Cap. 388 - Ocean Park Corporation Ordinance

To establish a body corporate to manage and control Ocean Park as a public recreational and educational park, and for that purpose to vest in that body corporate the assets of Ocean Park Limited, to provide for the establishment and administration of a trust fund, to empower that body corporate to carry out functions relating to recreation, education and conservation in or outside Hong Kong, and to provide for matters incidental thereto or connected therewith. (Amended 26 of 2021 s. 3) [1 July 1987] L.N. 186 of 1987(Format changes—E.R. 5 of 2020) Part I Preliminary 1. Short title This Ordinance may be cited as the Ocean Park Corporation Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—auditor (核數師) means a certified public accountant (practising) as defined by section 2(1) of the Accounting and Financial Reporting Council Ordinance (Cap. 588); (Amended 23 of 2004 s. 56; L.N. 66 of 2022)Board (董事局) means the Board of the Ocean Park Corporation established by section 7(1);Chairman (主席) means the Chairman of the Board appointed under section 9 or the Deputy Chairman or any other member when acting under that section as the Chairman;Chief Executive of the Corporation (行政總裁) means the person appointed under section 19(1) to be the Chief Executive of the Corporation; (Amended 59 of 2000 s. 3)company (公司) means the company incorporated, and registered by the name Ocean Park Limited, under 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); (Amended 28 of 2012 ss. 912 & 920)contract of employment (僱傭合約) means a contract of employment or apprenticeship, whether express or implied and, if express, whether oral or in writing;Corporation (海洋公園公司) means the Ocean Park Corporation established by section 3(1);employee (僱員) means—(a) in relation to the company, a person who works for the company under a contract of employment; and(b) in relation to the Corporation, a person who works for the Corporation under a contract of employment and includes a person who was, immediately before the commencement^ of this Ordinance, a person referred to in paragraph (a);financial year (財政年度) means the period commencing on 1 July each year and ending on 30 June in the year following and includes the period commencing on 1 July 1986 and ending on 30 June 1987;Fund (基金) means the Ocean Park Trust Fund established by section 30(1);member (成員) means a member of the Board referred to in section 8(1);Ocean Park (海洋公園) means the public recreational, educational and conservational park called by that name and situate at Brick Hill. (Amended 26 of 2021 s. 4) Editorial Note: * Commencement date : 3 March 2014. ^ Commencement date : 1 July 1987. Part II Establishment of the Ocean Park Corporation 3. Establishment of the Corporation (1) There is hereby established a body corporate to be called the Ocean Park Corporation.(2) The Corporation shall have perpetual succession and a common seal and shall be capable of suing and being sued. 4. Fixing of common seal of the Corporation The fixing of the seal of the Corporation shall be—(a) authorized by the Corporation; and(b) authenticated by the signatures of any 2 members authorized by the Corporation, either generally or specifically, to act for the purpose. 5. Documents of the Corporation (1) The Corporation may make and execute any document in the performance or exercise of its functions or powers or in connection with any matter reasonably incidental to or consequential upon the performance or exercise of its functions or powers.(2) Any document purporting to be duly executed under the seal of the Corporation shall be admitted in evidence and shall, unless the contrary is proved, be deemed to have been duly executed. 6. Certain documents not required to be sealed Any contract or instrument which, if entered into or executed by a person not being a body corporate, would not be required to be under seal may be entered into or executed on behalf of the Corporation by any person generally or specifically authorized by the Corporation for that purpose. Part III Establishment of the Board of the Corporation 7. Establishment of the Board (1) There is hereby established a Board to be called the Board of the Ocean Park Corporation.(2) The Board shall be the governing and executive body of the Corporation and, as such, shall perform all the functions imposed on the Corporation and may exercise all the powers conferred on the Corporation by this Ordinance. 8. Membership of the Board (1) The Board shall consist of not less than 7 members appointed by the Chief Executive.(2) Without prejudice to section 42 of the Interpretation and General Clauses Ordinance (Cap. 1), a member shall hold office for a period of not more than 3 years as the Chief Executive may determine, but may from time to time be re-appointed.(3) Any member may at any time by notice in writing to the Chief Executive resign from the Board.(Amended 59 of 2000 s. 3) 9. Chairman of the Board (1) The Chief Executive shall, from among the members, appoint—(a) a Chairman; and(b) a Deputy Chairman, who shall act as the Chairman during the absence or incapacity of the Chairman, or if that office becomes vacant for any reason.(2) Without prejudice to section 42 of the Interpretation and General Clauses Ordinance (Cap. 1), the Chairman or Deputy Chairman shall hold office for a period of not more than 3 years as the Chief Executive may determine, but may from time to time be re-appointed.