; (e) to require the bank to comply with any of the provisions of the Companies Ordinance (Cap 32) in respect of the period prior to the registration of the bank under that Ordinance on 6 October 1989 except in so far as compliance with that Ordinance shall have been required by the legislation under which the bank was originally incorporated or by which it was subsequently governed or regulated prior to that date; (f) to render defective any legal or other proceedings instituted or to be instituted by or against the bank or any other person; (g) except to the extent provided by this Ordinance or the principal Ordinance (as amended by this Ordinance), to affect any rights, powers, authorities, duties, functions, liabilities or obligations of the bank or any other person; or (h) otherwise to affect the validity or legality of anything done by the bank prior to the commencement of this Ordinance under or pursuant to the principal Ordinance (or the Regulations made pursuant thereto).". Cap 70 s 1 Short title This Ordinance may be cited as The Hongkong and Shanghai Banking Corporation Limited Ordinance. (Replaced 37 of 1950 Schedule. Amended L.N. 333 of 1989) Cap 70 s 2 Interpretation In this Ordinance, unless the context otherwise requires- "bank" (银行) means "The Hongkong and Shanghai Banking Corporation Limited" created by virtue of the provisions of the Hongkong and Shanghai Bank Ordinance 1866 (5 of 1866), and continued by this Ordinance; (Amended 33 of 1939; G.N. 840 of 1940 Supp. Schedule; 37 of 1950 Schedule; L.N. 333 of 1989) "Ordinance" (条例) or "the Ordinance" (本条例) means this Ordinance. (Amended 54 of 1997 s. 3) Cap 70 s 3 Incorporation Notwithstanding the repeal of the Hongkong and Shanghai Bank Ordinance 1866 (5 of 1866), the bank shall continue to be incorporated by the name of "The Hongkong and Shanghai Banking Corporation Limited" (subject to the bank's right and ability to change its name from time to time under and in accordance with the provisions of the Companies Ordinance (Cap 32)) and shall and may sue and be sued in all courts and shall continue to have perpetual succession: (Amended 54 of 1997 s. 4) Provided that there shall be no limit whatever to the period of incorporation. (Replaced 33 of 1939; G.N. 840 of 1940 Supp. Schedule; 37 of 1950 Schedule. Amended L.N. 333 of 1989) Cap 70 s 4 Constitution (1) Subject only to the provisions of this Ordinance, the bank is to be treated for all purposes as a company formed and registered under the Companies Ordinance (Cap 32) as a company limited by shares so that- (a) all the provisions of the Companies Ordinance (Cap 32) shall apply to the bank, its members, contributories and creditors as if it were a company so formed and registered; and (b) the members of the bank shall have such liability to contribute to the assets of the bank in the event of its being wound up as is mentioned in the Companies Ordinance (Cap 32):Provided that nothing in this Ordinance requires the bank to comply with any of the provisions of the Companies Ordinance (Cap 32) in respect of the period prior to the registration of the bank under that Ordinance on 6 October 1989 except in so far as compliance with that Ordinance shall have been required by the legislation under which the bank was originally incorporated or by which it was subsequently governed or regulated (or both) prior to that date. (2) Part IX of the Companies Ordinance (Cap 32) shall not apply to the bank. (Replaced 54 of 1997 s. 5) Cap 70 s 5 Overriding provisions (1) Notwithstanding anything contained in the Companies Ordinance (Cap 32) or the memorandum and articles of association of the bank (as the same may be altered or otherwise varied or amended at any time and from time to time in such manner as may be permitted under or in accordance with the provisions of the Companies Ordinance (Cap 32)), none of those provisions of the bank's memorandum or articles of association (as adopted by enactment of The Hongkong and Shanghai Banking Corporation Limited (Amendment) Ordinance 1997 (54 of 1997)), which are specified in the Schedule shall be capable of being altered (although they may be renumbered) other than with the prior approval in writing of the Financial Secretary and a resolution of the members of the bank substituting, repealing or altering any of those provisions has no effect unless the resolution has previously been approved in writing by the Financial Secretary. (2) References in the Schedule to numbered clauses of the bank's memorandum and articles of association are, as stated therein, to the relevant numbered clauses contained in the respective forms of memorandum and articles of association adopted by enactment of The Hongkong and Shanghai Banking Corporation Limited (Amendment) Ordinance 1997 (54 of 1997). However, subsection (1) applies to the respective provisions of such clauses irrespective of whether they may subsequently be or (as the case may be at any relevant time) have been renumbered. (Replaced 54 of 1997 s. 5) Cap 70 s 6 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 7 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 8 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 9 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 10 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 11 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 12 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 13 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 14 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 15 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 16 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 17 (Repealed) (Repealed 54 of 1997 s. 7) Cap 70 s 18 Saving Remarks: Adaptation amendments retroactively made - see 60 of 1999 s. 3 Nothing in this Ordinance 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 33 of 1939; G.N. 840 of 1940 Supp. Schedule; 60 of 1999 s. 3) Cap 70 SCHEDULE [section 5] PROVISIONS OF MEMORANDUM AND ARTICLES OF THE BANK (IN THE RESPECTIVE FORMS ADOPTED BY ENACTMENT OF THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (AMENDMENT) ORDINANCE 1997 (54 OF 1997)) WHICH ARE SUBJECT TO THE PROVISIONS OF SECTION 5 Clause 3.1(a)(xv) of the memorandum of association- "Subject to applicable Hong Kong Ordinances and Laws from time to time and for the time being in force (including the Legal Tender Notes Issue Ordinance (Chapter 65)), in Hong Kong, but not elsewhere, to issue, re-issue and circulate notes of the Company payable to bearer on demand.". Article 4 of the articles of association- "The Company shall maintain its head office in Hong Kong. The head office shall be at No. 1 Queen's Road Central in Hong Kong or at such other place in Hong Kong as the Directors shall from time to time resolve.". Article 41 of the articles of association- "No person shall without the sanction of the Board be entitled at any time to be registered as the holder of or be interested in more than one per cent of the share capital of the Company then in issue; and the Board may at any time require from any shareholder a statutory declaration or such other evidence as it may deem adequate to determine that this Article has been complied with.". (Schedule added 54 of 1997 s. 6)
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