Description
THE HONGKONG AND SHANGHAI BANK REGULATIONS
ARRANGEMENT OF REGULATIONS
Regulation Page
1. Citation and construction of regulations A 8
2. Agreement by shareholders to abide by Ordinance and regulations A 8
3. Objects of the bank .................A 8
4. Conduct of banks business ...........A 13
5. Bank not to purchase or advance on its own shares A 13
Places of business
6.......................................Head office to be in Hong Kong A 13
7....................................Situation of head office - A 13
8.......................................Provision of houses and offices in suitable places A 14
Increase of capital
9. Power to increase capital; issue of new shares; rights or restrictions; status of
new shares; commissions ...........A 14
Shares-miscellaneous provisions
10.......................................Shares: numbering and indivisibility; trusts; registration A 15
Certificates for shares
11.......................................Form of certificates of title to shares A15
12. Certificates of title to shares to be under seal, and signing thereof A 16
13. Shareholder's right to certificate ....- A 16
14. Every certificate to specify number and denoting numbers of shares; fee and
stamp duty ................................A 16
15. To which of joint holders certificate to be issued A 16
16. Renewal of worn out, damaged, lost or destroyed certificate - A 17
17. New certificate where share forfeited .A 17
18. Fee for new certificate ...............A 17
19. No shareholder to hold more than 1 % of capital A 17
Shareholder's address
20-21. (Repealed) .........................A 17
Shareholder's change of name or marriage
22. Notice to be given of change of name or marriage A18
Regulation Page
Calls
23.......................................When call deemed due A 18
24.......................................Liability of joint holders A 18
25.......................................Notice of call A 18
26.......................................Mode of giving notice of call A 18
27.......................................No other notice of call necessary A 18
28.......................................Extension of time for paying calls A 18
29......................Premium and instalment deemed to be 'call ................................................... A 19
30.......................................Interest on unpaid calls A 19
31.......................................Evidence in action for call A 19
Registers of shareholders-registers as evidence
32. Particulars to be entered in registers; closures; limitations on transfers between
registers ............................A 19
33......................................Register as evidence A 20
Forfeiture and lien
34......................................Shares liable to forfeiture in certain events A 21
35......................................Arrears payable notwithstanding forfeiture A 21
36......................................Procedure for enforcing forfeiture and effect thereof A 21
37......................................Notice and entry of forfeiture A 22
38......................................Board may accept composition for call A 22
39......................................Forfeited shares to become property of bank A 22
40......................................Power to annul forfeiture A 22
41......................................Forfeiture of share to extinguish claims on the bank A 22
42......................................Bank's lien on shares A 23
43......................................Enforcing lien by sale A 23
44......................................Application of proceeds of sale A 23
45......................................Sales after forfeiture or under lien; rights and liabilities of purchasers A 23
Transfer and transmission of shares
46......................................Register of transfers A 24
47......................................Periods during which registers may be closed A 24
48......................................Power to decline to register transfer A 24
Regulation Page
49.......................................Transfer not permitted of share on which calls have been made A 25
50.......................................Transmission of registered shares; survivorship in joint holder A 25
51.......................................Transmission clause; evidence of title A 25
52.......................................Delegation of board's authority to deal with transfers on local registers A 25
53.......................................Transfers: method, procedure and fees A 26
54.......................................Transferee to become shareholder on registration of transfer A 26
55.......................................Surrender of old and issue of new certificate A 26
56.......................................Bank to retain transfers A 27
Proceedings at general meetings
57......................................Holding of annual general meetings A 27
58......................................Distinction between annual and extraordinary general meetings A 27
59......................................Convening of extraordinary general meeting A 27
60......................................(Repealed) A 28
61......................................Definition of 'special' resolution A 28
62......................................Notice of meeting A 28
63......................................General business at general meeting; special business A 29
64......................................Quorum A 29
65......................................Chairman of meeting A 29
66. When, if quorum not present, meeting to be dissolved and when to be
adjourned ............................A 29
67......................................Power of chairman to adjourn meeting; business at adjourned meeting A 30
68......................................How questions to be decided at meeting A 30
69......................................Demand for a poll A 30
70....Poll
..........................................................................................................
.. A 31
71......................................In what cases poll taken without adjournment A 31
72......................................Other business may proceed notwithstanding demand for poll A 31
Votes of shareholders
73......................................Number of votes of shareholders A 31
74......................................Joint holders A32
75...........................Votes on a poll ...............................
A32
76......................................Deposit of proxy and its duration A 32
77......................................Execution of instrument of proxy A 32
Regulation Page
78. Form of proxy .......................A 32
79. Retention of proxies ................A33
79A. Corporations acting by representatives at meetings A33
80. Appointment and powers of attorney ..A 33
81. Restriction on voting ...............A 33
91A. Suspension of voting rights where non-disclosure of interests A 33
82. When vote by proxy or attorney valid though authority revoked or share
transferred .............................A 34
Minutes of general meetings
83. Validity; presumptions as to regularity of proceedings; status of resolutions
etc. recorded in minutes; inspection by shareholders A35
The board of directors
84.......................................Number of directors A 36
85.......................................Board may fill vacancies A 36
86.......................................(Repealed) A 36
87.......................................Directors may act notwithstanding vacancy A 36
88.......................................Remuneration of directors A 37
89.......................................When office of director is vacated A 37
90.......................................Directors' contracts with bank-notice of interest and restrictions on voting A38
Rotation of directors
91.......................................Retirement of directors by rotation A 39
92.......................................Which directors to retire A 39
93.......................................General meeting may fill vacancies A 39
94. Retiring director to remain in office till end of meeting at which successor
elected and to be eligible for re-election A 39
95. Power of general meeting to increase or reduce number of directors or to alter
their qualification or remuneration or rotation A 40
96.......................................Power to remove director by special resolution A40
97.......................................When candidate for office of director must give notice A 40
Proceedings of the board
98.......................................Board meetings; resolutions in writing; meetings by telephone A 40
99.......................................Quorum of directors A 41
100......................................Director interested to be counted in a quorum A41
101......................................How questions to be decided A41
Regulation Page
102......................................Chairman and deputy chairman A 41
103......................................Who to preside at meetings of board A41
104......................................Powers of quorum A42
105......................................Delegation of powers by board A 42
106......................................Proceedings of committee A 42
107. Acts of directors or committee valid notwithstanding defective appointment A42
Powers of the board
108......................................Board to have general control of business A43
109......................................Powers exercisable by board: general and specific A43
Board minute book
110......................................Entries in minute book A 47
111. Record of board meeting unimpeachable except for irregularity appearing on
record ...............................A47
112......................................Entries in minute book prima facie evidence A47
113......................................Record of board meeting binding on shareholders A48
114......................................Unrescinded order or resolution to be binding A 48
Executive directors, chairman and secretary
115......................................Executive directors A48
116......................................Chairman A48
117......................................Secretary A49
Local management
118. Management of business outside Hong Kong; local committee; delegation of
powers; regulation 89; powers of attorney and delegation by attorneys A 49
The common seal
119......................................(Repealed) A 50
120......................................Custody, attestation and change A 50
The official seal
121......................................Official and securities seals A51
Capitalization of undivided profits
122. Method of Distribution
.................................................................................... A 51
Regulation Page
Dividends
123......................................Disposition of profits A 52
124. Declaration of dividends; employees' bonuses; proportionate and interim
dividends .............................A 52
125......................................Capital paid in advance A53
126......................................Dividends to be paid out of profits; special power of board A53
127......................................Restriction on amount of dividends A 53
128......................................Dividend not to carry interest A 53
129......................................Debts may be deducted A53
130......................................Effect of transfer A 53
131......................................Retention of dividend in certain cases A 54
132......................................Currency and rate of exchange of dividends A 54
132A.....................................Scrip dividends A 54
133......................................Payments to joint holders A57
134......................................Payment by post A 58
135......................................Unclaimed dividends A 58
Accounts
136......................................Accounts to be kept A58
137......................................Balance sheets to be prepared every year A58
138. Profit and loss account, balance sheet and auditors' report to be sent to
shareholders twenty-one days before meeting A 58
139......................................Profit and loss account and balance sheet may be inspected by shareholders
before meeting .......................A 59
140......................................Copy of report and balance sheet to be sent to Governor A 59
141......................................Profit and loss account and auditors' report to be laid before annual general
meeting ..............................A 59
142......................................Annual report and balance sheet A 59
Audit
143......................................Accounts to be audited yearly A 60
144......................................Appointment and remuneration of auditors A 60
145......................................Powers and duties of auditors A61
146......................................Auditor need not be shareholder A 61
147......................................Director not to be auditor A 61
148......................................Resignation or removal of auditor A 61
149......................................When accounts to be deemed finally settled A 61
Regulation Page
Yearly statements
150......................................Publication of yearly statements A 62
151......................................Furnishing of returns to the Governor . A 62
Notice
152......................................Notices to shareholders A 62
153......................................Notices by shareholders to bank A 63
154......................................Transferee bound by notice A 63
155......................................How notice to be signed A 63
156......................................How time to be counted A 63
Shareholders not entitled to certain information
157......................................Shareholder not to be entitled to certain confidential information A 63
Indemnity-individual responsibility
158......................................Indemnity of directors, officers etc. and individual responsibility A 63
Arbitration
159......................................Arbitrators between the bank and shareholder or successors A 64
Dissolution
160......................................Dissolution on loss of half of paid-up capital A65
161......................................Dissolution on adverse joint report of board and auditors A 65
162......................................Board to have conduct of dissolution A 65
163. Power of board to make calls, execute necessary documents and distribute
surplus assets ...................- A65
Jurisdiction
164......................................Orders etc. of Supreme Court to bind shareholders A 66
Authentication of document or proceeding
165.........................Authentication of document or proceeding ..................................... A 66
Copy of Ordinance and regulations
166....................................Copy of Ordinance and regulations - A 66
Appendix 1 ...............................A 67
Appendix 2 ...............................A 67
Appendix.......3............................................................
.................................................................................... A68
THE HONGKONG AND SHANGHAI BANK
REGULATIONS
(Cap. 70, section 4)
[17 May 1929]
6 of 1929, Schedule---8 of 1946,37 of 1950, G.N.A 74 of 1957, G.N.A 86 of 1960, G.N.A 40 of
1961, L.N. 43 of 1964, G.N. 760 of 1965, L.N. 61 of 1969, L.N. 127 of 1973, L.N. 86 of
1974, L.N. 97 of 1977, L.N. 113 of 1979, L.N. 106 of 1980, L.N. 135 of 1981, L.N. 157 of
1987, R. Ed. 1987, L.N. 333 of 1989, L.N. 334 of 1989
1. Citation and construction of regulations
The following which may be cited as The Hongkong and Shanghai Bank
Regulations shall be the regulations of the bank, and they shall be construed by the
law in force for the time being in Hong Kong. References in the regulations to the
'Companies Ordinance' shall mean the Companies Ordinance (Chapter 32 of the
laws of Hong Kong) and any amendments thereto or re-enactment thereof for the
time being in force.
(L.N. 334 of 1989)
2. Agreement by shareholders to abide
by Ordinance and regulations
Every shareholder, his heirs, executors, administrators or assigns or successors
shall perform the several engagements on the part of the shareholders which are
expressed in the Ordinance and in the regulations, and shall in all other respects
perform and abide by the provisions of the Ordinance and the regulations.