(3) Where for any reason both the Chairman and the Deputy Chairman are absent from Hong Kong or are, for any other reason, unable to perform the functions of their respective offices, the members may appoint one of their number to act as the Chairman during that absence or incapacity of the Chairman and Deputy Chairman.(Amended 59 of 2000 s. 3) 10. Proceedings of the Board (1) At a meeting of the Board a majority of the members for the time being shall form a quorum.(2) At a meeting of the Board the Chairman shall preside.(3) All questions for determination at a meeting of the Board shall be decided by a majority of votes of the members present and voting thereon and where there is an equality of votes the member presiding shall have a casting vote in addition to his original vote.(4) Where a member is in any way directly or indirectly interested in a contract made or proposed to be made by the Corporation—(a) he shall disclose the nature of his interest at a meeting of the Board;(b) the disclosure shall be recorded in the minutes of the Board; and(c) the member shall not take any part in any deliberation of the Board with respect to that contract except with the permission of the Chairman and shall not vote on any question concerning it.(5) Subject to this Ordinance, arrangements relating to meetings of the Board, and the procedure at and the conduct of its meetings, shall be such as the Board may determine. 11. Validity of proceedings The validity of any proceedings of the Board shall not be affected by—(a) any defect in the appointment of any member;(b) the absence of any member from the meeting at which any such proceeding occurred; or(c) any vacancy among members. 12. Transaction of business by circulation of papers The Board may transact any of its business by circulation of papers amongst members (whether any such member is in or outside Hong Kong), and a resolution in writing which is approved in writing by a majority of the members shall be as valid and effectual as if it had been passed at a meeting of the Board. Part IV Corporation to Replace the Company and Related Matters 13. Corporation to replace the company (1) On and from the commencement* of this Ordinance—(a) all movable or immovable property that, immediately before that commencement, was vested in the company shall vest in the Corporation on the same terms and conditions on which it was so vested in the company;(b) all moneys and liquidated and unliquidated claims that, immediately before that commencement, were payable to or recoverable by the company shall be moneys and liquidated and unliquidated claims payable to or recoverable by the Corporation;(c) all proceedings commenced before that commencement by the company and pending immediately before that commencement shall be deemed to be proceedings pending by the Corporation and all proceedings so commenced by any person against the company and pending immediately before that commencement shall be deemed to be proceedings pending by that person against the Corporation;(d) all contracts, agreements, arrangements and undertakings entered into with, and all securities lawfully given to or by, the company and in force immediately before that commencement shall be deemed to be contracts, agreements, arrangements and undertakings entered into with and securities given to or by the Corporation;(e) the Corporation may, in addition to pursuing any other remedies or exercising any other powers that may be available to it, pursue the same remedies for the recovery of money and claims referred to in this section and for the prosecution of actions and proceedings so referred to as the company might have done but for this Ordinance;(f) the Corporation may enforce and realize any security or charge existing immediately before that commencement in favour of the company and may exercise any powers thereby conferred on the company as if the security or charge were a security or charge in favour of the Corporation; and(g) all debts, money and claims, liquidated and unliquidated, that, immediately before the commencement, were due or payable by, or recoverable against, the company shall be debts due by, money payable by and claims recoverable against, the Corporation.(2) No stamp duty shall be payable in respect of any vesting under this section of movable or immovable property. Editorial Note: * Commencement date : 1 July 1987. 14. Saving of employees of the company Any person who was, immediately before the commencement* of this Ordinance, an employee of the company shall, on and from that commencement, be an employee of the Corporation on the same terms and conditions as he was an employee of the company immediately before that commencement. Editorial Note: * Commencement date : 1 July 1987. 15. References in documents to the company (1) On and from the commencement* of this Ordinance, a reference in any document to the company or an employee of the company shall be a reference to—(a) in the case of the company, the Corporation; and(b) in the case of an employee of the company, an employee of the Corporation.(2) For the purposes of this section, document (文件) does not include any document which relates to the incorporation of the company. (Amended E.R. 5 of 2020) Editorial Note: * Commencement date : 1 July 1987. 