THE HONG KONG AND CHINA GAS COMPANY (TRANSFER OF INCORPORATION) ORDINANCE

THE HONG KONG AND CHINA GAS COMPANY (TRANSFER OF INCORPORATION) ORDINANCE

LAWS OF HONG KONG

THE HONG KONG AND CHINA GAS COMPANY

(TRANSFER OF INCORPORATION) ORDINANCE

CHAPTER 1022





CHAPTER 1022

THE HONG KONG AND CHINA GAS COMPANY
(TRANSFER OF INCORPORATION)

To provide that conditionally upon The Hong Kong and China Gas
Company Limited, a company incorporated in England, being
authorized under the law of the United Kingdom to become a
company incorporated under the Companies Ordinance, it may
become a company so incorporated,. andfor purposes incidental
and ancillary thereto.

[12 March 1982.]

1. This Ordinance may be cited as The Hong Kong and China Gas
Company (Transfer of Incorporation) Ordinance.

2. (1) Subject to subsection (2), words and expressions used in this
Ordinance have,, unless the context otherwise requires, the same
meaning as those words and expressions have in the Companies
Ordinance.

(2) In this Ordinance, unless the context otherwise requires-

'certified' means certified by any two directors of the company to be a
true copy;

'the company' means the company incorporated under the Joint Stock
Companies Act, 1856 of the United Kingdom and, subject to the
Companies Act 1980 of the United Kingdom, named 'The Hong
Kong and China Gas Company Limited

'transfer date' means the date of the certificate of incorporation issued
pursuant to section 4(1).

3. (1) At any time after the commencement of this Ordinance the
company may deliver to the Registrar the documents specified by
subsection (2) and, subject to the payment of the fee specified by
subsection (3), the Registrar shall retain and register them.

(2) The documents referred to in subsection (1) are-

(a) a certified printed copy of this Ordinance;

(b)a certified printed copy of the Act of the Parliament of the
United Kingdom enabling the company to become a company
incorporated under the Companies Ordinance;

(c)a certified copy of a certificate issued by the Registrar of
Companies of England to the effect that the company was
incorporated under the Joint Stock Companies Act, 1856 of
the United Kingdom;

(d)a notice of the situation of the office in Hong Kong which
will, upon the issue by the Registrar of the certificate of
incorporation referred to in section 4(1), be the registered
office of the company;





(e)a certified printed copy of the memorandum and articles of the
company in the forms in which they will take effect upon the
issue by the Registrar of the certificate of incorporation
referred to in section 4(1);

a certified copy of the latest annual return of the company to
have been delivered to the Registrar of Companies of England
as at the date of delivery thereof to the Registrar pursuant to
subsection (1), together with copies of all documents which
pursuant to the Companies Acts 1948 to 1981 of the United
Kingdom were required to be delivered with such annual
return;

(g)a return of the directors of the company as at the date of
delivery thereof to the Registrar, which return shall be in the
form prescribed in relation to section 158 of the Companies
Ordinance and shall contain the particulars specified in such
section; and

(h)in relation to each charge, if any, (being a charge falling within
any of the descriptions contained in paragraphs (a) to (i) of
section 80(2) of the Companies Ordinance) created by the
company and in respect of which the debt for which it was
given has not been paid or satisfied, the particulars prescribed
in relation to section 80 of the Companies Ordinance and a
certified copy of both the instrument, if any, by which such
charge was created or evidence and the entry in respect of
such charge in the register of charges kept by the Registrar of
Companies of England, provided that if no such charge,
instrument or (as the case may be) entry shall exist there shall
instead be delivered to the Registrar a statutory declaration by
any two directors of the company to the effect that no such
charge, instrument or (as the case may be) entry exists.

(3) A fee of $1,140,000 shall be payable by the company to the
Registrar and the company shall be exempt from any other fees under
the Companies Ordinance in respect of its deemed incorporation
thereunder, the authorized share capital of the company specified in the
form of memorandum set out in the Schedule or the capitalization at any
time of any amount standing, on the transfer date, to the credit of the
company's share premium account.

4. (1) On the registration of the documents specified in section 3(2)
and the payment of the fee specified in section 3(3), the Registrar shall
enter in the register of companies formed and registered under the
Companies Ordinance the name of the company as 'The Hong Kong
and China Gas Company Limited' and shall issue, under his hand, a
certificate of incorporation in respect of the company altered to reflect
the change in the name of the company (if any) and the transfer of
registration from England of the company, which certificate of
incorporation shall state that the company is limited.