3. Objects of the bank
The objects of the bank are~
(a)the carrying on the business of banking in all its branches and
departments and of financial agents, including the issue of notes; the
borrowing, raising or taking up of money; the lending or advancing,
with or without security, of money, securities and property, and also
with or without security the granting or contracting for open general
credits; and also the receiving of money on deposit or current
account at interest or otherwise; the making, drawing, accepting,
indorsing, issuing, discounting, buying, selling, exchanging,
remitting and otherwise dealing with
bills of exchange, promissory notes, coupons, comprador orders,
native bank orders, drafts, bills of lading, warrants, bonds,
debentures, certificates, scrip and other instruments and securities
whether transferable or negotiable or not; the granting and issuing of
letters of credit and circular notes; the buying, selling and dealing in
bullion, specie and coins; the negotiating of loans and advances; the
collecting and transmitting of money and securities; the managing of
property; and the transacting of all kinds of agency business
commonly transacted by bankers;
(b)to take, accept, enforce, release, realize or deal with any security now
held or which may hereafter be held by the bank for any moneys
owing or to become owing to the bank, or for any liabilities incurred
or to be incurred towards or by the bank by way of mortgage, pledge,
hypothecation, deposit or otherwise howsoever of every kind of
property or rights;
(c)to carry on the business of a savings bank in all branches of such
business;
(d)to acquire by purchase or otherwise, or otherwise to participate in,
deal in and turn to account, the business of any mercantile, trading or
banking concern or any other business of whatsoever nature and any
part of the real and personal property belonging to any such concern
in connection with the business operations carried on by such
concern;
(e)to establish, carry on, undertake, finance or otherwise deal with and
turn to account any business, undertaking, transaction or operation
commonly carried on or undertaken by bankers, discounters, bill
brokers, bullion brokers or exchange brokers;
to hold, improve, undertake, realize and deal with as may seem
expedient any business or property which the bank may become
entitled to by foreclosure or otherwise, and for the purpose of better
realizing or dealing with any security to purchase the equity of
redemption of or any share or other interest of whatsoever nature in
any property upon or in connection with which the bank has or may
have any charge or lien;
(g)to issue on commission, underwrite or otherwise subscribe
conditionally or unconditionally for, take, acquire, hold, sell,
exchange and otherwise deal in shares, stocks, funds, debentures,
debenture stock, bonds, mortgages, obligations, options, option
certificates, Treasury bills, or securities of any government, state,
principality, authority, or body, whether supreme, provincial,
municipal, local or otherwise, or of any corporation, company,
association, syndicate, firm or person; and to give any guarantee for
the payment of money or the performance of any obligation
or undertaking in relation to mortgages, contracts, and
agreements of every nature, loans, investments, and securities or
otherwise, or for any other purpose, and whether made or
effected or acquired through the bank's agency or otherwise;
(h)to finance and assist railways, tramways or other commercial
undertakings of whatsoever nature, whether on sea or on land,
and also corporations, companies, associations, syndicates, firms
or persons of all kinds or descriptions; and to negotiate loans of
every description with any government, state, principality,
authority, or body, whether supreme, provincial, municipal, local
or otherwise and with any corporation, company, association,
syndicate, firm or person;
(i)to act as trustee for the holders of or otherwise in relation to any
shares, stocks, funds, debentures, debenture stock. bonds,
mortgages, obligations, options, option certificates, Treasury bills
or securities issued or to be issued by any government, state,
provincial, municipal or other authority, corporation, company,
association, syndicate, firm or person and generally to undertake
and execute any trusts, whether public or private, and to
undertake and execute either alone or jointly with others, and
either in its own name or through or by means of an officer or
a party appointed by the bank, the office of receiver or manager
for debenture holders or other mortgagees, custodian, trustee,
executor, administrator, receiver, manager, committee, liqui-
dator, treasurer, comptroller, registrar. accountant or auditor,
or any other office of trust or confidence, and to perform and
discharge the duties incident to any such office and to tran-
sact all kinds of business arising in connection therewith; and to
keep for any corporation, company, association, syndicate, firm
or person and for any government, state, principality, authority,
or body, whether supreme, provincial, municipal, local or
otherwise, any register relating to any real or personal property
or to any stocks, funds, shares or securities, and to undertake any
duties in relation thereto or to the registration of transfers,
assignments, mortgages, charges, deeds, documents or things, or
the issue of certificates, or otherwise;
(j)to make deposits, enter into recognizances and bonds and
otherwise give security for the due execution and performance,
whether by the bank or by any officer of the bank or by any other
party, of the duties of custodian, trustee, executor, administrator,
receiver, manager, committee, liquidator, treasurer, comptroller,
registrar, accountant or auditor or any other officer of trust or
confidence, or any other duties or any contracts, agreements or
obligations, and generally to carry on guarantee and fidelity business
of all kinds, and to effect counter-guarantees;
(k)to purchase or otherwise acquire and to invest money in or to
advance and lend money on the security of land or any other interest
therein, buildings, crops, godowns, goods, wares, merchandise and
produce, shares, securities and any other kind of real and personal
property whatsoever and wheresoever;
(1)generally to purchase, take on lease or in exchange, hire or otherwise
acquire, and improve, manage, work, develop and exercise all rights in
respect of, lease, mortgage, sell, dispose of, turn to account or
otherwise deal with all or any of the assets or rights of the bank, or
any real or personal property of any kind wherever situate, and any
concessions, franchises, charters, patents, monopolies, privileges or
rights, whatsoever and wheresoever which the bank may think
necessary or convenient for the purposes of its business or with
reference to any of these objects, or the acquisition of which may
seem calculated to facilitate the realization of any securities held by
the bank, or to prevent or diminish any apprehended loss or liability;
(m)to enter into any arrangements with any government, state,
principality, authority, or body, whether supreme, provincial,
municipal, local or otherwise, or any other bank, that may seem
conducive to the bank's objects or any of them, and to obtain from
any such government. state, principality, authority or body or bank
and thereafter to carry out, exercise, develop, and otherwise deal with
and turn to account any concessions, franchises, charters, patents,
monopolies, privileges or rights whatsoever and wheresoever;
(n)to receive on deposit. gratuitously or otherwise. for safe custody,
transit or otherwise, money, securities for money, documents of or
relating to title to property of all kinds, bullion, jewellery. pictures,
plate and other articles of value, goods, chattels, movable effects and
personal property of every kind;
(o)to issue warrants, documents of title and other mercantile instruments
or indicia of title or possession against deposits of all kinds made
with the bank;
(p)to procure the bank to be registered or recognized in the United
Kingdom or in any colony or dependency thereof, or in any British
dominion or in any foreign country or state, or colony or dependency
thereof, or in any protected or mandated territory, whether under
British or foreign control;
(q)to obtain any charter or letters patent or any Act, Ordinance or decree
of the Imperial Parliament, or of any dominion or colonial
parliament or legislature, or of any foreign government or authority
(whether supreme or provincial) or of any sovereign, legislative
assembly or council, or of any court of justice, or any provisional or
other order of the Board of Trade, or of any provincial, municipal or
local authority or other proper authority of whatever nature for
enabling the bank to carry any of its objects into effect, or for
dissolving the bank and reincorporating its members as a new
company or corporation for any of the objects specified in these
regulations, or for effecting any modification in the bank's
constitution;
(r)to borrow or raise money in such manner as the bank thinks fit and
on security or otherwise and in particular by the issue of debentures
or debenture stock, bonds or other obligations (whether perpetual or
otherwise) and whether charged or not upon all or any of the bank's
property (both present and future) including its uncalled capital, and
to create, execute and issue mortgages, debentures and charges, and
to issue circular notes, bills, drafts and other instruments and
securities, whether payable to bearer or otherwise, and to make the
same or any of them assignable free from equities;
(s)to establish and support or aid in or contribute to the establishment
and support of associations, institutions, funds, trusts and
conveniences calculated to benefit employees or ex-employees of the
bank or the dependants or connections of such persons; and to grant
pensions and allowances and donations to any persons who have
been in the employ of the bank or to employees or ex-employees of
any persons, firms, companies or corporations whose business may
have been acquired by the bank; and to make payments towards
insurance and to subscribe or guarantee money for gifts or
testimonials, or for national, provincial, municipal, educational,
scientific, religious, charitable or benevolent objects, or for any
public, general or useful object;
(t)to sell, improve, manage, develop, exchange, lease, mortgage, dispose
of, turn to account or otherwise deal with all or any part of the
property, concessions, franchises, charters, patents, monopolies,
privileges or rights of the bank for the time being, whatsoever and
wheresoever;
(u)to establish, promote or concur in establishing or promoting any
company, corporation, syndicate or firm whose business or objects
include the acquisition and taking over of all or any of the property,
assets and liabilities of the bank or in which the bank is interested, or
which are in any manner calculated to advance
directly or indirectly the objects or interests of the bank, and to take
or otherwise acquire and hold shares in or securities of any such
company, corporation, syndicate or firm and to guarantee any
payments in respect of any shares, debentures or securities (whether
in the nature of capital, principal, income or interest or otherwise)
issued by any such company, corporation, syndicate or firm;
(v)to do all or any of the above things in any part of the world, and as
principal, agent, contractor, trustee or in any other capacity whatever,
and by or through trustees, agents or otherwise, and either alone or
in conjunction with others;
(w)to do all such other acts and things in all parts of the world as seem
to the bank incidental or conducive to the attainment of the above
objects or any of them.
4. Conduct of bank's business
Any branch or kind of business, which either by the Ordinance or by these
regulations is either expressly or by implication authorized to be undertaken by the
bank, may be undertaken by the board at such time or times as the board thinks fit,
and further may, subject to obtaining any necessary consent, be suffered by it to be
in abeyance, whether such branch or kind of business may have been actually
commenced or not, for so long as the board may deem it expedient not to commence
or proceed with such branch or kind of business.
5. Bank not to purchase or advance on its own shares
None of the funds of the bank shall be employed in the purchase of or in loans
upon the security of its own shares.
Places of business
6. Head office to he in Hong Kong
The bank shall always be provided with some house or office in Hong Kong,
which shall be its head office or principal place of business.
(L.N. 157 of 1987)
7. Situation of head office
The head office shall be at No. 1 Queen's Road Central, Victoria, in Hong Kong
or at such other place in Hong Kong as the board may from time to time appoint.
(L.N. ]57of 1987)
8. Provision of houses and offices in suitable places
The bank from time to time may provide such houses or offices in places,
whether in Hong Kong or elsewhere, in which its business shall be carried on, as the
board may from time to time think requisite for the business of the bank and for the
residence of any of its managers, agents, sub-agents, officers or employees or for
other purposes of the bank.
(L.N. 157 of 1987; L.N. 334 of 1989)
Increase of capital
9. Power to increase capital; issue of new
shares; rights or restrictions; status of
new shares; commissions
(1) Subject to the provisions of section 7 of the Ordinance the shareholders in
general meeting may from time to time increase the capital by the creation of new
shares of such amount as may be deemed expedient.
(2) Subject to the provisions of the Companies Ordinance relating to authority
or otherwise and of any directions which may be given by the bank in general
meeting, all unissued shares shall be at the disposal of the board, which may offer,
allot, grant options over or otherwise dispose of them (including the issue of
warrants to subscribe for them) to such persons, at such times, for such
consideration and generally on such terms as the board may think proper. (L.N. 334 of
1989)
(3) Without prejudice to any special rights previously conferred on any existing
shares, any shares may be issued with such preferred, deferred or other special
rights or such restrictions, whether in regard to dividend, voting, transfer, return of
capital or otherwise, as the bank in general meeting may from time to time direct or, if
no direction be given, as the board may determine. (L.N. 334 of 1989)
(4) Except so far as otherwise provided by the conditions of issue or by these
presents, any capital raised by the creation of new shares shall be considered part of
the original capital and shall be subject to the provisions herein contained with
reference to the payment of calls and instalments, transfer and transmission,
forfeiture, lien, voting and otherwise.
(5) The bank may exercise all powers of paying commissions conferred by the
Companies Ordinance to the extent thereby permitted. Subject to the provisions of
the Companies Ordinance, such commission may be satisfied by the payment of
cash or the allotment of fully or partly paid shares or partly in one way and partly in
the other. The bank may also on any issue of shares pay
such brokerage as may be lawful.(L.N. 334 of 1989)
Shares-miscellaneous provisions
10. Shares: numbering and indivisibility;
trusts; registration
(1) Every share shall be distinguished by its appropriate number:
Provided that, if at any time all the issued shares, or all the issued shares of a
particular class, are fully paid up and rank pari passu for all purposes, none of those
shares need thereafter have a distinguishing number so long as it remains fully paid
up and ranks pari passu for all purposes with all shares of the same class for the time
being issued and fully paid up. (G.N.A. 86 of 1960)
Where new shares are issued on terms that, within a period not exceeding
twelve months, they will rank pari passu for all purposes with all the existing shares,
or all the existing shares of a particular class, neither the new shares nor the
corresponding existing shares need have distinguishing numbers so long as they are
all fully paid up and rank pari passu. The share certificates of the new shares shall,
however, if not numbered, be appropriately worded or enfaced. (L.N. 157 of 1987)
(2) Every share shall be indivisible.
(3) No notice of any trust, express, implied or constructive, shall be entered on
any register and the bank shall be entitled to treat the registered holder of any share
as the absolute owner thereof and accordingly shall not except as ordered by a court
of justice be bound to recognize any equitable or other claim to or interest under
such share on the part of any other person.
(4) Subject to the provisions of these regulations as to joint holders, every
person, from time to time entered in the register of shareholders as the holder of any
share, shall, unless and until his share be by operation of law or otherwise vested in
some other person and unless and until the title of such other person is proved and
established to the satisfaction of the board under regulation 51, be recognized and
treated by the bank as the sole lawful and rightful owner and holder of such share,
and any other person entitled to or claiming to be owner or holder of such share, or
to be entered as the holder thereof, shall not have any claim against the bank in
respect thereof but shall claim only against the person so entered and his
representative.
(5) (Repealed L.N. 61 of 1969)
Certificates for shares
11. Form of certificates of title to shares
Certificates of title to shares shall be in such form as the board may from time to
time approve and shall unless otherwise prescribed by the board be in the form in
Appendix 1 or to the like effect.
(G.N.A. 86 of 1960; L.N. 157 of 1987)
12. Certificates of title to shares to he
under seal, and signing thereof
(1) Certificates of title to shares on the principal register shall be under
the Common Sea) or a Securities Seal and shall be signed by one director and
countersigned by the secretary or by such other officer of the bank as may be
authorized to do so by the board. (L.N. 61 of 1969; L.N. 106 of 1980)
(2) Certificates of title to shares on any local register shall be under the
seal of the establishment which keeps such local register and shall be signed by
the manager of such establishment or by such other officer of the bank as may
be authorized to do so by the board.
(3) In the case of certificates of title to shares which have first been
approved for sealing by the board or by such person or persons as may be
authorized to do so by the board, whether such shares are on the principal
register or a local register, the signatures of the persons who are required by the
provisions of paragraph (1) or (2), as the case may be, to sign such certificates
may be affixed thereto by any mechanical means which may for the time being
have been adopted by the board.
(G.N.A. 86 of 1960)
13. Shareholder's right to certificate
(1) Subject to the provisions of regulation 15, every shareholder shall be
entitled to a certificate in respect of each share registered in his name.
(2) Any such certificate shall be prima facie evidence of the title of the
shareholder to such share.
14. Every certificate to specify number and denoting
numbers of shares; fee and stamp duty
Every certificate shall specify the number and denoting numbers, if any, of
the shares in respect of which it is issued and the amount paid up thereon. A
shareholder requiring more than one certificate in respect of his shares shall pay
two dollars, or its equivalent in local currency, or such other sum as the board
may determine, for each additional certificate beyond one. He shall also pay
any stamp duty that may be payable in respect of his share certificate or
certificates.
(G.N.A. 86 of 1960; L.N. 97 of 1977)
15. To which of joint holders certificate to he issued
Any certificate for shares registered in the names of two or more persons
shall be delivered to that one of such persons who is first named on the register:
Provided that in the case of joint holders the bank shall not be bound to
issue more than one certificate to all the joint holders and that delivery of such
certificate to any one of them shall be sufficient delivery to all.
16. Renewal of worn out, damaged,
lost or destroyed certificate
(1) If any certificate be worn out or defaced or damaged, then upon
production and surrender thereof to the board the board may order the same to
be cancelled and may issue a new certificate in lieu thereof to the person entitled
thereto.
(2) If any certificate be lost or destroyed, then upon proof thereof to the
satisfaction of the board and upon such indemnity as the board may deem
adequate being given, and upon such advertisements being inserted as the board
may require and upon payment by the shareholder of all costs incurred,
including all expenses incident to the investigation of evidence of loss and to
such indemnity and to such advertisements as aforesaid, and generally upon
such terms as the board may require, a new certificate in lieu thereof shall be
given to the person entitled to such lost or destroyed certificate.
17. New certificate where share forfeited
Where a share is forfeited and the certificate thereof is not delivered up to
the bank, the board may issue a new certificate of the share, distinguishing it as
it thinks fit from the certificate so not delivered up.
18. Fee for new certificate
If the board so requires, a fee not exceeding two dollars or its equivalent in
local currency shall be paid for any new certificate issued under the regulations.
(L.N. 43 of 1964)
19. No shareholder to hold more than 1% of capital
No person shall without the sanction of the board he entitled at any time
to be registered as the holder of or be interested in equity in more than one per
cent of the capital then issued; 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 regulation has been complied with.
(L.N. 113 of 1979)
Shareholder's address
20-21.(Repealed L.N. 86 of 1974)
Shareholder's change of name or marriage
22. Notice to he given of change of name or marriage
No shareholder, who changes his name or being a female marries, shall be
entitled to receive any dividend or to vote until notice in writing of the change of
name or marriage has been given to the bank for registration.
Calls
23. When call deemed due
Any call shall be deemed to be due at the time specified by the resolution of the
general meeting of shareholders for the payment of such call and each shareholder
shall pay to the bank at the time so specified the amount of such calls which is due
on his shares.