16. Dissolution of the company (1) On the commencement* of this Ordinance, the company shall, notwithstanding any provisions to the contrary in its constitution governing the winding up or dissolution of the company and notwithstanding the provisions of any other Ordinance, be deemed to be dissolved under section 291A(1) of the Companies Ordinance (Cap. 32) as in force at the time of that commencement as if, on that commencement, the Court of First Instance had made an order under that section that the company be struck off the register and dissolved and, accordingly, the Registrar of Companies shall, on that commencement, or so soon thereafter as is possible, strike the company off the register. (Amended 25 of 1998 s. 2)(2) For the avoidance of doubt, it is hereby declared that—(a) section 765(1) of the Companies Ordinance (Cap. 622) shall not apply; and(b) section 757 of the Companies Ordinance (Cap. 622) shall apply,to the company.(Amended 28 of 2012 ss. 912 & 920) Editorial Note: * Commencement date : 1 July 1987. Part V Functions and Powers of the Corporation 17. Functions of the Corporation (1) The functions of the Corporation shall be— (Amended 26 of 2021 s. 5)(a) to develop, manage and control Ocean Park as a public recreational, educational and conservational park; (Replaced 26 of 2021 s. 5)(b) to provide, manage and control specified facilities, or other related facilities as it thinks fit, whether in or outside Hong Kong; (Replaced 26 of 2021 s. 5)(c) to organize programmes or activities, or to provide goods or services, whether in or outside Hong Kong—(i) for the promotion of Ocean Park; or(ii) for the purposes of recreation, education or conservation; (Replaced 26 of 2021 s. 5)(ca) to provide, whether in or outside Hong Kong, advisory services relating to—(i) recreation, education or conservation; or(ii) the development or management of specified facilities; and (Added 26 of 2021 s. 5)(d) to apply its profits howsoever derived towards the promotion of its functions specified in paragraph (a), (b), (c) or (ca). (Amended 26 of 2021 s. 5)(2) In subsection (1)—specified facilities (指明設施) means recreational, educational or conservational facilities. (Added 26 of 2021 s. 5) 18. Powers of the Corporation Subject to this Ordinance, the Corporation may do all such things as are necessary for, or incidental or conducive to, the better performance of its functions and in particular but without prejudice to the generality of the foregoing, may—(a) acquire, take on lease, purchase, hold and enjoy property, movable or immovable, and sell, let or otherwise dispose of or deal with such property; (Amended E.R. 5 of 2020)(b) either alone or jointly with another person, enter into a contract or an arrangement (however described) with any other person in relation to the performance of its functions specified in section 17(1)(a), (b), (c) or (ca); (Replaced 26 of 2021 s. 6)(c) apply for and receive sponsorships, receive gifts, whether on trust or otherwise, and act as trustee of moneys or other property vested in it on trust;(d) erect, provide, equip, maintain, alter, remove, demolish, replace, enlarge, improve and keep in repair its buildings, premises, furniture and equipment;(e) fix and collect fees, subscriptions and charges and specify conditions for the use of facilities and services provided by it;(f) fix charges to be paid for any trading or advertising in Ocean Park; and(g) reduce, waive or refund fees, subscriptions or charges fixed in the exercise of its powers under this section generally or in any particular case or class of case. Part VI Staff of the Corporation 19. Appointment of Chief Executive of the Corporation and other employees (1) The Corporation shall appoint a Chief Executive of the Corporation, who shall be responsible to the Corporation for the day to day management and administration of Ocean Park. (Amended 59 of 2000 s. 3)(2) The Corporation may appoint such other employees as it thinks fit.(3) All matters relating to the remuneration, the terms and conditions of appointment, and the work and conduct, of employees, and their suspension or dismissal from office, shall be determined by the Corporation. 20. Employment of technical and professional advisers (1) The Corporation may engage the services of technical and professional advisers to advise the Corporation in any matter arising out of or in connexion with any of the functions or powers of the Corporation.(2) All matters relating to the remuneration and the terms and conditions of engagement of advisers, and the manner of their engagement, under subsection (1) shall be determined by the Corporation. 21. Staff benefits (1) The Corporation may—(a) grant, or make provision for the grant of, pensions, gratuities and retirement benefits to employees;(b) provide other benefits for the welfare of employees and their dependants; and(c) make payments, whether or not legally due, to the personal representatives of a deceased employee or to any person who was dependent on such employee at his death.(2) The Corporation may establish, manage and control or enter in an arrangement with any company or association for the establishment, management and control by such company or association either alone or jointly with the Corporation of any fund or scheme for the purpose of providing for the pensions, gratuities, benefits and payments referred to in subsection (1).