(2) With effect on and from the transfer date-

(a)the company shall be deemed to be a company duly
incorporated under the Companies Ordinance which
shall, subject to this Ordinance, extend and apply to the
company as such a company, and persons and matters
associated therewith, and the company shall be capable
forthwith of exercising all the functions of a company
incorporated under the Companies Ordinance and having
perpetual succession, and a common seal but with such
liability on the part of the members to contribute to the
assets of the company in the event of its being wound up as
is mentioned in the Companies Ordinance; and

(b)Part XI of the Companies Ordinance shall cease to apply
to the company and the Registrar shall retain such of
the documents relating to the company and registered
pursuant to that Part and Part XII of the Companies
Ordinances as he thinks fit.

(3) Nothing in this Ordinance shall operate-

(a) to create a new legal entity;

(b) to prejudice or affect the continuity of the company;

(c) to affect the property of the company;

(d)to render defective any legal or other proceedings in-
stituted or to be instituted by or against the company or
any other person; or

(e)except to the extent provided by this Ordinance, to affect
any rights, powers, authorities, duties, functions, liabilities
or obligations of the company or any other person.

(4) A certificate of incorporation issued by the Registrar
pursuant to subsection (1) shall be conclusive evidence that all
requirements of this Ordinance in respect of registration and of
matters precedent and incidental thereto have been complied with
and that the company is, on and from the date specified in the
certificate, duly registered under the Companies Ordinance and this
Ordinance.

5. (1) Sections 22(2), 43(1) and 112 of the Companies
Ordinance shall not apply to the company.

(2) For the avoidance of doubt and notwithstanding anything
in the Companies Ordinance or in the memorandum and articles of
the company-

(a)the first profit and loss account and balance sheet that
the company shall be required by section 122 of the
Companies Ordinance to lay before the company in
general meeting shall be a profit and loss account for, and a





balance sheet as at the last day of, the financial year of the
company within which the transfer date falls;

(b)the first general meeting that the company shall be required
by section 111 of the Companies Ordinance to hold shall be
held not later than 9 months after the last day of the financial
year referred to in paragraph (a) above; and

(c)the first returns that the company shall be required by
sections 107 and 109 of the Companies Ordinance to make
shall be made as at the date of the general meeting of the
company referred to in paragraph (b) above (or, if earlier, the
date of the first general meeting of the company held after the
transfer date) and forwarded to the Registrar within 28 days
after the date of such meeting.

(3) Section 80(1) of the Companies Ordinance shall take effect in
relation to the company as if the reference therein to---thefixed date'
were a reference to the transfer date.

(4) If the name of the company is changed pursuant to the
requirements of the Companies Act 1980 of the United Kingdom before
the transfer date, then until

(a) the transfer date, or

(b) the first anniversary of the date of the change of name,

whichever is the earlier, any provision of the Companies Ordinance or
any other Ordinance requiring or authorizing the name of the company
to be shown on any document or other object or at any place where the
company carries on business shall apply as if any reference in that
provision to the name of the company were a reference to a name which
either is its name or was its name before such change of name.

6. With effect on and from the transfer date-

(a)the currency of the share capital of the company shall be
converted from pounds sterling to dollars;

(b)each issued and unissued share of 33A pence in the capital of
the company shall be converted into a share of $5;

(c)each issued share of the company shall be deemed to have
been fully paid by capitalizing such part of the amount
standing to the credit of the share premium account of the
company as equals the difference betweeen the aggregate
nominal value of all the issued shares of the company and the
amount treated by the company for accounting purposes as
having been paid up on such shares immediately before the
transfer date;

(d)each certificate then in issue representing shares of 33~ pence
in the capital of the company shall be deemed to represent an
equal number of shares of $5 in the capital of the company;
and





(e)the memorandum of the company shall be in the form set out
in the Schedule.

7. Nothing in this Ordinance contained shall affect or be deemed to
affect the rights of Her Majesty the Queen, Her Heirs or Successors, or
the rights of any body politic or corporate or of any other persons
except such as are mentioned in this Ordinance and those claiming by,
from or under them.

SCHEDULE [ss. 3 & 6.1

MEMORANDUM OF ASSOCIATION

OF

THE HONG KONG AND CHINA GAS COMPANY LIMITED



1. The name of the Company is 'The Hong Kong and China Gas Company
Limited

2. The registered office ofthe Company will be situate in Hong Kong.

3. The objects for which the Company is established are

(A)To make, manufacture, purchase, supply and sell gas in Hong Kong and
in China, and to carry on the business of a gas company in all its
branches and departments in such places or any part of them, and to
make, manufacture, supply and sell materials and by-products which may
result from the manufacture of gas.