24. Liability of joint holders
The joint holders of a share shall be severally as well as jointly liable for the
payment of calls due in respect of such share.
25. Notice of call
Fourteen days' notice of any call shall be given specifying the time and place of
payment and to whom such call shall be paid.
26. Mode of giving notice of call
Notice of the amount of call and of the person appointed to receive payment of
the call and of the times and places appointed for payment shall be given to the
shareholders by notice to be inserted once at least in one or more daily newspapers
printed and circulating in Hong Kong and such notice shall be sufficiently given if
advertised as aforesaid.
(L.N. ]57of 1987)
27. No other notice of call necessary
Save as provided by regulation 26, no notice of any call need be given to any
shareholder.
28. Extension of time for paying calls
The board may from time to time at its discretion extend the time fixed for the
payment of any call, and in particular may extend such time as to all or any
of the shareholders whom for any cause the board may deem entitled to any
such extension; but no shareholder shall be entitled to any such extension
except as a matter of grace and favour.
29. Premium and instalment deemed to he 'call'
Any sum or premium which by the terms of allotment of a share is made
payable upon allotment or at any fixed date and any instalment of a call or
premium shall for the purposes of these regulations be deemed to be a call duly
made and payable on the date fixed for payment and shall be included in the
word 'call' whenever used in these regulations, and in the case of non-
payment, the provisions of these regulations as to payment of interest and
expenses, forfeiture and the like and all other relevant provisions of these
regulations shall apply as if such sum, premium or instalment were a call duly
made and notified as hereby provided.
30. Interest on unpaid calls
If the sum payable in respect of any call be not paid on or before the day
appointed for payment thereof, the holder for the time being of the share in
respect of which the call has been made and is due shall pay interest upon the
amount in arrear from the day appointed for the payment thereof to the time of
the actual payment, at such rate of interest as the shareholders may by
resolution determine or, failing such determination, as the board may decide.
31. Evidence in action for call
At the trial or hearing of any action or other legal proceeding for the
recovery of any money due for any call it shall be sufficient to prove that the
name of the party sued is entered in a register as the holder, or one of the
holders, of the shares in respect of which such call was made and that notice of
such call was duly given and it shall not be necessary to prove any other matters
of whatsoever nature, but the proof of the matters aforesaid shall be conclusive
evidence of the debt.
Registers of shareholders-registers as evidence
32.Particulars to he entered in registers; closures;
limitations on transfers between registers
(1) The board shall keep the following registers which shall for all
purposes include such devices for storing and processing information as the
board may from time to time direct of its shareholders and shall enter therein
the particulars specified in paragraph (2) of this regulation- (8 of 1946 s. 2;
L.N. 86 of 1974)
(a)in Hong Kong, a register which shall be called 'the principal
register';
(b)such local registers as it may from time to time in its sole
discretion determine.
(2) In the registers aforesaid there shall be entered or stored the following
particulars- (L.N. 86 of 1974)
(a)the names and addresses, and the occupations or descriptions, if
any, of the shareholders respectively entitled and requiring to be
registered in one of such registers, and a statement of the shares
held by each shareholder distinguishing each share by its number
so long as the share has a number, and of the amount paid
or agreed to be considered as paid on the shares of each
shareholder; Provided that no shareholder shall be entitled to be
entered in more than one register at the same time in respect of
the same shares; (G.N.A. 86 of 1960)
(b)the date at which each shareholder was entered in the register as a
shareholder in respect of any share or shares;
(e)the date at which each shareholder ceased to be a shareholder in
respect of any share or shares.
(3) Such registers may be closed from time to time as provided for by
regulation 47.
(4) Every local register shall be deemed for all purposes to be part of the
principal register, and the manager of any establishment at which there is a
local register shall transmit to the head office a copy of all entries in any local
register as soon as may be after the entries are made; and the bank shall cause
to be kept at its head office, duly entered up from time to time, duplicates of the
entries in any local register, and such duplicates shall for all the purposes of the
Ordinance and these regulations be deemed to be part of the principal register.
(5) (Repealed L.N. ]57of 1987)
(6) No share upon the principal register shall be transferred to any local
register nor shall shares upon any local register be transferred to the principal
register except with the consent of the board. (8 of 1946 s. 2; L.N. 86 of 1974)
(7) (Repealed L.N. ]57of 1987)
33. Register as evidence
Any register of shareholders shall be prima facie evidence of any matters
by these regulations directed or authorized to be inserted therein respectively,
and a copy of extracts from any such register, if certified as correct by the
secretary or manager of any establishment at which such register is kept, shall
be valid and sufficient evidence in any court of justice of the particulars contained in
such extracts without production of any such register itself.
(L.N. 61 of 1969)
Forfeiture and lien
34. Shares liable to forfeiture in certain events
(1) If any call, or any interest thereon, or any part thereof respectively, be not
paid by the person liable to pay the same within one month after the time fixed or
allowed for the payment of such call, then the share in respect whereof the call or
interest, or any part thereof, is in arrear shall immediately after the expiration of such
one month become liable to forfeiture for the benefit of the bank; and that, whether or
not proceedings have been taken to enforce such payment and whether or not
payment of any amount less than the whole debt and costs has been obtained by
means of such proceedings or otherwise; and if any share be transferred by
operation of law and some person be not within twelve months thereafter registered
as the holder thereof, the share shall immediately after the expiration of such twelve
months become liable to forfeiture by the board for the benefit of the bank.
(2) (Repealed L.N. .157of 1987)
35. Arrears payable notwithstanding forfeiture
The forfeiture of a share shall not, unless the board otherwise orders, operate as
an extinguishment or satisfaction of the liability of any person to pay any call, or
interest thereon, payable upon such share at the time of the forfeiture thereof being
declared, or any expenses incurred in respect of such share.
36. Procedure for enforcing forfeiture and effect thereof
In every case in which any share is under these regulations liable to forfeiture,
the board may pass a resolution declaring such share forfeited and immediately
thereupon such share and all rights and interests in respect thereof, including any
dividends accrued in respect of such share, and all subsequently accrued dividends
thereon, and all rights, powers, privileges and advantages incidental to such share,
shall be forfeited to the bank; and all rights, claims and demands whatsoever against
the bank for or in respect of or in relation to the share or dividends so forfeited shall
unless the board otherwise determines be absolutely extinguished for the benefit of
the bank; and the rights of voting, and all other rights and powers incidental to the
share, shall remain in suspense or
abeyance until the share be sold, reallotted or otherwise disposed of by the board
for the benefit of the bank, or be restored to the defaulter or some person claiming
under him as provided by regulation 40.
37. Notice and entry of forfeiture
When any share has been so forfeited notice of the resolution shall be given to
the shareholder in whose name it stood immediately prior to the forfeiture, and an
entry of the forfeiture, with the date thereof, shall forthwith be made in the register.
38. Board way accept composition for call
If any person from whom any call or interest thereon or any part thereof is due,
and whose share has been declared forfeited for non-payment thereof, shows to the
satisfaction of the board that he is unable to pay the whole amount then remaining
due from him in respect of such call or interest, the board may accept from him such
sum by way of composition for and in lieu of the whole amount so then due from him
as the board may determine; and upon the payment of such composition may
discharge him from all claims and demands whatsoever then remaining due in respect
of such call and interest; but no such composition shall be accepted from any person
while he continues a shareholder in his own right in respect of any share besides the
share so forfeited, or shall give him any claim to or in respect of the share so
forfeited.
39. Forfeited shares to become property of bank
Any share so forfeited shall be the property of the bank and the board may sell,
reallot and otherwise dispose of the same in such manner as it thinks fit.
40. Power to annul forfeiture
The board may, at any time before any share so forfeited has been sold,
reallotted or otherwise disposed of, annul the forfeiture thereof and restore the same
to the defaulter or some person claiming under him upon such conditions as it thinks
fit.
(L.N. ]57of 1987)
41. Forfeiture of share to extinguish claims on the bank
The forfeiture of a share shall involve the extinction at the time of the forfeiture
of all interest in and all claims and demands against the bank in respect of the share
and all other rights incident to the share, as between the
shareholder whose share has been forfeited and all persons claiming through
such shareholder and the bank.
42. Bank's lien on shares
The bank shall have a first and paramount lien upon all the shares
registered in the name of any shareholder (whether solely or jointly with others)
and upon the proceeds of sale thereof, for his debts, liabilities and engagements,
solely or jointly with any other person, to or with the bank, whether the period
for the payment, fulfilment or discharge thereof has actually arrived or not; and
such lien shall extend to all dividends from time to time declared in respect of
such shares and to all moneys paid in advance of calls thereon. Unless
otherwise agreed the registration of a transfer of shares shall operate as a
waiver of the bank's lien (if any) on such shares.
43. Enforcing lien by sale
For the purpose of enforcing such lien the board may sell the shares subject
thereto in such manner as it thinks fit; but no sale shall be made until such time
as the moneys are presently payable.
44. Application of proceeds of sale
The net proceeds of any sale made after forfeiture or for enforcing a lien,
and any such dividends, shall be applied in or towards satisfaction of the debts,
liabilities and engagements aforesaid, and the residue (if any) shall be paid to
such shareholder, his executors, administrators or assigns or successors or to
the person (if any) entitled by transmission to the shares.
45. Sales after forfeiture or under Hen;
rights and liabilities of purchasers
(1) Upon any sale after forfeiture or for enforcing a lien in purported
exercise of the powers hereinbefore given, the board or the manager of any
establishment at which a register is kept may, after the execution of a document
of transfer from the bank to the purchaser has been executed by the bank as
transferor and by the purchaser as transferee, cause the purchaser's name to be
entered, in respect of the shares sold, in that register in which the shares sold are
entered, and the purchaser shall not be bound to see to the regularity of the
proceedings or to the application of the purchase money, and after his name has
been entered in the register aforesaid in respect of such shares the validity of the
sale shall not be impeached by any person and the remedy (if any) of any
person aggrieved by the sale shall be in damages only and against the bank
exclusively.
(2) Any such purchaser shall not (unless by express agreement) become
entitled to any of the dividends accrued or which might have accrued upon the
shares before the time of completing his purchase and shall not (unless by
express agreement) be liable to pay any call payable in respect of the shares
before the time of his agreement to purchase them.
Transfer and transmission of shares
46. Register of transfers
The bank shall keep at its head office or at such other place as the board
may approve and at any establishment where a local register of shares is kept,
records to be called 'registers of transfers', and therein shall respectively be
fairly and distinctly entered particulars of every transfer or transmission of any
share on those respective registers. Such records may in the sole discretion of
the board be copies of information maintained elsewhere with the sanction of
the board whether by devices for storing and processing of information or
otherwise.
(L.N. 86 of 1974; L.N. 97 of 1977)
47. Periods during which registers may be closed
The shareholders registers and the registers of transfers, kept at the head
office or at such other place as the board may approve and at any establishment
where local registers are kept, may be closed, and the registration of transfers
relevant thereto suspended, at such times and for such periods as the board may
from time to time determine, provided that the shareholders registers shall not
be closed and such registration shall not be suspended for more than 30 days in
any year or, with the approval of shareholders in general meeting, 60 days in
any year. Any such closing shall be notified once at least by advertisement in
one leading English language daily newspaper printed and circulating in the
place where such closing takes place (and in Hong Kong also in one leading
Chinese language daily newspaper).
(L.N. 97 of 1977,. L.N. 334 of 1989)
48. Power to decline to register transfer
The board may, in its discretion and without assigning any reason
therefor, refuse to register the transfer of any share to any person of whom it
does not approve as transferee, or whilst the shareholder making the same is,
either alone or jointly with any other person, indebted to the bank on any
account whatsoever. The board may also refuse to register any transfer of
shares on which the bank has a lien; and the board shall also be entitled without
assigning any specific reason therefor to refuse to register any transfer of shares
made to a corporation, sole or aggregate, or to a firm or to a limited
partnership or to any person, firm or corporation holding shares in trust or
otherwise than in his or their own right, whether already a shareholder or not.
49. Transfer not permitted of share
on which calls have been made
No shareholder shall be entitled to transfer a share after a call is made
thereon, until the call or calls made on that share, and all other calls (if any) due
on every other share held by him, and all interest (if any), and all costs and
expenses (if any) in respect thereof be paid.
50. Transmission of registered shares;
survivorship in joint holder
The executors or administrators of a deceased shareholder (not being one
of several joint holders) shall be the only persons recognized by the bank as
having any title to the shares registered in the name of such shareholder, and in
case of the death of any one or more of the joint registered holders of any
shares the survivors shall be the only persons recognized by the bank as having
any title to or interest in such shares.
51. Transmission clause; evidence of title
Any person, becoming or claiming to be entitled to shares in consequence
of the death or bankruptcy of any shareholder or by any lawful means other
than by transfer in accordance with these regulations, shall not have any claim
upon the bank in respect of any such shares or of any dividend in respect of the
same but may, upon such evidence of title being produced as may from time to
time be required by the board and with the consent of the board (which it shall
not be under any obligation to give), be registered as a shareholder in respect of
such shares or may, with the like consent, elect to have some person nominated
by him and approved by the board registered as transferee of such shares. This
regulation is hereinafter referred to as the transmission clause.
52.Delegation of board's authority to deal
with transfers on local registers
The board may from time to time depute some person or persons, whether
jointly or severally, to approve of or refuse to register or to deal with transfers
or transmissions on any local register and to direct the registration of approved
transfers or transmissions in any such register, and such person or persons may,
in respect of transfers or transmissions or other entries proposed to be so
registered, exercise all the powers of the board in the same manner and to the
same extent and effect as if the board was actually present and was exercising
the same.
53. Transfers: method, procedure and fees
(1) Shares in the bank shall be transferred by an instrument executed by
or on behalf of the transferor and the transferee in the form set out in Appendix
2 or in any usual or common form or any other form which the board may
approve provided that the board may waive the requirement for execution by or
on behalf of the transferee in such circumstances or in such cases, and subject to
such terms and conditions, as the board may in its discretion think fit. (L.N.
157 of 1987; L.N. 334 of 1989)
(2) (Repealed L.N. 86 of 1974)
(3) The transferor of shares in the bank shall be deemed to remain the
holder of such shares until the name of the transferee is entered in the
appropriate registers in respect thereof. (L.N. 43 of 1964)
(4) Every instrument of transfer shall be left with the bank or at any other
place from time to time designated by the board for registration in that one of
the registers in which the shares are entered, accompanied by the certificate of
the shares to be transferred and such other evidence as the board or the deputed
person or persons referred to in regulation 52 may require to prove the title of
the transferor or his right to transfer the shares. (L.N. 86 of 1974)
(5) If the board so requires, a fee of not less than two dollars or its
equivalent in local currency shall be paid before the issue of any new certificate,
whether the same is issued consequent on a transfer or transmission of the
shares to which it relates or the splitting up of an existing certificate. (L.N. 43
of 1964; L.N. 97 of 1977)
54. Transferee to become shareholder
on registration of transfer
When the instrument of transfer has been so registered the transferee shall
be and be deemed a shareholder and shall from the date of such registration be
entitled to the same privileges and advantages, and he and his executors,
administrators, assigns or successors shall be subject to the same liabilities, in
respect of the shares as the shareholder from whom he derived his title.