(3) The Corporation may make contributions to any fund or scheme referred to in subsection (2) and may require employees to make contributions thereto.(4) In this section, employees (僱員) includes any class of employee which the Corporation may specify and in subsection (1) includes former employees. (Amended E.R. 5 of 2020) Part VII Committees and Delegations 22. Creation and functions of committees (1) The Corporation may create, and appoint the members of, such committees for any general or special purposes for the better carrying out of the functions and powers of the Corporation as it thinks fit and any such committee may include persons who are not members of the Board.(2) The chairman of a committee created under subsection (1) shall be appointed by the Corporation and the number of members of a committee shall be determined by the Corporation.(3) Subject to the directions of the Corporation, a committee created under subsection (1) may determine its own procedure for its meetings.(4) The proceedings of any committee created under subsection (1) shall not be invalidated by any defect in the appointment of any member thereof, the absence of any such member from the meeting at which any such proceeding occurred or any vacancy among such members. 23. Power of Corporation to delegate (1) Subject to subsection (2), the Corporation may, with or without restrictions or conditions as it thinks fit, delegate in writing any of its functions or powers to—(a) the Chief Executive of the Corporation; or(b) any committee created under section 22(1).(2) The Corporation shall not delegate any of its functions or powers under Part IX or the power—(a) to appoint the Chief Executive of the Corporation;(b) to create any committee under section 22(1);(c) to appoint an auditor under section 26(2) or section 33(2); or(d) to make by-laws under section 39.(Amended 59 of 2000 s. 3) 24. Power of Chief Executive of the Corporation to delegate (1) Subject to subsection (2), the Chief Executive of the Corporation may, with or without restrictions or conditions as he thinks fit, delegate in writing to such person, or committee created under section 22(1), as he thinks fit, his functions and powers, including any function or power delegated to him under section 23.(2) The power conferred by subsection (1) on the Chief Executive of the Corporation to delegate any function or power of the Corporation delegated to him under section 23 and the exercise by any person, or committee created under section 22(1), of any such function or power delegated by the Chief Executive of the Corporation under subsection (1), shall be subject to any restriction or condition imposed by the Corporation under section 23.(Amended 59 of 2000 s. 3) Part VIII Financial 25. Power to borrow money The Corporation may, for the promotion of its functions specified in section 17(1)(a), (b), (c) or (ca), borrow money and charge all or any part of its property as security therefor, and pay interest on any money so borrowed. (Amended 26 of 2021 s. 7) 26. Accounts and statements (1) The Corporation shall cause proper accounts to be kept of all its financial transactions and shall cause to be prepared for each financial year a statement of the accounts of the Corporation, which statement shall—(a) include—(i) an income and expenditure account and balance sheet; and(ii) the number of attendances at Ocean Park for that year; and(b) be signed by the Chairman.(2) The accounts of the Corporation and the signed statement of accounts shall be audited by an auditor appointed by the Corporation and the auditor shall certify the statement subject to such report, if any, as he thinks fit.(3) There shall be laid on the table of the Legislative Council not later than 31 December next following the end of the period in respect of which a statement is required to be prepared under subsection (1) or so soon thereafter as the Chief Executive may allow— (Amended 59 of 2000 s. 3)(a) a copy of the signed and audited statement of accounts together with the auditor’s report, if any; and(b) a report by the Corporation on its activities during that period. 27. Investment of surplus funds All funds of the Corporation that are not immediately required shall be invested in such investments as the Corporation thinks fit. 28. Auditors Any auditor appointed under section 26(2) shall be entitled at any time—(a) to have access to such books of account, vouchers and other records of the Corporation; and(b) to require such information and explanation,as he considers necessary to discharge his functions. 29. This Part not to apply to the Fund This Part shall not apply to the Fund. Part IX Establishment of the Ocean Park Trust Fund 30. Establishment of the Fund (1) There is hereby established a trust fund to be called the Ocean Park Trust Fund.(2) The Corporation shall be the trustee of the Fund and shall administer it in accordance with this Part.