(B)To erect and construct gasworks, gasholders, plant, machinery and
apparatus, and to lay all necessary mains and services, and other pipes in
the places aforesaid, or any of them, or any parts thereof.

(C)To manage, demise and let, or agree to demise and let, to accept
surrenders of, to mortgage, sell and absolutely dispose of, to surrender to
the Crown.. to grant rights of way over or otherwise to deal with, all or
any part or parts of the Company's land and hereditaments, messuages
and tenements, or any estate or interest therein respectively.

(D)To acquire and assume for any estate or interest and to take options
over, any property, real or personal, and rights of any kind and the
whole or any part ofthe undertaking, assets and liabilities of any person.

(E)To manufacture, process, import, export, deal in and store any goods
and other things and to carry on the business of manufacturers,
processors, importers, exporters, and storers of and dealers in any goods
and other things.

(F)To acquire and exploit lands, mines and mineral rights and to acquire,
explore for and exploit any natural resources and to carry on any
business involving the ownership or possession of land or other
immovable property or buildings or structures thereon and to construct,
erect, install, pull down, rebuild, enlarge, alter and maintain buildings,
plant and machinery and to carry on business as builders, contractors and
engineers.

(G)To provide services of all descriptions and to carry on business as
advisers, consultants, brokers and agents of any kind.

(H)To invest money of the Company in any investments and to hold, sell
or otherwise deal with such investments.







(1) To acquire and carry on any business carried on by a subsidiary or a

holding company of the Company or another subsidiary of a holding

company ofthe Company.





(J) To render advisory, investigatory, supervisory, managerial, technical,

cultural, artistic, entertainment, educational, business, investment, con-
sultancy and other facilities or services of every kind and description and
to carry on any business involving any such provision.

corporation, or any charitable or other institution in any part of the
world and whether incorporated or not and to manage, deal with and turn
to account, any real and personal property of any kind, and in particular,
shares, personal property, stocks, debentures, debenture stock, notes,
securities, options, policies, book debts, claims and choses-inaction,
lands, buildings, hereditaments, business concerns and undertakings,
mortgages, charges, annuities, patents, licences, and any interest in any
real or personal property, and any claims against such property or
against any person, firm or corporation.

to any person.

person and to obtain from any such government or authority or person
any legislation, orders, rights, privileges, franchises and concessions and
to carry out, exercise and comply with the same.

on the business of banking as defined junder the Banking Ordinance) and
to secure or discharge any debt or obligation in any manner and in
particular (without prejudice to the generality of the foregoing) by
mortgages of or charges upon all or any part of the undertaking,
property and assets (present and future) and uncalled capital of the
Company or by the creation and issue of securities.

than fire, life and marine insurance) and in particular (without prejudice
to the generality of the foregoing) to guarantee, support or secure, with
or without consideration, whether by personal obligation or mortgaging
or charging all or any part of the undertaking, property and assets
(present and future) and uncalled capital of the Company or by both such
methods or in any other manner, the performance of any obligations or
commitments of, and the repayment or payment of the principal
amounts of and any premiums, interest, dividends and other moneys
payable on or in respect of any securities or liabilities of, any person,
including (without prejudice to the generality of the foregoing) any
company which is for the time being a subsidiary or a holding company
of the Company or another subsidiary of a holding company of the
Company or otherwise associated with the Company.

arrangement with, and to co-operate or participate in any way with, and
assist or subsidise any person.

negotiate and deal in bills of exchange, promissory notes, and other
instruments and securities, whether negotiable or otherwise.

service marks and names, designs, patents, patent rights, inventions and
secret processes and to carry on the business of an inventor, designer or
research organization.

(S) To sell, exchange, mortgage, charge, let on rent, share of profit, royalty
or

otherwise, grant licences, easements, options, servitudes and other rights






over, and in any other manner deal with, or dispose of, all or any part
of the undertaking, property and assets (present and future) of the
Company for any consideration and in particular (without prejudice to
the generality of the foregoing) for any securities.

part payment for any real or personal property purchased or otherwise
acquired by the Company or any services rendered to the Company or as
security for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose.

rendered or to be rendered in placing or procuring subscriptions of, or





otherwise assisting in the issue of, any securities of the Company or in
or about the transfer of registration of the Company or the conduct
or course of its business, and to establish or promote, or concur or
participate in establishing or promoting, any company, fund or trust
and to subscribe for, underwrite, purchase or otherwise acquire securities
of any company, fund or trust and to carry on the business of
company, fund, trust or business promoters or managers and of
underwriters or dealers in securities and to act as director of and as
secretary, manager, registrar or transfer agent for any other company
and to act as trustees of any kind and to undertake and execute any
trust.

