The Hongkong and Shanghai Banking Corporation Limited Ordinance


Published: 2014-03-03

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Cap 70 - The Hongkong and Shanghai Banking Corporation Limited Ordinance 1

Chapter: 70 The Hongkong and Shanghai Banking Corporation
Limited Ordinance

Gazette Number Version Date


Long title E.R. 1 of 2014 03/03/2014


To amend the constitution of The Hongkong and Shanghai Banking Corporation Limited.
(Replaced 37 of 1950 Schedule. Amended L.N. 333 of 1989)


[17 May 1929]


(Originally 6 of 1929 (Cap 70, 1950))

(*Format changes—E.R. 1 of 2014)
______________________________________________________________________________
Note:
* The format of the Ordinance has been updated to the current legislative styles.

This Ordinance was amended by ss. 3 to 7 of 54 of 1997. The Hongkong and Shanghai Bank Regulations was
repealed by s. 8 of 54 of 1997. S. 2 and s. 9 to 12 of 54 of 1997 are reproduced below-

"2. Interpretation


(1) In this Ordinance, unless the context otherwise requires-
"the bank" (銀行) has the same meaning as in the principal Ordinance and means the company incorporated

under The Hongkong and Shanghai Bank Ordinance 1866 (5 of 1866) (as subsequently varied and
replaced) and which was registered under the relevant Ordinance on 6 October 1989 with the name of
"The Hongkong and Shanghai Banking Corporation Limited"; (Amended 28 of 2012 ss. 912 & 920)

"Monetary Authority" (金融管理專員) means the Monetary Authority appointed under section 5A of the
Exchange Fund Ordinance (Cap 66);

"the principal Ordinance" (主體條例) means The Hongkong and Shanghai Banking Corporation Limited
Ordinance (Cap 70).

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)
(2) Expressions that are defined in the Companies Ordinance (Cap 622) or the Companies (Winding Up

and Miscellaneous Provisions) Ordinance (Cap 32) and are used in this Ordinance shall have the meanings so
defined, unless the context otherwise requires. If an expression used in this Ordinance is defined in both the
Companies Ordinance (Cap 622) and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap 32), the expression has the meaning given by the Companies Ordinance (Cap 622). (Amended 28 of
2012 ss. 912 & 920)

(Amended E.R. 1 of 2015)

9. Alteration of the bank's constitution


(1) The constitution of the bank is altered by substituting a memorandum and articles of association
for the provisions of the principal Ordinance which govern the constitution (including the objects) of the bank
(and this shall include replacement of the Regulations made pursuant to the principal Ordinance) and the
memorandum and articles of association adopted by enactment of this Ordinance shall be in the respective
forms thereof delivered by the bank to and accepted by the Monetary Authority prior to the date on which this
Ordinance shall come into effect.

(2) The memorandum and articles of association adopted by enactment of this Ordinance shall apply to
the bank and shall (subject only to the continuing provisions of the principal Ordinance) be capable of
alteration in the same manner as if the bank were a company formed and registered under the relevant
Ordinance as a company limited by shares with that memorandum of association and those articles of
association.

(3) (Subject only to the continuing provisions of the principal Ordinance) the bank shall be treated for
all purposes as a company formed and registered under the relevant Ordinance as a company limited shares.

(Amended 28 of 2012 ss. 912 & 920)




Cap 70 - The Hongkong and Shanghai Banking Corporation Limited Ordinance 2

10. Changes in the bank's issued share capital
(Amended 28 of 2012 ss. 912 & 920)


All matters relating to or affecting (among other things) the bank's share capital (including, without

limitation, any increase in or reduction, alteration or reorganization of the bank's issued share capital and
including, also without limitation, the issue of redeemable shares and the redemption and buy-back by the
bank of its own shares) shall be determined with regard to the bank's constitution and the Companies
Ordinance (Cap 622) and any other Ordinance or provision of law applicable to companies formed and
registered under the relevant Ordinance, all on the basis provided in and contemplated by section 8.