(3) The Fund shall consist of—(a) such moneys and assets as may be donated, subscribed or bequeathed to, and accepted by, or otherwise acquired by the Corporation for the Fund; and(b) any interest, dividends and income derived from the moneys and other assets of the Fund. 31. Application of the Fund The Corporation shall apply—(a) such of the Fund as consists of the moneys and assets referred to in section 30(3)(a) directly or indirectly in such manner as is necessary for—(i) capital expenditure on development projects for Ocean Park; or(ii) the promotion of any other functions specified in section 17(1)(a), (b), (c) or (ca) that the Secretary for Culture, Sports and Tourism may approve; and (Amended 59 of 2000 s. 3; L.N. 144 of 2022)(b) such of the Fund as consists of any interest, dividends and income referred to in section 30(3)(b) directly or indirectly in such manner as is necessary for the promotion of its functions specified in section 17(1)(a), (b), (c) or (ca).(Amended 26 of 2021 s. 8) 32. Investment of moneys The Corporation may invest any moneys of the Fund in such authorized investment (within the meaning of section 4 of the Trustee Ordinance (Cap. 29)) as the Corporation thinks fit. 33. Accounts and statements (1) The Corporation shall cause proper accounts to be kept of all transactions of the Fund and shall cause to be prepared, in respect of the period from the commencement*of this Ordinance to 30 June 1987, and thereafter for each financial year, a statement of the accounts of the Fund, which statement shall—(a) include an income and expenditure account and balance sheet; and(b) be signed by the Chairman.(2) The accounts of the Fund and the signed statement of the accounts shall be audited by an auditor appointed by the Corporation and the auditor shall certify the statement subject to such report, if any, as he thinks fit.(3) There shall be laid on the table of the Legislative Council not later than 31 December next following the end of each period in respect of which a statement is required to be prepared under subsection (1) or so soon thereafter as the Chief Executive may allow— (Amended 59 of 2000 s. 3)(a) a copy of the signed and audited statement of accounts together with the auditor’s report, if any; and(b) a report by the Corporation on the administration of the Fund during that period. Editorial Note: * Commencement date : 1 July 1987. 34. Fund not to be used as security The Fund shall not—(a) be used by the Corporation for the purpose of borrowing money; or(b) be charged, mortgaged, pledged or used as security for any purpose. 35. Auditors Any auditor appointed under section 33(2) shall be entitled at any time—(a) to have access to such books of account, vouchers and other records of the Fund; and(b) to require such information and explanation,as he considers necessary to discharge his functions. Part X Miscellaneous 36. Corporation not servant or agent of the Government The Corporation shall not be regarded as a servant or agent of the Government or as enjoying any status, immunity or privilege of the Government.(Amended 23 of 2002 s. 33) 37. Chief Executive may obtain information The Corporation shall upon request by the Chief Executive afford to him sufficient facilities for obtaining information with respect to the property and affairs of the Corporation and shall in such manner and at such times as the Chief Executive may require furnish him with returns, accounts and other information with respect thereto and afford to him facilities for the verification of information furnished.(Amended 59 of 2000 s. 3) 38. Chief Executive may give directions The Chief Executive may, if he considers the public interest so requires, give directions in writing to the Corporation in relation to the performance of its functions or the exercise of its powers and the Corporation shall comply with those directions.(Amended 59 of 2000 s. 3) 39. By-laws (1) The Corporation may, under its seal, make by-laws not inconsistent with this Ordinance for all or any of the following purposes—(a) the management and control, including the closing or partial closing, of Ocean Park;(b) the fixing of the times during which Ocean Park or any part thereof may be open to members of the public;(c) the use of any equipment, apparatus, fitting or facility provided for use at Ocean Park;(d) the preservation of good order and discipline and prevention of nuisances in Ocean Park;(e) the control (including prohibition) of trading, advertising or the erection of structures in or on Ocean Park, the removal, storage and sale of any trading, advertising or advertising or construction materials that are brought into or remain in or on Ocean Park in contravention of any by-law made under this section, the recovery of any costs incurred in respect of such removal, storage and sale, and the forfeiture of the proceeds of such sale; and(f) the better carrying out of the functions and powers of the Corporation.(2) Any by-law made under this section may provide that a contravention of specified provisions thereof shall be an offence and may prescribe penalties therefor not exceeding a fine of level 1 and imprisonment for 3 months. (Amended E.R. 5 of 2020)(3) Without prejudice to any Ordinance relating to the prosecution of criminal offences or to the powers of the Secretary for Justice in relation to the prosecution of criminal offences, prosecutions under any by-law made under this section may be brought in the name of the Corporation. (Amended L.N. 362 of 1997)(4) The Corporation shall cause printed copies of all by-laws made under subsection (1) to be—(a) prominently displayed in Ocean Park;(b) kept at its principal office; and(c) available for sale to any person at a reasonable cost.(5) In this section, Ocean Park (海洋公園) means any premises or land of the Corporation.