(Y)To pay all the costs, charges and expenses preliminary and incidental to
the transfer of the registration of the Company to, and the
incorporation of the Company in, Hong Kong and to procure the
registration or incorporation of the Company in or under the laws of
any place outside Hong Kong.

(W)To grant pensions, annuities or other allowances, including allowances
on death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any
time is or was a subsidiary or a holding company of the Company or
another subsidiary of a holding company of the Company or otherwise
associated with the Company or of any predecessor in business of any of
them, and to the relations, connexions or dependants of any such
persons, and to other persons whose service or services have directly or
indirectly been of benefit to the Company or who the Company
considers have any moral claim on the Company or to their relations,
connexions or dependants, and to establish or support any associations,
institutions, clubs, schools, building and housing schemes, funds and
trusts, and to make payments towards insurances or other arrangements
likely to benefit any such persons or otherwise advance the interests of
the Company or of its Members, and to subscribe, guarantee or pay
money for any purpose likely, directly or indirectly, to further the
interests of the Company or of its Members or for any national,
charitable, benevolent, educational_ social, public, general or useful
object.

(X)To cease carrying on or wind up any business or activity of the
Company, and to cancel any registration of and to wind up or procure
the dissolution of the Company in any state or territory.

(Y)To distribute any of the property of the Company among its creditors
and Members in specie or kind.

(Z)To do all or any of the things or matters aforesaid in any part of the
world and either as principals, agents, contractors, trustees or otherwise
and by or through trustees, agents or otherwise and either alone or in
conjunction with others.

(AA)To carry on any other business or activity and do anything of any
nature which in the opinion of the Company is or may be capable of
being conveniently carried on or done in connexion with the above, or
likely directly or indirectly to enhance the value of or render more
profitable all or any part of the Company's undertaking, property or
assets or otherwise to advance the interests of the Company or of its
Members.

(BB)To do all such other things as in the opinion of the Company are or
may be incidental or conducive to the attainment of the above objects
or any of them.

And it is hereby declared that 'company' in this clause, except where used in
reference to the Company, shall include any partnership or other body of persons,
whether incorporated or not incorporated, and whether formed, incorporated,






domiciled or resident in Hong Kong or elsewhere, 'person' shall include any
company as well as any other legal or natural person, securities shall include any
fully, partly or nil paid share, stock, unit, debenture, debenture or loan stock,
deposit receipt, bill, note, warrant, coupon, right to subscribe or convert, or similar
right or obligation, 'and' and 'or' shall mean 'and/or' where the context so
permits, ,.other' and 'otherwise' shall not be construed ejusdem generis where a
wider construction is possible, and the objects specified in the different paragraphs
of this clause shall not, except where the context expressly so requires, be in any
way limited or restricted by reference to or inference from the terms of any other
paragraph or the name of the Company, but may be carried out in as full and
ample a manner and shall





be construed in as wide a sense as if each of the said paragraphs defined the objects of
a separate, distinct and independent company.
4. The liability of the Members of the Company is limited.

5. The share capital of the Company is $225,000,000 divided into 45,000,000
shares of $5 each and the Company shall have the power to divide the original or any
increased capital into several classes, and to attach thereto any preferential, deferred,
qualified or other special rights, privileges, restrictions or conditions.
Originally 16 of 1982. Short title. Interpretation. (Cap. 32.) (1856 c. 47.) (1980 c. 22.) Delivery of documents to Registrar and fee. (Cap. 32.) (1856 c. 47.) Schedule. Deemed incorporation under Companies Ordinance. (Cap. 32.) Application of Companies Ordinance to the company. (Cap. 32.) (1980 c. 22.) Share capital and memorandum. Schedule. Saving. [ss. 3 & 6.]

Originally 16 of 1982. Short title. Interpretation. (Cap. 32.) (1856 c. 47.) (1980 c. 22.) Delivery of documents to Registrar and fee. (Cap. 32.) (1856 c. 47.) Schedule. Deemed incorporation under Companies Ordinance. (Cap. 32.) Application of Companies Ordinance to the company. (Cap. 32.) (1980 c. 22.) Share capital and memorandum. Schedule. Saving. [ss. 3 & 6.]

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