55. Surrender of old and issue of new certificate
Upon every transfer or transmission of shares the existing certificate shall
be given up to be cancelled, and shall forthwith be cancelled accordingly, and a
new certificate shall be issued to the new shareholder in respect of the shares
transferred or transmitted to such new shareholder and if any of the shares
included in the certificate so given up is retained by a transferor a new certificate
in respect thereof shall be issued to him.
56. Bank to retain transfers
The bank shall retain copies of every instrument of transfer of its shares for
such periods of time, at such place and subject to such conditions as the board
may from time to time direct. Such copies shall be made by means of
microfilming or by such other process as the board may from time to time
approve.
(L.N. 97 of 1977)
Proceedings at general meetings
57. Holding of annual general meetings
An annual general meeting of the shareholders shall be held once in every
year at such time and place as may be prescribed by the board. (L.N. 97 of
1977)
If for any reason it is impracticable to call such meeting at such time and
place and in the manner in which such meeting may be called or to conduct
such meeting in the manner prescribed in these regulations the Governor may
of his own motion or on the application of the chairman or of any shareholder
who would be entitled to vote at the meeting order a meeting of the
shareholders to be called, held and conducted at such time and place and in
such manner as he may think fit and where any such order is made may give
such ancillary or consequential directions as he may think expedient and any
meeting called, held and conducted in accordance with any such order shall for
all purposes be deemed to be an annual general meeting of the shareholders
duly called, held and conducted. (8 of 1946 s. 2; L.N. 61 of 1969)
58. Distinction between annual and extraordinary
general meetings
Any general meeting of shareholders other than an annual general meeting
shall be called an extraordinary general meeting.
(L.N. ]57of 1987)
59. Convening of extraordinary general meeting
The board may at any time it thinks proper and shall on the requisition in
writing of not less than twenty shareholders, holding in the aggregate not less
than one-tenth of the issued capital of the bank upon which all calls or other
sums then due have been paid and having been such holders during not less
than three months prior to the date of such requisition, forthwith proceed to
convene an extraordinary general meeting of the bank; and in case of any such
requisition the following provisions shall have effect-
(a)the requisition must state the objects of the meeting and must be
signed by the requisitionists and deposited at the head office, and
may consist of several documents in like form, each signed by one
or more requisitionists;
(b)in case the board fails to convene an extraordinary general
meeting to be held within twenty-one days after such requisition
has been deposited, the requisitionists or a majority of them in
value may themselves convene the meeting for the purpose so
specified but not for any other purpose; but any meeting so
convened shall not be held after three months from the date of
such deposit;
(c)any meeting convened under this regulation by the requisitionists
as aforesaid shall be convened in the same manner, as nearly as
possible, as that in which meetings are to be convened by the
board.
60. (Repealed L.N. .157of 1987)
61. Definition of 'special' resolution
A resolution shall be a special resolution when it has been passed by not
less than three-fourths of the votes cast by such shareholders as, being entitled
so to do, vote in person or by proxy at a general meeting of which not less than
twenty-one days' notice specifying the intention to propose the resolution as a
special resolution has been duly given:
Provided that, if all the members entitled to attend and vote at any meeting
so agree, a resolution may be proposed and passed as a special resolution at a
meeting of which less than twenty-one days' notice has been given.
(L.N. 157 of 1987)
62. Notice of meeting
An annual general meeting and a meeting called for the passing of a special
resolution shall be called by not less than twenty-one days' notice. Any other
meeting of the shareholders shall be called by not less than fourteen days'
notice. Every notice of a meeting shall specify the place, day and hour of
meeting. In the case of special business the notice shall also specify the general
nature of such business and shall be given by advertisement in at least one
leading English language daily newspaper and at least one leading Chinese
language daily newspaper printed and circulating in Hong Kong.
(37 of 1950 Schedule; L.N. 157 of 1987)
63. General business at general meeting; special business
The business of an annual general meeting shall be to receive and consider
the profit and loss account and balance sheet, the reports of the directors and of
the auditors, and any other documents required by law to be attached or
annexed to the balance sheet, to elect directors and fix their remuneration,
to elect auditors and to fix, or to determine the method of fixing, their
remuneration, and to declare a dividend. Any other business transacted at an
annual general meeting and all business transacted at an extraordinary general
meeting shall be deemed special.
(L.N. 157 of 1987)
64. Quorum
Thirty shareholders present in person or by proxy shall be a quorum for
the purpose of transacting all the ordinary business of an annual general
meeting as mentioned in regulation 63 and also for the purpose of transacting
special business at an annual general meeting and at all extraordinary general
meetings of the bank. No business shall be transacted at any general meeting
unless the requisite quorum is present at the commencement of the business.
(L.N. 157 of 1987; L.N. 334 of 1989)
65. Chairman of meeting
(1) The chairman of the board, or in his absence the deputy chairman first
appointed or in his absence the other deputy chairman shall take the chair at
every general meeting or if there be no such chairman or deputy chairman, or if
at any general meeting the chairman or a deputy chairman is not present within
15 minutes after the time appointed for holding such meeting, the shareholders
present shall choose another director as chairman, and if no director be present
or if all the directors present decline to take the chair, or if the chairman chosen
retires from the chair, then the shareholders present in person and entitled to
vote shall choose one of their own number to be chairman.
(2) While the chair is vacant no business shall be transacted or discussed
at any general meeting, save the appointment of a chairman or the adjournment
of the meeting.
(L.N. 61 of 1969)
66. When, if quorum not present, meeting to
he dissolved and when to be adjourned
If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting, if convened by or upon any such requisition as
aforesaid, shall be dissolved; but in any other case it shall stand adjourned to
such day and at such time and place as shall be decided by the chairman, and if
at such adjourned meeting a quorum be not present those shareholders who are
present shall be a quorum and may transact the business for which the meeting
was called.
67.Power of chairman to adjourn meeting;
business at adjourned meeting
The chairman of a general meeting may, with the consent of a meeting at
which a quorum is present, and shall, if so directed by the meeting, adjourn any
meeting from time to time (or sine die) and from place to place. Where a
meeting is adjourned sine die the time and place for the adjourned meeting shall
be fixed by the board. Whenever a meeting is adjourned for twenty-eight days
or more or sine die, at least seven days' notice specifying the place, the day, and
the hour of the adjourned meeting and the general nature of the business to be
transacted shall be given in the same manner as in the case of an original
meeting. Save as aforesaid, no member shall be entitled to any notice of an
adjournment or of the business to be transacted at any adjourned meeting. No
business shall be transacted at any adjourned meeting other than the business
which might properly have been transacted at the meeting from which the
adjournment took place.
(L.N. 334 of 1989)
68. How questions to he decided at meeting
Every question submitted to a meeting shall in the first instance be put to
the meeting on a show of hands of the shareholders present in person and
entitled to vote. In case of an equality of votes the chairman shall, both on a
show of hands and at the poll, have a second or casting vote in addition to the
vote or votes to which he may be entitled as a shareholder.
(L.N. 334 of 1989)
69. Demand for a poll
At any general meeting a resolution put to the vote shall be decided on a
show of hands unless a poll is (before or on the declaration of the result of the
show of hands) duly demanded. Subject to the provisions of the Companies
Ordinance, a poll may be demanded:
(a) by the chairman; or
(b) by at least five shareholders present in person or by proxy; or
(c)by any shareholder or shareholders present in person or by proxy
and representing not less than one-tenth of the total voting rights
of all the shareholders having the right to vote at the meeting; or
(d)by a shareholder or shareholders holding shares in the bank
conferring a right to vote at the meeting being shares on which an
aggregate sum has been paid up equal to not less than one-tenth
of the total sum paid up on all the shares conferring that right.
Unless a poll be so demanded a declaration by the chairman of the meeting that
a resolution has on a show of hands been carried or carried unanimously, or by
a particular majority, or lost or not carried by a particular majority, and an
entry to that effect in the book containing the minutes of the proceedings of the
bank shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded in favour of or against such resolution.
(L.N. 334 of 1989)
70. Poll
If a poll is demanded as aforesaid it shall be taken in such manner and at
such time and place as the chairman of the meeting directs and either at once or
after an interval or adjournment or otherwise, and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.
The demand for a poll may be withdrawn.
71. In what cases poll taken without adjournment
Any poll duly demanded on the election of a chairman of a meeting or
on any question of adjournment shall be taken at the meeting and without
adjournment.
72.Other business may proceed notwithstanding
demand for poll
The demand for a poll shall not prevent the continuance of a meeting for
the transaction of any business other than the question on which a poll has been
demanded.
Votes of shareholders
73. Number of votes of shareholders
Subject to any rights or restrictions for the time being attached to any class
or classes of shares, on a show of hands every member present in person shall
have one vote, and on a poll every member present in person or by proxy shall
have one vote for each share of which he is the holder.
(L.N. 61 of 1969; L.N. 157 of 1987)
74. Joint holders
Where there are joint registered holders of any share, that one of the said
persons so present in person or by proxy, whose name stands first on the
shareholders registers in respect of such share, shall alone be entitled to vote in
respect thereof either in person or by proxy. Several executors or administrators
of a deceased shareholder in whose name any share stands shall for the
purposes of this regulation be deemed joint holders thereof.
75. Votes on a poll
On a poll votes may be given either personally or by proxy and a person
entitled to more than one vote need not use all his votes or cast all the votes he
uses in the same way.
(L.N. 334 of 1989)
76. Deposit of proxy and its duration
The instrument appointing a proxy and the power of attorney (if any)
under which it is signed and any power of attorney under which any
shareholder claims to vote for an absent shareholder or acts as attorney for an
absent shareholder shall be deposited at the head office not less than forty-eight
hours before the time for holding the meeting or adjourned meeting or poll, as
the case may be, at which the person named in such instrument proposes to
vote; otherwise the person so named shall not be entitled to vote in respect
thereof. No instrument appointing a proxy shall be valid after the expiration of
twelve months from the date of its execution.
77. Execution of instrument of proxy
The instrument appointing a proxy shall be in writing under the hand of
the appointor or of his attorney or, if the appointor is a corporation, either
under seal or under the hand of a duly authorised officer or attorney. A proxy
need not be a shareholder of the bank.
(L.N. 157 of 1987; L.N. 334 of 1989)
78. Form of proxy
Every instrument of proxy shall, as nearly as circumstances admit, be in
the form specified in Appendix 3 or in such other form as the board may from
time to time approve.
79. Retention of proxies
All proxies received at the head office shall be retained for a period of 6 years
following any meeting at which a poll has been duly demanded and taken.
(L.N. 86 of 1974)
79A.Corporations acting by representatives
at meetings
Any corporation which is a shareholder may by resolution of its directors or
other governing body authorise such person as it thinks fit to act as its
representative at any general meeting or class meeting and the person so authorised
shall be entitled to exercise the same powers on behalf of the corporation which he
represents as that corporation could exercise if it were an individual shareholder.
(L.N. 157 of 1987)
80. Appointment and powers of attorney
Any shareholder shall be entitled to appoint an attorney for the purpose of
attending meetings and voting thereat, but no vote can be given at any meeting
under a power of attorney unless such power of attorney has been deposited with
the bank not less than forty-eight hours before the time of the holding of the meeting
at which it is proposed to act under such power of attorney. Any such attorney shall
be entitled to attend any meeting of the bank held during the continuance of his
appointment and (subject to the restrictions in regulation 81) to vote thereat, such
vote to be exercised either personally or by proxy appointed by the attorney in
accordance with these regulations.
(L.N. ]57of 1987)
81. Restriction on voting
No shareholder shall be entitled to be present or to vote on any question, either
personally or by proxy or as proxy for or attorney for another shareholder, at any
general meeting or upon a poll, or be reckoned in a quorum, whilst any call or other
sum is due and payable to the bank in respect of any of the share of such
shareholder or in respect of which such person may be entitled to vote.
(L.N. 334 of 1989)
81A. Suspension of voting rights where
non-disclosure of interests
Where, in respect of any shares, any registered holder or any other person
appearing to be interested in such shares fails to comply with any notice (in this
regulation called a 'statutory notice') given by the bank under section 18 of the
Securities (Disclosure of Interests) Ordinance (Cap. 396), then not earlier than
28 days after service of the statutory notice the bank may give to such registered
holder a notice in writing (in this regulation called a 'disenfranchisement
notice') stating that such shares shall with effect from the service of the
disenfranchisement notice confer on him no right to attend or vote at, or
exercise any other right conferred by membership in relation to, any general
meeting or any class meeting. The bank may at any time withdraw a
disenfranchisement notice by serving on the registered holder of the shares to
which the same relates a notice in writing to that effect (in this regulation called
a 'withdrawal notice'), and a disenfranchisement notice shall be deemed to
have been withdrawn when the statutory notice has been complied with
in respect of all the shares to which the disenfranchisement notice related.
Unless and until a withdrawal notice is duly served in relation thereto or a
disenfranchisement notice in relation thereto is deemed to have been withdrawn
or the shares to which a disenfranchisement notice relates are registered in
the name of some person other than the registered holder on whom the
disenfranchisement notice was served, none of the shares to which
disenfranchisement notice relates shall confer on the holder or holders thereof
any right to attend or vote at, or exercise any other right conferred by
membership in relation to, such general meeting or class meeting as aforesaid.
For the purpose of this regulation a person shall be treated as appearing to be
interested in any shares if the registered holder of such shares has given to the
bank a notification under the said section 18 which either (a) names such person
as being so interested or (b) fails to establish the identities of those interested in
the shares and if (after taking into account the said notification and any other
relevant section 18 notification) the board knows or has reasonable cause to
believe that the person in question is or may be interested in the shares. Nothing
contained in this regulation shall limit the rights or remedies of the bank under
these regulations, the Securities (Disclosure of Interests) Ordinance (Cap. 396)
or otherwise.
(L.N. 334 of 1989)
82.When vote by proxy or attorney valid though
authority revoked or share transferred
A vote given in accordance with the terms of an instrument of proxy or of
a power of attorney shall be valid notwithstanding the previous death of the
principal or the revocation of the proxy or power of attorney or the transfer of
the share in respect of which the vote is given, provided that no express notice
in writing of the death, revocation or transfer has been received by the bank at
the head office before the meeting at which such vote is given.
