Cap. 70

To amend the constitution of The Hongkong and Shanghai Banking Corporation Limited. (Replaced 37 of 1950 Schedule. Amended L.N. 333 of 1989) [17 May 1929](Format changes—E.R. 1 of 2014) Editorial Note: This Ordinance was amended by The Hongkong and Shanghai Banking Corporation Limited (Amendment) Ordinance 1997 (54 of 1997), in particular The Hongkong and Shanghai Bank Regulations (Cap. 70 sub. leg. A) was repealed by s. 8 of 54 of 1997. Please see Endnotes for this Ordinance in Hong Kong e-Legislation (https://www.elegislation.gov.hk) for details of the savings. 1. Short title This Ordinance may be cited as The Hongkong and Shanghai Banking Corporation Limited Ordinance.(Replaced 37 of 1950 Schedule. Amended L.N. 333 of 1989) 2. Interpretation In this Ordinance, unless the context otherwise requires—bank (銀行) means “The Hongkong and Shanghai Banking Corporation Limited” created by virtue of the provisions of the Hongkong and Shanghai Bank Ordinance 1866 (5 of 1866), and continued by this Ordinance; (Amended 33 of 1939; G.N. 840 of 1940 Supp. Schedule; 37 of 1950 Schedule; L.N. 333 of 1989)Ordinance (條例) or the Ordinance (本條例) means this Ordinance; (Amended 28 of 2012 ss. 912 & 920)relevant Ordinance (《有關條例》) means the Companies Ordinance (Cap. 32) as in force from time to time before the commencement date* of section 2 of Schedule 9 to the Companies Ordinance (Cap. 622). (Added 28 of 2012 ss. 912 & 920)(Amended 54 of 1997 s. 3)Editorial Note:* Commencement date : 3 March 2014. 3. Incorporation Notwithstanding the repeal of the Hongkong and Shanghai Bank Ordinance 1866 (5 of 1866), the bank shall continue to be incorporated by the name of “The Hongkong and Shanghai Banking Corporation Limited” (subject to the bank’s right and ability to change its name from time to time under and in accordance with the provisions of the Companies Ordinance (Cap. 622)) and shall and may sue and be sued in all courts and shall continue to have perpetual succession: (Amended 54 of 1997 s. 4; 28 of 2012 ss. 912 & 920)Provided that there shall be no limit whatever to the period of incorporation.(Replaced 33 of 1939; G.N. 840 of 1940 Supp. Schedule; 37 of 1950 Schedule. Amended L.N. 333 of 1989) 4. Constitution (1) Subject only to the provisions of this Ordinance, the bank is to be treated for all purposes as a company formed and registered under the relevant Ordinance as a company limited by shares so that— (Amended 28 of 2012 ss. 912 & 920)(a) a provision of the Companies Ordinance (Cap. 622) or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) shall apply to the bank, its members, contributories and creditors as if it were a company so formed and registered; and(b) the members of the bank shall have such liability to contribute to the assets of the bank in the event of its being wound up as is mentioned in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32): (Amended 28 of 2012 ss. 912 & 920) Provided that nothing in this Ordinance requires the bank to comply with any of the provisions of the relevant Ordinance in respect of the period prior to the registration of the bank under that Ordinance on 6 October 1989 except in so far as compliance with that Ordinance shall have been required by the legislation under which the bank was originally incorporated or by which it was subsequently governed or regulated (or both) prior to that date.(2) Part 17 of the Companies Ordinance (Cap. 622) and sections 324 and 325 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) do not apply to the bank.(Replaced 54 of 1997 s. 5. Amended 28 of 2012 ss. 912 & 920) 5. Overriding provisions (1) Notwithstanding anything contained in the Companies Ordinance (Cap. 622), the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) or the memorandum and articles of association of the bank (as the same may be altered or otherwise varied or amended at any time and from time to time in such manner as may be permitted under or in accordance with the provisions of the Companies Ordinance (Cap. 622)), none of those provisions of the bank’s memorandum or articles of association (as adopted by enactment of The Hongkong and Shanghai Banking Corporation Limited (Amendment) Ordinance 1997 (54 of 1997)), which are specified in the Schedule shall be capable of being altered (although they may be renumbered) other than with the prior approval in writing of the Financial Secretary and a resolution of the members of the bank substituting, repealing or altering any of those provisions has no effect unless the resolution has previously been approved in writing by the Financial Secretary. (Amended 28 of 2012 ss. 912 & 920)(2) References in the Schedule to numbered clauses of the bank’s memorandum and articles of association are, as stated therein, to the relevant numbered clauses contained in the respective forms of memorandum and articles of association adopted by enactment of The Hongkong and Shanghai Banking Corporation Limited (Amendment) Ordinance 1997 (54 of 1997). However, subsection (1) applies to the respective provisions of such clauses irrespective of whether they may subsequently be or (as the case may be at any relevant time) have been renumbered.(Replaced 54 of 1997 s. 5) 6. (Repealed 54 of 1997 s. 7) 7. (Repealed 54 of 1997 s. 7) 8. (Repealed 54 of 1997 s. 7) 9. (Repealed 54 of 1997 s. 7) 10. (Repealed 54 of 1997 s. 7) 11. (Repealed 54 of 1997 s. 7) 12. (Repealed 54 of 1997 s. 7) 13. (Repealed 54 of 1997 s. 7) 14. (Repealed 54 of 1997 s. 7) 15. (Repealed 54 of 1997 s. 7) 16. (Repealed 54 of 1997 s. 7) 17. (Repealed 54 of 1997 s. 7) 18. Saving Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or under them.(Amended 33 of 1939; G.N. 840 of 1940 Supp. Schedule; 60 of 1999 s. 3) Schedule [s. 5]Provisions of Memorandum and Articles of the Bank (in the Respective Forms Adopted by Enactment of The Hongkong and Shanghai Banking Corporation Limited (Amendment) Ordinance 1997 (54 of 1997)) which are subject to the Provisions of Section 5 Clause 3.1(a)(xv) of the memorandum of association—“Subject to applicable Hong Kong Ordinances and Laws from time to time and for the time being in force (including the Legal Tender Notes Issue Ordinance (Chapter 65)), in Hong Kong, but not elsewhere, to issue, re-issue and circulate notes of the Company payable to bearer on demand.”. Article 4 of the articles of association—“The Company shall maintain its head office in Hong Kong. The head office shall be at No. 1 Queen’s Road Central in Hong Kong or at such other place in Hong Kong as the Directors shall from time to time resolve.”. Article 41 of the articles of association—“No person shall without the sanction of the Board be entitled at any time to be registered as the holder of or be interested in more than one per cent of the issued shares of the Company; and the Board may at any time require from any shareholder a statutory declaration or such other evidence as it may deem adequate to determine that this Article has been complied with.”. (Amended 28 of 2012 ss. 912 & 920)(Schedule added 54 of 1997 s. 6)