(Amended 28 of 2012 ss. 912 & 920)

11. Registration of memorandum and
articles of association


On or as soon as practicable following the date on which this Ordinance shall come into effect the bank
shall deliver to the Registrar of Companies a certified printed copy of the memorandum and articles of
association of the bank adopted by enactment of this ordinance.

12. Miscellaneous savings

Nothing in this Ordinance operates or shall operate-

(a) to create a new legal entity;
(b) to prejudice or affect the continuity of the bank;
(c) to affect the property of the bank;
(d) to affect- (Amended 28 of 2012 ss. 912 & 920)

(i) the application of the relevant Ordinance to the bank with effect on and from 6 October
1989 until immediately before the commencement date* of section 2 of Schedule 9 to the
Companies Ordinance (Cap 622) by virtue of the registration of the bank under the
relevant Ordinance on 6 October 1989; and

(ii) the application of the Companies Ordinance (Cap 622) or the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap 32) to the bank with effect on and from the
commencement date* of section 2 of Schedule 9 to the Companies Ordinance (Cap 622).
(Amended 28 of 2012 ss. 912 & 920)

(e) to require 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 prior to that date; (Amended 28 of 2012 ss. 912 & 920 and E.R. 1 of 2014)

(f) to render defective any legal or other proceedings instituted or to be instituted by or against
the bank or any other person;

(g) except to the extent provided by this Ordinance or the principal Ordinance (as amended by this
Ordinance), to affect any rights, powers, authorities, duties, functions, liabilities or obligations
of the bank or any other person; or

(h) otherwise to affect the validity or legality of anything done by the bank prior to the
commencement of this Ordinance under or pursuant to the principal Ordinance (or the
Regulations made pursuant thereto).".


*Commencement date: 3 March 2014.


Section: 1 Short title E.R. 1 of 2014 03/03/2014


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)


Section: 2 Interpretation L.N. 163 of 2013;

E.R. 1 of 2014
03/03/2014



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



Cap 70 - The Hongkong and Shanghai Banking Corporation Limited Ordinance 3

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)
_________________________________________________________________________________
Note:
* Commencement date : 3 March 2014.

Section: 3 Incorporation L.N. 163 of 2013;

E.R. 1 of 2014
03/03/2014



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)

Section: 4 Constitution L.N. 163 of 2013;

E.R. 1 of 2014
03/03/2014



(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)

Section: 5 Overriding provisions L.N. 163 of 2013;

E.R. 1 of 2014
03/03/2014



(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,



Cap 70 - The Hongkong and Shanghai Banking Corporation Limited Ordinance 4

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)

Section: 6 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 7 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 8 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 9 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 10 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 11 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 12 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 13 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 14 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 15 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 16 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 17 (Repealed 54 of 1997 s. 7) 30/06/1997




Section: 18 Saving E.R. 1 of 2014 03/03/2014


Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government
of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic
or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or
under them.

(Amended 33 of 1939; G.N. 840 of 1940 Supp. Schedule; 60 of 1999 s. 3)



Cap 70 - The Hongkong and Shanghai Banking Corporation Limited Ordinance 5


Schedule: Schedule L.N. 163 of 2013;

E.R. 1 of 2014
03/03/2014



[section 5]


Provisions of Memorandum and Articles of the Bank (in the Respective Forms Adopted by Enactment of The
Hongkong and Shanghai Banking Corporation Limited (Amendment) Ordinance 1997 (54 of 1997)) which are

subject to the Provisions of section 5


Clause 3.1(a)(xv) of the memorandum of association-
"Subject to applicable Hong Kong Ordinances and Laws from time to time and for the time being in force
(including the Legal Tender Notes Issue Ordinance (Chapter 65)), in Hong Kong, but not elsewhere, to issue, re-
issue and circulate notes of the Company payable to bearer on demand.".


Article 4 of the articles of association-
"The Company shall maintain its head office in Hong Kong. The head office shall be at No. 1 Queen's Road
Central in Hong Kong or at such other place in Hong Kong as the Directors shall from time to time resolve.".


Article 41 of the articles of association-
"No person shall without the sanction of the Board be entitled at any time to be registered as the holder of or be
interested in more than one per cent of the 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)

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