Minutes of general meetings
83. Validity; presumptions as to regularity of proceedings;
status of resolutions etc. recorded in minutes;
inspection by shareholders
(1) The board shall cause minutes to be duly entered in books provided for the
purpose of all resolutions and proceedings of general meetings, which minutes shall
be signed by the chairman.
(2) The proceedings of any general meeting shall not be impeached by reason
of such meeting or the business recorded or transacted thereat not having been
notified or having been in any respect insufficiently or improperly notified to the
shareholders, or by reason that any person present at such meeting or voting upon
any question was not entitled to be present thereat or to vote thereon, or on any
ground of objection to the constitution or mode of conducting such meeting or as to
the irregularity or impropriety of any proceedings appearing upon such record.
(3) Every entry in the general meetings minute book, purporting to be the record
of the proceedings of any general meeting and to be so signed, shall be
acknowledged and received by and between the shareholders and their
representatives as evidence that the proceedings so recorded did virtually take place
at the meeting at which by such record they are stated to have taken place, and that
the person or number of persons therein stated to have attended the meeting did in
fact attend and were qualified and entitled to attend and act as shareholders thereat,
and that the persons therein stated to have voted or whose votes are therein
recorded as given upon any question were entitled to vote and did actually vote
thereon and in the manner therein appearing: and that the person whose name
appears on such record as being the chairman of the meeting, or the chairman of the
meeting at which the record was signed, was qualified to preside and did duly
preside as chairman thereat and duly subscribed the record.
(4) Every general meeting which, by any such record so entered and purporting
to be so signed, is stated or appears to have been held shall, unless the contrary
appears on the record, be treated and recognized by all the shareholders and their
representatives as having been duly convened and held in accordance with these
regulations, and the proceedings of every general meeting from time to time so
recorded shall unless the contrary appears on the record be treated, recognized and
acted on by all the shareholders and their representatives as having been regular and
proper in all respects.
(5) Every order, motion or resolution which appears recorded as part of such
proceedings, and notwithstanding it be impeachable on any ground whatever, shall
so long as such order, motion or resolution subsists unrescinded
be treated, recognized and acted on as valid and binding on all the shareholders
and their representatives and as a sufficient authority for all acts and
proceedings in conformity therewith.
(6) The general meetings minute books shall be kept at the head office and
shall, subject to conditions laid down by the board, be open to the inspection of
shareholders.
The board of directors
84. Number of directors
Unless and until otherwise determined by a general meeting, the number of
directors shall not be less than five nor more than twenty-five.
(L.N. 135 of 1981)
85. Board may fill vacancies
The board may fill any vacancy among the directors occurring for any
reason and may add to the number of directors up to the maximum prescribed
by regulation 84. Any director so appointed shall hold office only until the next
following annual general meeting and shall then be eligible for re-election, but
shall not be taken into account in determining the directors who are to retire by
rotation at such meeting.
(8 of 1946 s. 2; L.N. 334 of 1989)
86. (Repealed L.N. 86 of 1974)
87. Directors may act notwithstanding vacancy
The continuing directors may act notwithstanding any vacancy in their
body; but so that if the number of directors falls below the minimum above
fixed the continuing directors shall not, except for the purpose of filling
vacancies, act so long as the number is below the minimum. In the event of
there being no directors present in Hong Kong or of the number of directors
having fallen below the minimum and it being impracticable to fill the vacancies
in the manner prescribed in these regulations, the Governor either of his own
motion or on the application of the chairman or of an executive director or of
any twenty shareholders who would be entitled to vote at any general meeting
may in the place of any persons who are deemed to have vacated the office
of director appoint such persons as he may think fit to hold office as directors
until the conclusion of the next following annual general meeting of the
shareholders. Such persons so appointed as directors may act until the conclusion
of such annual general meeting and shall be eligible for re-election at such meeting.
(8 of 1946 s. 2; L.N. 61 of 1969; L.N. 86 of 1974; L.N. 157 of 1987)
88. Remuneration of directors
The board shall be paid out of the funds of the bank in each year by way of
remuneration for its services such sum as a general meeting may from time to time
determine, and such remuneration (subject to any special directions of a general
meeting) shall be divided among the directors in such proportions and in such
manner as they may from time to time determine.
(8 of 1946 s. 2)
89. When office of director is vacated
The office of director shall ipso facto be vacated by any person
(a)if he becomes bankrupt or has a receiving order made against him or
suspends payment or compounds with his creditors;
(b)if he becomes a lunatic or of unsound mind, or if all the other
directors unanimously resolve that he is physically or mentally
incapable of performing the functions of a director;
(c) (Repealed L.N. 86 of 1974)
(d)if he has absented himself (such absence not being with leave from
the board or on the affairs of the bank) from the meetings of the board
for three months in succession and the board has resolved that his
office be vacated;
(e)if he resigns his office by notice in writing to the bank delivered to its
head office; (L.N. 334 of 1989)
(f)if he or his firm or any partner therein or representative thereof acts
(otherwise than with the consent of the board) either directly or
indirectly as a director, managing director, manager or partner of any
corporation, company, partnership or body of persons other than a
subsidiary of the bank carrying on business which competes with
that carried on by the bank. Such consent must be evidenced by
writing signed by the chairman pursuant to a resolution of the board
and may be at any time withdrawn by the board without previous
notice; (L.N. 61 of 1969)
(g)by the passing of a special resolution for his removal under
regulation 96; (8 of 1946 s. 2; L.N. 157 of 1987)
(h)at the annual general meeting next after he attains the age of 65 years
unless special notice of a resolution proposing his
re-election and stating his age is received and such resolution after
notice as aforesaid is passed by the shareholders at that and every
subsequent annual general meeting; for this purpose special notice
has the meaning ascribed thereto in the Companies Ordinance. (L.N.
61 of 1969; L.N. 157 of 1987; L.N. 334 of 1989),
90.Directors' contracts with bank-notice of interest and restrictions on voting
No director shall be disqualified by his office from entering into A contract or
arrangement with the bank, either as a vendor, purchaser, agent, broker or otherwise
and either personally or by or through any firm, company or corporation in which he
may be a partner or shareholder, or from being otherwise interested in any business
or transaction in which the bank is interested; and no such contract or arrangement,
or any contract or arrangement entered into by or on behalf of the bank with any
firm, company or corporation of or in which any director is a member or otherwise
interested, shall be avoided, nor shall any director so contracting or being so
interested be liable to account to the bank for any profit realized by any such
contract, arrangement, business or transaction, by reason of such director holding
the office of director or of the fiduciary relation thereby established; but any director
so contracting or being so interested as aforesaid shall disclose, at the meeting of
the board at which the contract, arrangement, business or transaction is determined
on, the nature of his interest, if it then exists, or in any other case at the first meeting
of the board after the acquisition of his interest. A director shall not as a director
vote in respect of any contract, arrangement, business or transaction in which he is
so interested as aforesaid and if he does so vote his vote shall not be counted; but
this prohibition shall not apply to any contract by or on behalf of the bank to give to
the directors or any of them any security for advances or by way of indemnity or to a
settlement or set-off of cross-claims, and it may at any time or times be suspended or
relaxed to any extent by a general meeting. A general notice that a director is a
member of any specified firm, company or corporation and is to be regarded as
interested in any contract, arrangement, business or transaction with such firm,
company or corporation shall be sufficient disclosure under this regulation and after
such general notice it shall not be necessary to give any special notices relating to
any particular contract, arrangement, business or transaction with such firm,
company or corporation as aforesaid, or otherwise as to the interest of such director.
Rotation of directors
91. Retirement of directors by rotation
In addition to any director whose office may be vacated in accordance with the
provisions of regulation 89(h), at the annual general meeting to be held in each year
three of the directors shall retire from office.
(L.N. 61 of 1969; L.N. 157 of 1987)
92. ~eh directors to retire
The directors to retire under regulation 91 shall be the three who have been
longest in office since their last election. As between directors of equal time in office
the directors to retire shall (unless such directors agree among themselves) be
selected from among them by lot. The length of time a director has been in office
shall be computed from his last election or appointment whichever is later in date.
(L.N. 334 of 1989)
93. General meeting may fill vacancies
The shareholders at the meeting at which a director retires in manner aforesaid
may fill the vacated office by electing thereto the retiring director or some other
person eligible for appointment and in default the retiring director shall if offering
himself for re-election be deemed to have been re-elected, unless at such meeting it
is expressly resolved not to fill such vacated office or unless a resolution for the re-
election of such director shall have been put to the meeting and lost. The retirement
shall not have effect until the conclusion of the meeting except where a resolution is
passed to elect some other person in the place of the retiring director or a resolution
for his re-election is put to the meeting and lost and accordingly a retiring director
who is re-elected or deemed to have been re-elected will continue in office without a
break.
(L.N. 334 of 1989)
94.Retiring director to remain in office till end
of meeting at which successor elected and to
he eligible for re-election
Every director retiring by rotation shall continue to hold office until the
termination of the meeting at which his successor is elected, and shall be eligible for
re-election.
95. Power of general meeting to increase or reduce
number of directors or to alter their
qualification or remuneration
or rotation
The shareholders may from time to time in general meeting increase or
reduce the number of directors and may alter their qualification and
remuneration and may also determine in what rotation such increased or
reduced number is to go out of office.
96. Power to remove director by special resolution
The shareholders may by special resolution remove any director before the
expiration of his period of office and may appoint another qualified person in
his stead.
(L.N. 157 of 1987,. L.N. 334 of 1989)
97. When candidate for office of director must give notice
Subject to the provisions of regulation 96, no person, not being a retiring
director, shall, unless recommended by the board for election, be eligible for
election to the office of director at the general meeting unless he or some
shareholder (duly qualified to be present and vote at the meeting for which such
notice is given) intending to propose him has at least 14 days before the meeting
left at the head office a notice in writing duly signed and addressed to the
chairman, signifying his candidature for the office or the intention of such
shareholder to propose him, as the case may be.
(L.N. 61 of 1969)
Proceedings of the board
98.Board meetings; resolutions in writing;
meetings by telephone
(1) A board meeting shall be convened by the chairman by written notice
and shall be held as often as the board considers that the purposes of the bank
require, or at any time upon requisition of two of the directors who shall specify
in writing to the chairman the purpose for which they require the meeting to be
held; which purpose shall be communicated by the chairman to the other
directors in the notice convening such special meeting. It shall not be necessary
to give notice of a meeting of the board to a director who is not within Hong
Kong. (L.N. 61 of 1969)
(2) Subject to paragraph (1), the board shall be convened or adjourned in
such manner and at such time or place and subject to such notice of the
business to be transacted thereat as the board may from time to time determine.
(3) A resolution in writing, signed by all the directors present in Hong
Kong, shall be as valid and effectual as if it had been passed at a meeting of the
directors duly called and constituted. (L.N. 86 of 1974)
(4) Any director or member of a committee of the board appointed under
regulation 105 may participate in a meeting of the directors or such committee
by means of a conference telephone or other communications equipment by
means of which all persons participating in the meeting are capable of hearing
each other. Participation in a meeting in this manner shall be deemed to
constitute presence in person at such meeting. (L.N. 157 of 1987)
99. Quorum of directors
The board may determine the quorum necessary for the transaction of
business. Until it otherwise determines, three directors shall be a quorum.
100. Director interested to he counted in a quorum
A director who is interested is to be counted in a quorum notwithstanding
his interest. His right of voting is limited by regulation 90 and regulation 115.
(L.N. 61 of 1969)
101. How questions to be decided
Questions arising at any meeting of the board shall be decided by a
majority of votes and in case of an equality of votes the chairman shall have a
second or casting vote.
102. Chairman and deputy chairman
The board may from time to time elect one of its members who is an
executive director within the meaning of regulation 115 to be the chairman and
may, if they think fit, from time to time elect no more than 2 other members to
be deputy chairman and may determine a period for which they are respectively
to hold office.
(L.N. 61 of 1969)
103. Who to preside at meetings of board
The chairman, or in his absence the deputy chairman first appointed, or in
'his absence the other deputy chairman, shall preside at every meeting of the
board but if all of these be absent or if there be no chairman or deputy
chairman, or if at any meeting the chairman or a deputy chairman be not
present within 10 minutes after the time appointed for holding the meeting, the
directors present shall elect one of their members to be chairman of such
meeting, and the director so elected shall preside at such meeting accordingly.
(L.N. 61 of 1969)
104. Powers of quorum
Any meeting of the board at which a quorum is present shall (subject to
the provisions of regulation 87) be competent to exercise all or any of the
authorities powers and discretions for the time being vested in or exercisable by
the board.
105. Delegation of powers by board
The board may from time to time delegate all or any of its powers except
the power to make calls on shareholders to a committee or committees of the
board consisting of such member or members of its body as it thinks fit and
may from time to time revoke such delegation or revoke the appointment of
and discharge any such committee either wholly or in part and either as to
persons or purposes, and may authorize any such committee to use the common
seal. Any committee so formed shall in the exercise of the powers so delegated
conform to any instructions that may from time to time be given to it by the
board.
106. Proceedings of committee
The meetings and proceedings of any such committee shall be governed by
the provisions contained in these regulations for regulating the meetings and
proceedings of the board so far as the same are applicable thereto and are not
superseded by any instructions given by the board under regulation 105.
107.Acts of directors or committee valid notwithstanding
defective appointment
All acts done at any meeting of the board, or of a committee of the board,
or by any person acting as a director or member of a committee, shall,
notwithstanding that it may afterwards be discovered that there was some
defect in the appointment of any such director or person acting as aforesaid or
that he was or all such directors or persons were disqualified, be as valid as if
every such director or person had been duly appointed and was qualified to be a
director or member of such committee.
Powers of the board
108. Board to have general control of business
Subject to the provisions of regulations 105, 109(10), 116 and 118 the
board shall in addition to the powers, authorities and discretions by the
Ordinance and by these regulations expressly conferred upon it have the entire
management of and superintendence over the business and affairs of the bank,
and in every case not provided for or not adequately provided for by the
Ordinance or by these regulations shall have full power to regulate its own
procedure and the mode of conducting the business of the bank, and the board,
in addition to the powers and authorities by the Ordinance and by these
regulations expressly conferred upon it, may exercise all such powers, give all
such consents, make all such arrangements and generally do all such acts and
things as may be exercised or done by the bank and are not by the Ordinance
or by these regulations directed or required to be exercised or done by the
shareholders in general meeting, but subject nevertheless to the provisions of
the Ordinance and of these regulations.
(L.N. 61 of 1969)
109. Powers exercisable by board: general and specific
Without prejudice to the general powers, and to the other powers,
authorities and discretions, conferred by or implied in these regulations, it is
hereby expressly declared that it shall be lawful for the board to do all acts and
things necessary to accomplish all or any of the objects set forth in regulation 3,
and by way of addition and not of limitation to do all or any of the following
things-
(1) to purchase or otherwise acquire for the bank any property,
concessions, franchises, charters, patents, monopolies, rights or privileges which
the bank is authorized to acquire, at such price and generally on such terms and
conditions as the board thinks fit;
(2) at its discretion to pay for any property, concessions, franchises,
charters, patents, monopolies, rights, or privileges acquired by, or services
rendered to, the bank either wholly or partially in cash or in shares, bonds,
debentures or other securities of the bank; and any such shares may be issued
either as fully paid up or with such amount credited as paid up thereon as may
be agreed upon; and any such bonds, debentures or other securities may be
either specifically charged upon all or any part of the property of the bank and
its uncalled capital, or not so charged;
(3) to secure the fulfilment of any contracts or engagements entered into
by the bank by mortgage or charge of all or any of the property of the bank and
its uncalled capital for the time being, or in such other manner as the board
may think fit;
(4) to accept from any shareholder, on such terms and conditions as may
be agreed, a surrender of his shares or stock or any part thereof;
(5) to invest and deal with any moneys of the bank not immediately
required for the purposes thereof upon such securities and investments (not
being shares in the bank) and in such manner as the board may think fit, and
from time to time to vary or realize such securities and investments;
(6) to provide for the head office and the other establishments of the bank
in all parts of the world, and for the bank's chairman, executive directors, chief
general manager, general managers, managers or other officers or any other
employees, such houses and premises as the board thinks suitable, and to
permit the same or such parts thereof as the board thinks proper to be used as
residences or offices of any of the officers and employees of the bank and also
generally to purchase, take on lease or otherwise acquire any lands, buildings,
or premises, property, rights, privileges or things for all or any of the purposes
of the bank or which it may be deemed convenient to acquire and hold for or in
connection with any such purposes at such prices whether of a pecuniary nature
or not and generally on such terms and conditions as the board thinks fit;
(L.N. 61 of 1969; L.N. 334 of 1989)
(7) to appoint, and at its discretion remove or suspend, any chief general
manager, general managers, managers, inspectors, sub-managers, agents,
sub-agents, chief accountant, accountants, or other officers or any other
employees for permanent, temporary or special services, as the board may from
time to time think fit, and to invest him or them with such powers and duties as
the board may think expedient, and to determine their duties and to fix their
salaries or emoluments, and to require and take security in such instances and
to such amount as the board may think fit; (L.N. 61 of 1969; L.N. 334 of
1989)
(8) to appoint and send to any place where the business of the bank is
authorized to be carried on one or more of the directors, with such powers of
inspection, control and regulation of the business or affairs of the bank, and
such other powers, and with such instructions and subject to such conditions
and restrictions, as the board thinks fit, and to allow such remuneration as the
board thinks fit, and to revoke or suspend any such appointment;
(9) to appoint and send either temporarily or permanently to any such
place as aforesaid any officers or employees of the bank, in any capacity which
the board thinks expedient, for any of the business or affairs of the bank, and to
allow them such remuneration as it thinks fit, and to revoke or suspend any
such appointment; (L.N. 334 of 1989)
(10) to delegate to any such directors, or officers or employees of the bank
respectively any of the powers of the board by a power of attorney or deed
under seal, and to invest them respectively with any such powers as the board in
its discretion thinks expedient for the due conduct, management and regulation
of any of the business or affairs of the bank;(L.N. 334 of 1989)
(11) to appoint any person or persons (whether incorporated or not) to accept
and hold in trust for the bank any property or assets belonging to the bank or in
which it is interested, or for any other purposes, and to execute and do all such
deeds and things as may be requisite in relation to any such trust, and to provide for
the remuneration of such trustee or trustees;
(12) to institute, conduct, defend, compromise or abandon any legal or other
proceedings or claims by or against the bank or its officers or servants, or otherwise
concerning the affairs of the bank, and also to compound and allow time for payment
or satisfaction of any debts due and of any claims or demands by or against the
bank;
(13) to refer any claims or demands by or against the bank to arbitration, and to
observe and perform the awards;
(14) to determine who shall make proofs of debt and otherwise act on behalf of
the bank in cases of bankruptcies and insolvencies and windings-up of companies
or other administrations of assets; in default of such determination the local manager
shall act;
(15) to execute in the name and on behalf of the bank in favour of any director or
other person, who may incur or be about to incur any personal liability, whether as
principal or surety, for the benefit of the bank, such mortgages, charges and other
securities of the bank's property and on the bank's property and assets (present and
future) as the board may think fit; and any such instrument may contain a power of
sale and such other power, covenants and provisions as may be agreed on;
(16) to give to any chief general manager, general managers, director or officer or
other person employed by the bank a commission on the profits of any particular
business or transaction, or a share in the general profits of the bank, such
commission or share of profits to be treated as part of the working expenses of the
bank, and to pay commission and make allowance to any person introducing
business to the bank or otherwise promoting the interests thereof; (L.N. 61 of 1969)
(17) to provide sufficient and proper books distinguished by such names as the
directors shall prescribe, which shall be kept under the superintendence of the
directors, in which full and sufficient entries shall be made of all payments, liabilities,
receipts and credits of or on account of the bank and its customers, and all matters
properly the subject of debt and credit, account, receipt or payment, in which the
bank may be interested, so that the financial state of the bank may at all times appear
in and from such books as accurately and clearly as circumstances permit;
(18) from time to time, if and whenever the board maybe required so to do by the
Governor, to produce and submit to him or to such persons or officers as he may
appoint for the purpose, for his or their inspection or examination, the several
accounts and statements which by these regulations are required to be made and
furnished to the shareholders;
(19) from time to time, as the board may think fit, to direct, control and
provide for the receipt, custody and issue, investment, management, remittance
and expenditure of the moneys and funds of the bank, and from time to time
determine who shall make and give receipts, releases and other discharges for
and on behalf of the bank for money payable to the bank and for the claims
and demands of the bank;
(20) from time to time to determine who shall be entitled to accept,
indorse, sign and execute on the bank's behalf bills of exchange, promissory
notes, bills of lading, dividend warrants, debentures, receipts, acceptances,
indorsements, cheques, releases, contracts and documents;
(21) to employ such agents or brokers and other persons as the board may
think necessary for furthering the interests of the bank and its customers, and
pay such salaries, commissions or other remuneration as the board may deem
reasonable;
(22) to accept such security for the fulfilment of any contracts or
engagements entered into with the bank as the board may think fit;
(23) in the discretion of the board, before recommending any dividend, to
set aside out of the profits of the bank such sums as the board thinks proper as
a reserve, or reserve fund or carry forward, to be added to the existing reserve
or carry forward, and to apply such sums or any part or parts thereof to meet
contingencies or to equalize dividends, or for special dividends or bonuses, or to
repair, improve and maintain or add to any of the property or assets of the
bank, or for such other purposes as the board may in its absolute discretion
think desirable in the interests of the bank, and to invest the several sums so set
aside upon such investments (subject to regulation 5) as the board may think fit
without being liable for any loss in or depreciation of such investments, whether
the same be usual or authorized investments for trust funds or not, and from
time to time to deal with and vary or realize such investments and dispose of all
or any part thereof for the benefit of the bank, and to divide the reserve or
reserve funds for the time being into such special funds as the board may think
fit, with full power to employ all or any part of the assets constituting any
reserve or reserve funds or carry forward in the business of the bank, and that
without being bound to keep the same separate from the other assets;
(24) to utilize if thought fit the premiums which may from time to time be
received by the bank from the issue of new shares for the purpose of adding to
and maintaining the reserve or reserve funds or for any other purpose which the
board thinks fit;
(25) to enter into all such negotiations and contracts for purchase, sale or
otherwise, and rescind and vary all such contracts, execute and do all such acts,
deeds and things in the name and on behalf of the bank as the board may
consider expedient for or in relation to any of the matters aforesaid, or
otherwise howsoever for the purposes of the bank;
(26) to sell, improve, manage, let or turn to account all or any part or parts
of the land, houses and premises, property, rights, privileges, concessions and
things of the bank;
(27) to lend, advance money and act as agents for any loan and to furnish
and provide deposits, guarantee funds and guarantees and subscribe for and
deal in Government shares and loans, stocks, shares, bonds, mortgages,
obligations and securities in the manner mentioned in these regulations.
Board minute book
110. Entries in minute book
A book shall be provided and kept under the superintendence of the
board; and a true and faithful record of the proceedings at every board meeting
shall be entered therein, and shall be read at the next board meeting as the first
business thereat after the chair is taken and, being then bound or made correct,
shall be signed by the chairman thereat.
111.Record of board meeting unimpeachable except
for irregularity appearing on record
The proceedings of any board meeting so recorded and signed shall not be
impeached by reason of such board meeting, or the business recorded as
transacted thereat, not having been notified, or having been in any respect
insufficiently or improperly notified to the directors; or by reason that any
director whose name appears recorded as present thereat was not qualified; or
by reason of any other irregularity, unless the same appears on such record.
112. Entries in minute book prima facie evidence
Every entry in the said minute book, purporting to be the record of the
proceedings of any board meeting and to be so signed, shall be acknowledged
and received by and between the shareholders and their representatives as
prima facie evidence that the proceedings so recorded did actually take place at
the board meeting at which by such record they are stated to have taken place;
and that the director or directors or number of directors therein stated to have
attended the board meeting did in fact attend and act as a director or directors
thereat; and that the person whose name is recorded as having been chairman
was the chairman of the board meeting at which the proceedings thereby
recorded took place, and that he was the proper person to preside and did
preside as chairman thereat; or, as the case may be, that the persons whose
names are subscribed to such record as directors present at the board meeting
were present thereat and duly subscribed the record.
113. Record of board meeting
binding on shareholders
Every board meeting which by any such record, so entered and purporting to
be signed, is stated or appears to have been held shall unless the contrary appears
on the record be treated and recognized by all the shareholders and their
representatives as having been duly notified, convened and held in accordance with
the regulations concerning board meetings, and the proceedings of every board
meeting from time to time so recorded shall unless the contrary appears on the
record be treated, recognized and acted upon by all the shareholders and their
representatives as having been regular and proper in all respects.
114. Unrescinded order or resolution to he binding
Every resolution which appears recorded as part of such proceedings, and
notwithstanding it be impeachable on any ground whatever, shall, so long as such
resolution subsists unrescinded, be treated, recognized and acted upon as valid and
binding on all the shareholders and their representatives, so far as a resolution of
the board can bind them, and shall be sufficient authority for all acts and
proceedings in conformity therewith, so far as the board can authorize the same.
Executive directors, chairman and secretary
(L.N. 61 of 1969)
115. Executive directors
A director may hold any other office or place of profit under the bank (other
than the office of auditor) in conjunction with his office of director for such period
and on such terms (as to remuneration and otherwise) as the directors may
determine. A director, notwithstanding his interest, may be counted in the quorum
present at any meeting whereat he or any other director is appointed to hold any
such office or place of profit under the bank or whereat the terms of any such
appointment are arranged, and he may vote on any such appointment or
arrangement other than his own appointment or the arrangement of the terms
thereof. Directors holding such office or place of profit shall be known as executive
directors. The number of executive directors at any one time shall not exceed one
third of the total number of directors.
(L.N. 61 of 1969)
116. Chairman
The board may from time to time entrust to and confer upon the chairman or a
deputy chairman who is an executive director separately together or in the
alternative such of the powers exercisable under these regulations by the board
(other than its power to make calls on shares) as it may think fit, and may
confer such powers for such time, and to be exercised for such objects and
purposes, and upon such terms and conditions and with such restrictions, as the
board thinks expedient, and it may confer such powers collaterally with or to
the exclusion of or in substitution for all or any of the powers of the board in
that behalf, and may from time to time revoke, withdraw, alter or vary all or
any of such powers.
(L.N. 61 of 1969)
117. Secretary
A secretary shall be appointed by the directors for such term and at such
remuneration and upon such conditions as they may think fit and any secretary
so appointed may be removed by them.
(L.N. 61 of 1969)
Local management
118.Management of business outside Hong Kong;
local committee; delegation of powers;
regulation 89; powers of attorney and
delegation by attorneys
The following provisions shall have effect-
(a)the board may from time to time provide for the management
and transaction of the affairs of the bank outside Hong Kong
and in any specified locality in such manner as it thinks fit, and
the provisions contained in the next following paragraphs shall
be without prejudice to the general powers conferred by this
paragraph;
(b)the committee as constituted on 17 May 1929 in London shall
continue for as long as the board in its discretion may think fit;
the board may also establish, in such places and for such length
of time as the board in its discretion may think fit, any other
committees for consultation about the affairs of the bank outside
Hong Kong and in any specified locality, and may appoint any
persons to be members of such committee and may fix their
remuneration; the board may also from time to time and at any
time discontinue any committee or change the personnel thereof,
(c)the board from time to time and at any time may delegate to
any persons so appointed any of the powers, authorities and
discretions for the time being vested in the board with regard to
the conduct of the business of the bank (other than the power to
make calls), with power to sub-delegate, and may authorize the
members for the time being of any such committee as is mentioned in
paragraph (b) or any of them, to fill any vacancies therein and to act
notwithstanding vacancies; and any such appointment or delegation
may be made on such terms and subject to such conditions as the
board may think fit; and the board may at any time remove any
member for the time being of any such committee, and may annul or
vary any such appointment or delegation, but no party dealing in
good faith and without notice of such annulment or variation shall be
affected thereby;
(d)the provisions of regulation 89 shall apply mutatis mutandis to any
member of any such committee;
(e)the board may at any time and from time to time, by power of attorney
under seal, appoint any person to be the attorney of the bank for such
purposes and with such powers, authorities and discretions (other
than power to make calls) and for such period and subject to such
conditions as the board may from time to time think fit, and any such
appointment may (if the board thinks fit) be made in favour of any
director or any one or more of the shareholders or any member of any
such committee so constituted or established as aforesaid, or in
favour of any company or of the members, directors, nominees or
managers of any company or firm, or otherwise in favour of any
fluctuating body of persons, whether nominated directly or indirectly
by the board, and any such power of attorney may contain such
powers for the protection or convenience of persons dealing with
such attorney as the board may think fit;
any such attorney as aforesaid may be authorized by the board to
sub-delegate all or any of the powers, authorities and discretions for
the time being vested in him.
(L.N. 157 of 1987)
The common seal
119. (Repealed L.N.---157of 1987)
120. Custody, attestation and change
(1) The common seal shall be under the charge of the board which may from
time to time give such directions as it thinks fit for the custody and use thereof.
(2) All deeds or instruments requiring the common seal of the bank shall be
signed by one director and countersigned by the secretary or by such other officer
of the bank as may be authorized to do so by the board. (8 of 1946 s. 2; L.N. 61 of
1969)
(3) The common seal may from time to time be altered, broken or destroyed and
a new seal substituted by the board as it may think fit.
The official seal
121. Official and securities seats
(1) The bank shall have for use in London, and if the board considers it
expedient, at any other of its establishments, an official seal, which shall be a
facsimile of the common seal with the addition on its face of the word 'London' or
the name of the territory, district or place, as the case may be, where it is to be used.
(1A) The bank may have for use for sealing certificates of title to shares such
number of official seals as the board may from time to time determine, each such
official seal being a facsimile of the common seal with the addition on its face of the
word 'securities' and being called a 'securities seal'. (L.N. 106 of 1980; L.N. 157 of
1987; L.N. 334 of 1989)
(2) The manager or acting manager of the bank for the time being duly
appointed by the bank in London and in any other place where such establishment
as aforesaid is situate shall have power to affix the seal authorized to be used at such
establishment to any deed or other document to which the bank is party. (8of 1946s.
2;37of.1950 Schedule)
(3) The authority of such manager or acting manager shall as between the bank
and any person dealing with such manager or acting manager continue until notice
of the revocation or determination of the authority of the manager or acting manager
has been given to the person dealing with him. (8 of 1946 s.2)
(4) A deed or other instrument to which an official seal is duly affixed shall bind
the bank and have the same effect as if it had been sealed with the common seal.
(G.N.A. 86 of 1960)
Capitalization of undivided profits
122. Method of distribution
(1) The shareholders in general meeting may at any time pass a resolution to the
effect that it is desirable to capitalize any sum or sums of money being part of the
undivided profits of the bank standing to the credit of the bank's
reserve fund or funds or profit and loss account or any sum or sums of money
standing to the credit of the bank's share premium account, and accordingly
that such sum or sums be distributed as a bonus among the shareholders in
proportion to the shares held by them respectively, and that the board be
authorized to distribute among the shareholders any unissued shares or new
shares in like proportions. (L.N. 334 of 1989)
(2) When any such resolution has been passed, the board may allot and
issue to shareholders, as nearly as may be in proportion to the shares held by
them respectively and in satisfaction of the said bonus, the unissued shares or
new shares credited as paid up shares to the extent of the proportionate amount
payable to such shareholders in pursuance of the said resolution, with full
power to deal with fractions in any manner which it may in its absolute
discretion determine (including making provision for their retention by the
Bank), and prior to such allotment the board may authorize any person on
behalf of the shareholders to enter into any agreement with the bank providing
for the allotment to them of such shares credited as paid up shares as aforesaid,
and in satisfaction as aforesaid, and any agreement made under such authority
shall be effective. (L.N. 97 of 1977)
Dividends
123. Disposition of profits
Subject to the provisions of these regulations and to the rights of holders of
shares issued upon special conditions, and to any arrangement that may be
made by the shareholders to the contrary, and subject as to shares not fully paid
to any special arrangement made as regards money paid in advance of calls, the
profits of the bank for the time being available for dividend, which it is from
time to time determined to divide in respect of any year, shall be divided among
the shareholders in proportion to the capital paid or credited on the shares held
by them respectively.
124.Declaration of dividends; employees' bonuses;
proportionate and interim dividends
The board may, with the sanction of the shareholders in general meeting,
declare a dividend to be paid to the shareholders according to their rights and
interest in the profits and may fix the time for payment, and may with the like
sanction declare and pay a dividend out of any reserve fund and fix the time for
payment thereof, and may with the like sanction declare bonuses to the bank's
employees or any of them:
Provided always that if shares have been issued during the course of a
financial year the holder thereof shall, subject to any arrangement made by the
board to the contrary, only be entitled to have paid to him in respect of dividends on
such shares a proportionate part of the dividends for such financial year calculated
on the proportionate part of the year from the dates on which the calls on such
shares were payable, treating such dividends as earned rateably over the whole year
or other financial period to which the dividend relates. The board may from time to
time pay to the shareholders such interim dividend as in its judgment the position of
the bank justifies.
125. Capital paid in advance
Where capital is paid up in advance of calls upon the footing that the same
shall carry interest, such capital shall not whilst carrying interest confer a right to
participate in the profits.
126.Dividends to be paid out of profits;
special power of board
No dividend shall be payable except out of the profits of the bank (whether
standing to the credit of the bank's reserve fund or funds, profit and loss account or
otherwise available for distribution), and the declaration of the board as to the
amount available for dividend shall be conclusive. Provision if any for any loss
realized or estimated or apprehended may, when thought fit, be spread over such
period of time and by such instalments as the board thinks fit.
(L.N. 334 of 1989)
127. Restriction on amount of dividends
No larger dividend shall be declared than is recommended by the board, but the
shareholders in general meeting may declare a smaller dividend or bonus.
128. Dividend not to carry interest
No dividend shall bear interest against the bank.
129. Debts may be deducted
The directors may retain any dividends upon which the bank has a lien, and
may apply the same in or towards satisfaction of the debts, liabilities or
engagements in respect of which the lien exists.
130. effect of transfer
Notwithstanding any other provision of these regulations, the board may fix
any date as the record date for any dividend, distribution, allotment or issue
and such record date may be on or at any time before or after any date on
which such dividend, distribution, allotment or issue is declared, paid or made.
A transfer of shares shall not pass the right to any dividend declared thereon
before the registration of the transfer.
(L.N. 157 of 1987)
131. Retention of dividend in certain cases
The directors may retain any dividend payable upon shares in respect
of which any person is under the transmission clause entitled to become a
shareholder, or which any person under that clause is entitled to transfer, until
such person becomes a shareholder in respect thereof or duly transfers the
same.
132. Currency and rate of exchange of dividends
Dividends shall be paid in such currency or currencies and at such rate of
exchange as the board may resolve and the board may further resolve that such
dividend be satisfied wholly or in part by the distribution of specific assets
of any kind, and in particular any shares or securities of any other body
corporate, provided always that no dividend shall be made which would
amount to a reduction of capital. For the purpose of giving effect to any such
dividend as aforesaid the board may settle any difficulty which may arise in
regard to the dividend as it shall think fit, and in particular may issue fractional
certificates or authorize any person to sell and transfer any fractions or may
ignore fractions altogether, and may fix the value for distribution purposes of
any such specific assets and the board may authorize any person on behalf of
the shareholders to enter into an agreement with the bank providing for the
payment to such person of any such specific assets or cash in trust on such
terms as may seem expedient to the board, and any agreement made under such
authority shall be effective.
(L.N. ]57of 1987)
132A. Scrip dividends
(1) In respect of any dividend proposed to be paid or declared by
the board or by the shareholders in general meeting, the board may pass
a resolution to the effect: either
(a)That each shareholder entitled to such dividend be entitled to
elect to receive an allotment of shares credited as fully paid in lieu
of the whole or such part of the dividend as the board may think
fit. In such case, the following provisions shall apply:
(i)the basis of any such allotment shall be determined by the
board;
(ii)the board shall determine the manner in which shareholders shall
be entitled to elect to receive an allotment of shares credited as
fully paid in lieu of the whole or such part of any dividend in
respect of which the board shall have passed such a resolution
as aforesaid, and the board may make such arrangements as to
the giving of notice to shareholders, providing for forms of
election for completion by shareholders (whether in respect of a
particular dividend or dividends or generally), determining the
procedure for making such elections or revoking the same and
the place at which and the latest date and time by which any
forms of election or other documents by which elections are
made or revoked must be lodged, and otherwise make all such
arrangements and do all such things, as the board considers
necessary or expedient in connection with the provisions of this
paragraph (1)(a);
(iii) the right of election may be exercised in respect of the whole of
that portion of the dividend in respect of which the right of
election has been accorded provided that the board may
determine, either generally or in any specific case, that such
right shall be exercisable in respect of the whole or any part of
such portion;
(iv) the dividend (or that part of the dividend in respect of which a
right of election has been accorded) shall not be payable on
shares in respect whereof the share election has been duly
exercised ('the elected shares') and in lieu and in satisfaction
thereof shares shall be allotted credited as fully paid to the
holders of the elected shares on the basis of allotment
determined as aforesaid and for such purpose the board shall
capitalize and apply out of any part of any of the bank's reserve
accounts (including any share premium account) or profit and
loss account or out of any amount otherwise available for
distribution as the board may determine, a sum equal to the
aggregate nominal amount of shares to be allotted on such basis
and apply the same in paying up in full the appropriate number
of unissued shares for allotment and distribution to and amongst
the holders of the elected shares on such basis; or
(b) That such dividend be satisfied wholly or in part in the form of an
allotment of shares credited as fully paid provided that each
shareholder entitled thereto will be entitled to elect to receive such
dividend (or part thereof) in cash in lieu of such allotment. In such
case, the following provisions shall apply:
(i) the basis of any such allotment shall be determined by the
board;
(ii) the board shall determine the manner in which shareholders
shall be entitled to elect to receive cash in lieu of such an
allotment, and the board may make such arrangements as to
the giving of notice to shareholders, providing for forms
of election for completion by shareholders (whether in res-
pect of a particular dividend or dividends or generally),
determining the procedure for making such elections or
revoking the same and the place at which and the latest date
and time by which any forms of election or other documents
by which elections are made or revoked must be lodged, and
otherwise make all such arrangements and do all such
things, as the board considers necessary or expedient in
connection with the provisions of this paragraph (1)(b);
(iii)the right of election may be exercised in respect of the whole
of that portion of the dividend in respect of which the right
of election has been accorded provided that the board may
determine, either generally or in any specific case, that such
right shall be exercisable in respect of the whole or any part
of such portion;
(iv) the dividend (or that part of the dividend to be satisfied by
the allotment of shares as aforesaid) shall not be payable in
cash on shares in respect whereof the cash election has not
been duly exercised ('the non-elected shares') and in lieu
and in satisfaction thereof shares shall be allotted credited as
fully paid to the holders of the non-elected shares on the
basis of allotment determined as aforesaid and for such
purpose the board shall capitalize and apply out of any part
of any of the bank's reserve accounts (including any share
premium account) or profit and loss account or out of any
amount otherwise available for distribution as the board
may determine, a sum equal to the aggregate nominal
amount of shares to be allotted on such basis and apply
the same in paying up in full the appropriate number of
unissued shares for allotment and distribution to and
amongst the holders of the non-elected shares on such basis.
(2) Shares allotted pursuant to paragraph (1) of this regulation shall rank
pari passu in all respects with all other shares in the bank then in issue save only
as regards participation:
(a) in the relevant dividend (including the right to make either of the
elections referred to above); or
(b)in any other distributions, bonuses or rights paid, made, declared or
announced prior to or contemporaneously with the payment or
declaration of the relevant dividend,
unless the board shall otherwise specify contemporaneously with the
announcement by it of its proposal to apply the provisions of paragraph (1) of this
regulation to the relevant dividend or with the announcement of the distribution,
bonus or rights in question.
(3) The board may allot and issue any shares pursuant to paragraph (1) of this
regulation without any further authority or consent from shareholders and may do all
such other acts and things considered necessary or expedient to give effect to any
capitalization pursuant to the provisions of paragraph (1) of this regulation with full
power to deal with fractions in any manner which it may in its absolute discretion
determine (including making provision for their retention by the bank). The board
may authorize any person to enter into, on behalf of all the shareholders interested,
an agreement with the bank providing for the allotment to them of such shares on the
terms determined as aforesaid and any agreement made under such authority shall be
effective.
(4) The board may on any occasion determine that rights of election under
paragraph (1) of this regulation shall not be made available to shareholders who are
registered in the register of shareholders, or in respect of shares the transfer of
which is registered, after such date as the board may fix subject to such exceptions
as the board thinks fit, and in such event the provisions aforesaid shall be read and
construed subject to such determination. (L.N. 334 of 1989)
(5) The board may on any occasion determine that rights of election and the
allotment of shares under paragraph (1) of this regulation shall not be made available
or made to any shareholders with registered addresses in any territory where in the
absence of a registration statement or other special formalities the circulation of an
offer of such rights of election or the allotment of shares would or might be unlawful,
and in such event the provisions aforesaid shall be read and construed subject to
such determination.
(6) Notwithstanding the foregoing provisions, if at any time after the
announcement of the board's proposal to apply the provisions of paragraph (1) of
this regulation in relation to any dividend but prior to the allotment of shares
pursuant thereto, the board shall consider that by reason of any event or
circumstance arising after such announcement it is no longer expedient or
appropriate to implement that proposal, the board may at its discretion cancel the
proposed application of paragraph (1) of this regulation. (L.N. 334 of 1989)
(L.N. 157 of 1987)
133. Payments to joint holders
Any one of several persons who are registered as the joint holders of any
shares may give effectual receipts for all dividends and payments on account of
dividends in respect of such shares.
134. Payment by post
Unless otherwise directed by the board any dividend may be paid by
cheque or warrant sent through the post to the registered address of the
shareholder entitled, or in case of joint holders to the registered address of that
one whose name stands first on the shareholders register in respect of the joint
holding or to any person at such address as the shareholder or joint holders
may in writing direct, and every cheque or warrant so sent shall be made
payable to the order of the shareholder or joint holders, and the payment of any
such cheque or warrant shall operate as a good discharge to the bank in respect
of the dividend represented thereby, notwithstanding that it may subsequently
appear that the same was stolen or that the indorsement thereon was forged.
(L.N. 157 of 1987)
135. Unclaimed dividends
All dividends unclaimed for one year after having been declared may be
invested or otherwise made use of by the board for the benefit of the bank until
claimed, and all dividends unclaimed for six years after having been declared
may be forfeited by the board for the benefit of the bank.
Accounts
136. Accounts to he kept
The directors shall cause true accounts to be kept of the sums of money
received and expended by the bank and of the matters in respect of which such
receipt and expenditure take place, and of the assets, credits and liabilities of the
bank and of all other matters necessary for showing the true state and condition
of the bank.
137. Balance sheets to be prepared every year
The accounts of the bank shall be balanced, and the financial state of the
bank shall be ascertained under the superintendence of the board, once in every
year, up to the 3 1st December in every year or such other date as the board may
determine, and a profit and loss account and balance sheet showing the
financial state of the bank up to and on the day of such balancing shall be
made.
138.Profit and loss account, balance sheet and
auditors' report to he sent to shareholders
twenty-one days before meeting
At least twenty-one days before the annual general meeting a printed copy
of the report of the directors and of the profit and loss account and balance
sheet as audited and of the auditors' report thereon, a copy of which shall be
attached thereto, shall be sent by the board to the registered address of every
shareholder.
(L.N. ]57of 1987)
139.Profit and loss account and balance sheet may
be inspected by shareholders before meeting
A copy of the profit and loss account and balance sheet of the bank from
time to time intended for presentation to an annual general meeting shall be
open to the inspection of shareholders at the head office at all reasonable times
in the day during two days before the meeting.
(L.N. ]57of 1987)
140. Copy of report and balance sheet
to he sent to Governor
A copy of such account and balance sheet shall, within two days next after
the day of such meeting, be sent by the board to the Governor.
141.Profit and loss account and auditors' report
to he laid before annual general meeting
At every annual general meeting the board shall lay before the
shareholders a duly audited profit and loss account and balance sheet
containing a general summary of the assets and liabilities of the bank, made up
to the end of the financial year next preceding such meeting from the time when
the last preceding account and balance sheet were made up, together with the
auditors' report, which latter report shall be attached to the balance sheet and
shall be read out at such meeting and shall contain such particulars as are set
out in regulation 145(2).
(L.N. 157 of 1987)
142. Annual report and balance sheet
Every such balance sheet shall be accompanied by the report of the board
as to the state and condition of the bank, and as to the amount which the board
recommends to be paid by way of dividend to the shareholders, and the amount
(if any) which the board proposes to carry to reserves. The report shall be
signed by the chairman or a deputy chairman and the balance sheet shall be
signed by three directors and by either the secretary or a general manager, if
any.
(L.N. ]57of 1987)
Audit
143. Accounts to he audited yearly
Once at least in every year the accounts of the bank shall be examined and
the correctness of the profit and loss account and balance sheet ascertained by
two or more auditors.
144. Appointment and remuneration of auditors
(1) The shareholders shall at each annual general meeting appoint an
auditor or auditors to hold office until the next annual general meeting. Every
retiring auditor shall, if qualified, be eligible for re-election.
(2) If an appointment of auditors is not made at an annual general
meeting, the board shall appoint an auditor or auditors for the current year and
fix the remuneration to be paid to them by the bank for their services.
(3) A director or officer of the bank or a partner or employee of such
director shall not be capable of being appointed auditor of the bank.
(4) A person, other than a retiring auditor, shall not be capable of being
appointed auditor at an annual general meeting unless notice of an intention to
nominate that person to the office of auditor has been given in writing by a
shareholder to the chairman of the bank not less than 14 days before the annual
general meeting, and the bank shall send a copy of any such notice to the
retiring auditor, and shall give notice thereof to the shareholders by adver-
tisement in an English newspaper printed and circulating in Hong Kong, not
less than 7 days before the annual general meeting: (L.N. 61 of 1969)
Provided that if, after a notice of the intention to nominate an auditor has
been so given, an annual general meeting is called for a date 14 days or less after
that notice has been given, the notice, though not given within the time required
by this provision, shall be deemed to have been properly given for the purposes
thereof, and the notice to be sent or given by the bank may, instead of being
sent or given within the time required by this provision, be sent or given at the
same time as the notice of the annual general meeting.
(5) The board may fill any casual vacancy in the office of auditor but
while any such vacancy continues the surviving or continuing auditor or
auditors, if any, may act.
(6) The remuneration of the auditors of the bank shall be fixed by the
shareholders in general meeting or in such manner as the shareholders in
general meeting may determine, except that the remuneration of any auditors
appointed to fill any casual vacancy shall be fixed by the board.
(L.N. ]57of 1987)
145. Powers and duties of auditors
(1) Every auditor shall at all reasonable times have a right of access to the
books and accounts and vouchers and returns of the bank in Hong Kong and shall
be entitled to require from the directors and officers of the bank such information
and explanations as may be necessary for the performance of his duties, but as
regards the books and accounts of any establishment beyond the limits of Hong
Kong it shall be sufficient if the auditors be allowed access to such copies thereof
and extracts therefrom as have been transmitted to the head office.
(2) The auditors shall make a report to the shareholders on the accounts
examined by them and on every balance sheet laid before the shareholders in general
meeting during their tenure of office, and the report shall state~
(a)whether or not they have obtained all the information and
explanations they have required; and
(b)whether in their opinion the balance sheet referred to in the report is a
full and fair balance sheet properly drawn up, so as to exhibit a true
and correct view of the state of the bank's affairs according to the best
of their information and the explanations given to them, and as shown
by the books and returns of the bank.
(L.N. 157 of 1987)
146. Auditor need not be shareholder
It shall not be requisite that an auditor be a shareholder, but the auditors may
be shareholders, of the bank.
147. Director not to he auditor
If an auditor be appointed a director or other officer or servant of the bank, he
shall immediately thereupon cease to be an auditor.
148. Resignation or removal of auditor
Any auditor may resign his office or may be removed from office by a vote of
any general meeting or may, subject to the approval of the Governor, be removed by
the board.
149. When accounts to he deemed finally settled
Every profit and loss account and balance sheet, when audited and approved
by a general meeting, shall be conclusive except as regards any error discovered
therein within three months next after the approval thereof. Whenever any such error
is discovered within that period, the account shall forthwith be corrected and
thenceforth shall be conclusive.
Yearly statements
150. Publication of yearly statements
The board shall, not later than six months after the close of any financial
year, cause to be published in at least one leading English language daily
newspaper and one leading Chinese language daily newspaper printed and
circulating in Hong Kong:
(a)copies of the audited balance sheet for the year, and any notes
thereon, the profit and loss account and the auditors' report
made pursuant to the Companies Ordinance;
(b)the full names of all persons who are for the time being directors,
general managers or secretary of the bank; and
(c)the names of all subsidiaries for the time being of the bank
and shall thereafter exhibit them throughout the year in a
conspicuous place in the head office of the bank and each local
branch in Hong Kong, together with a copy of the directors'
report laid before the bank in general meeting.
(L.N. 334 of 1989)
151. Furnishing of returns to the Governor
The board shall also, if and whenever so required by the Governor,
produce and submit to him or to such persons as he appoints for that purpose
for his or their inspection and examination, the several returns from which such
general yearly statement is prepared, and such further information as to the
state and proceedings of the establishments of the bank as the Governor from
time to time requires to be furnished.
Notice
152. Notices to shareholders
(1) Any notice to be given by the bank to shareholders either generally or
individually shall be sufficiently given by advertisement once at least in one
leading English language daily newspaper and one leading Chinese language
daily newspaper printed and circulating in Hong Kong.
(2) The production in any court of justice of any such newspaper
containing any such advertisement shall be sufficient proof of the giving of any
such notice as regards all persons and for every purpose.
(L.N. ]57of 1987)
153. Notices by shareholders to bank
Notice to be given on the part of shareholders to the bank shall be left at or
sent through the post to the chairman and addressed to the head office.
(L.N. 61 of 1969)
154. Transferee bound by notice
Every person who by operation of law, transfer, transmission or other means
whatsoever becomes entitled to any share shall be bound by every notice in respect
of such share which previously to his name and address being entered upon the
shareholders register has been duly given to the party from whom he derives his title
to such share.
155. How notice to he signed
The signature to any notice to be given by the bank may be in writing or
printed or lithographed or stamped.
156. How time to he counted
Where a given number of days' notice, or notice extending over any other
period, is required to be given, the date on which the advertisement first appears
shall be counted in such number of days or other period.
Shareholders not entitled to certain information
confidential information
No shareholder shall be entitled to require discovery of or any information
respecting any detail of the bank's trading or banking business or any matter which
is or may be a business secret or which may relate to the conduct of the business of
the bank if in the opinion of the board it is inexpedient in the general interests of the
shareholders to give the information required.
Indemnity-individual responsibility
and individual responsibility
Subject to the provisions of the Companies Ordinance, every member of the
board, or of any committee thereof, member of any local committee, chief
general manager, general manager, inspector, manager, sub-manager, agent,
sub-agent, chief accountant, accountant or other officer of the bank, his heirs,
executors and administrators, shall be indemnified and saved harmless out of
the funds of the bank from and against all costs, charges, losses, damages and
expenses whatsoever which any such person as aforesaid may incur or become
liable to by reason of any contract entered into or act or thing done by him in
the proper execution of his own respective powers, duties, office and trust; and
every such person as aforesaid, his heirs, executors and administrators, shall be
indemnified and saved harmless out of the funds of the bank from and against
all actions, suits, claims and demands whatsoever brought or made against him
or them in respect of any engagement or any liability of the bank, except
such as may be incurred or occasioned by or through his own dishonesty or
negligence.
Subject to the provisions of the Companies Ordinance, no such person as
aforesaid shall be answerable for the acts, receipts, neglects or defaults of
the other or others of them, or for joining in any receipt or other act for
conformity, or for any person with or to whom any moneys or effects belonging
to the bank are lodged or deposited for safe custody or come, or for any loss or
expense happening to the bank through the insufficiency or deficiency of title to
any property acquired by order of the board for or on behalf of the bank, or for
the insufficiency or deficiency of, or for any defect of title of the bank to, any
security in or upon which any of the moneys of the bank are invested, or for
any loss or damage arising from the bankruptcy, insolvency or tortious act of
any person with whom any moneys, securities or effects of the bank are
deposited, or for any loss or damage occasioned by any error of judgment.
omission, default or oversight on his part, or for any other loss, damage or
misfortune whatever which happens in the execution of the duties of his office
or in relation thereto, unless the same happens through his own dishonesty or
negligence.
(L.N. 61 of 1969; L.N. 334 of 1989)
Arbitration
159. Arbitrators between the bank and
shareholder or successors
Whenever any difference arises between the bank on the one hand and any
of the shareholders, their heirs, executors, administrators or assigns on the
other hand, touching the true intent or construction of the Ordinance or of
these regulations, or touching any act or thing to be done, omitted or suffered
in pursuance of the Ordinance or these regulations, every such difference shall
be referred to the arbitration of 2 arbitrators one to be appointed by each party
and such arbitration shall be carried out in Hong Kong under the Arbitration
Ordinance (Cap. 341) in the same way as if the bank and any such shareholder
had entered into a written agreement to submit any such difference to
arbitration.
Dissolution
160. Dissolution on loss of half of paid-up capital
If and when it appears upon or is certified by any report of the auditors or
any report of the board that one-half of the capital actually paid up has been
lost in the course of business or otherwise, then and in any such case the bank
shall thereupon be ipso facto dissolved.
161.Dissolution on adverse joint report
of board and auditors
If and when it appears upon or is certified by any joint report of the board
and the auditors that the business of the bank cannot be further prosecuted or
that the affairs thereof cannot be arranged with a prospect of benefit to the
bank and such report is adopted by a resolution at any general meeting, then
the bank shall be dissolved at such period not less than two months after the
time of passing the resolution as is fixed by the resolution, or if such period be
not so fixed, then at such period not less than two months after the day of
holding the meeting as the board shall fix, unless the resolution of the meeting
or of the board be revoked by an extraordinary general meeting held before the
time fixed for dissolution.
162. Board to have conduct of dissolution
The board shall have full power to carry the dissolution of the bank,
however it may happen, into effect by all necessary ways and means, and all
powers and authorities vested in or exercisable by or which but for
the dissolution would be vested in or exercisable by the board under these
regulations or otherwise shall, notwithstanding and after the dissolution,
remain and be vested in or exercisable by the board and in full force for the
purpose of working out the dissolution and winding up the affairs of the bank.
163.Power of board to make calls, execute necessary
documents and distribute surplus assets
For the purpose of the dissolution the board from time to time in its
discretion may call up from the shareholders and enforce payment of all
moneys which they respectively are liable to pay either under the Ordinance or
these regulations towards the discharge of the bank's liabilities, and may do and
execute all such deeds and things whatsoever for getting in and disposing of the
property and discharging, so far as the assets extend, the debts and liabilities of
the bank and distributing amongst the shareholders the surplus assets (if any)
of the bank, and finally winding up and closing the affairs of the bank, and
putting an end thereto, as the board thinks fit.
Jurisdiction
164. Orders etc. of Supreme Court
to bind shareholders
All orders or judgments made or given by the Supreme Court in respect of
the bank or its affairs or its shareholders shall be binding on all the shareholders
wherever residing, and may be enforced against any shareholders residing
outside Hong Kong through the medium of the court of justice exercising
jurisdiction in the place where such shareholder resides, and no shareholder
shall be entitled to dispute or question the validity or effect of any such order or
judgment if application is made to any court outside Hong Kong to enforce the
same.
(L.N. ]57of 1987)
Authentication of document or proceeding
165. Authentication of document or proceeding
Any document or proceeding requiring authentication by the bank may be
signed by any authorized officer of the bank and need not be under its common
seal.
Copy of Ordinance and regulations
166. Copy of Ordinance and regulations
The bank shall send to every shareholder, at his request, and on payment
of five dollars or such less sum as the board may direct, one copy of the
Ordinance and of these regulations.
APPENDIX 1 [reg. 1
................. Register Number of Shares
No . ...................................................................................
THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED
Incorporated in Hong Kong with Limited Liability
THIS IS TO CERTIFY that
is/are the Registered Proprietor(s) of
shares of $2.50 each fully paid of THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED subject to the terms and conditions of the Ordinance and
Regulations of the Corporation.
GIVEN under the Common Seal of the Corporation HONG KONG, this
day of 19
............-************ ..........---
Secretary ...Director
Registered re
.............................................................
The Corporation will not transfer any shares without the production of a Certificate relating to
such shares and the Certificate must be surrendered before any Instrument of Transfer, whether
for the whole or any portion thereof can be registered, or a new Certificate issued in exchange.
(L.N. 61 of 1969; L.N. 333 of 1989; L.N. 334 of 1989)
..................APPENDIX 2 [reg. 531
............................. Register.
THE HONGKONG AND SHANGHAI BANKING
CORPORATION LIMITED
Transfer of shares
I . ................of
in consideration of
..................................................................................................................
...........
paid to me by
..................................................................................................................
...................
Of ..........................................(herein
called 'the said transferee') do hereby transfer to the said transferee
................................................
shares in the Hongkong and Shanghai Banking Corporation Limited to hold unto the said
transferee subject to the several conditions on which I hold the same: and I the said transferee do
hereby agree to take the said shares subject to the conditions aforesaid.
.AS WITNESS our Hands the .................day
of .......................................... one thousand and nine
hundred and
...................................................................................................................
...................
(G.N.A. 86 of 1960; L.N. 333 of 1989)
APPENDIX 3 [reg. 781
APPOINTMENT OF A PROXY
I [A.B.] of a
shareholder of and in The Hongkong and Shanghai Banking Corporation Limited and
entitled to votes hereby appoint
[C.D. 1 of or failing him
of as my Proxy to vote for me and on my behalf
at the annual [or extraordinary as the case may be] General Meeting of the said Corporation to be
held on the day of
'19 and at any adjournment thereof.
AS WITNESS my hand this day of '19
SIGNED by the said
in the presence of
........................
(37 of 1950 Schedule; L.N. 333 of 1989; L.N. 334 of
1989)