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Title:

Articles of Association

Entities:

MTR Corp Ltd

Date:

2004

Size:

139KB total

Price:

$62

ID:

#1628601

► Corporate ► Bus. Formation ► Articles of Association

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MTR CORPORATION LIMITED

LOGO

ARTICLES OF ASSOCIATION

CONTENTS


CLAUSE		PAGE

1.	Exclusion of Table A	1

2.	Definitions	1

3.	Form of Resolution	5

4.	Authorised Share Capital	5

5.	Rights Attached to Shares	6

6.	Warrants	6

7.	Redeemable Shares	6

8.	Purchase of Own Shares	6

9.	Variation of Rights	7

10.	Pari Passu Issues	7

11.	Unissued Shares	7

12.	Payment of Commission	8

13.	Power to Charge Interest to Capital	8

14.	Trusts not Recognised	8

15.	Right to Share Certificates	9

16.	Replacement of Share Certificates	9

17.	Execution of Share Certificates	10

18.	Companys Lien if Shares not Fully Paid	10

19.	Enforcing the Lien	10

20.	Application of Proceeds	11



21.	Calls	11

22.	Timing of Calls	12

23.	Liability of Joint holders	12

24.	Interest Due on Non-Payment	12

25.	Sums due on Allotment Treated as Calls	12

26.	Power to Differentiate	13

27.	Payment of Calls in Advance	13

28.	Notice if Call or Instalment not Paid	13

29.	Form of Notice	13

30.	Forfeiture for Non-Compliance with Notice	14

31.	Notice after Forfeiture	14

32.	Sale of Forfeited Shares	14

33.	Arrears to be Paid Notwithstanding Forfeitures	14

34.	Statutory Declaration as to Forfeiture	15

35.	Transfer	15

36.	Execution of Transfer	15

37.	Rights to Decline Registration of Partly Paid Shares	16

38.	Other rights to Decline Registration	16

39.	Notice of Refusal	16

40.	No Fee for Registration	16

41.	Untraced Shareholders	17

42.	Transmission on Death	18



43.	Entry of Transmission in Register	18

44.	Election of Person entitled by Transmission	18

45.	Rights of Person Entitled by Transmission	19

46.	Increase, Consolidation, Sub-division and Cancellation	19

47.	Fractions	20

48.	Reduction of Capital	20

49.	Extraordinary General Meetings	20

50.	Annual General Meetings	20

51.	Convening of Extraordinary General Meetings	20

52.	Separate General Meetings	20

53.	Length of Notice	21

54.	Omission or Non-Receipt of Notice	21

55.	Postponement of General Meetings	21

56.	Quorum	22

57.	Procedure if Quorum Not Present	22

58.	Security Arrangements	22

59.	Chairman of General Meeting	23

60.	Orderly Conduct	23

61.	Entitlement to Attend and Speak	23

62.	Adjournments	23

63.	Notice of Adjournment	24

64.	Amendments to Resolutions	24



65.	Amendments Ruled Out of Order	25

66.	Voting of members	25

67.	Method of Voting	25

68.	Procedure if Poll Demanded	26

69.	When Poll to be Taken	26

70.	Continuance of Other Business after Poll Demand	26

71.	Votes on a Poll	26

72.	Casting Vote of Chairman	27

73.	Votes of Joint Holders	27

74.	Voting on Behalf of Incapable Member	27

75.	No Right to Vote where Sums Overdue on Shares	27

76.	Objections or Errors in Voting	27

77.	Execution of Proxies	28

78.	Delivery of Proxies	28

79.	Maximum Validity of Proxy	29

80.	Form of Proxy	29

81.	Cancellation of Proxys Authority	29

81A.	Appointment by Clearing Houses of Representative(s) or Proxy(ies)	30

82.	Number of Directors	30

83.	Directors Shareholding Qualification	30

84.	Power of Company to Appoint Directors	30

85.	Power of Directors to Appoint Directors	31



86.	Power of Chief Executive to Appoint and Remove Directors	31

87.	Number to Retire by Rotation	31

88.	Identity of Directors to Retire	32

89.	Filling Vacancies	32

90.	Power of Removal by Ordinary Resolution	32

91.	Persons Eligible as Directors	33

92.	Position of Retiring Directors	33

93.	Vacation of Office by Directors	33

94.	Alternate Directors	34

95.	Executive Directors	35

96.	Directors Fees	36

97.	Additional Remuneration	37

98.	Expenses	37

99.	Pensions and Gratuities for Directors	37

100.	Permitted Interests and Voting	38

101.	General Powers of Company Vested in Directors	41

102.	Borrowing Powers	41

103.	Agents	42

104.	Delegation to Individual Directors	43

105.	Official Seals	43

106.	Registers	43

107.	Cheques, etc.	43



108.	Provision for Employees	44

109.	Directors Meetings	44

110.	Notice of Directors Meeting	44

111.	Quorum	44

112.	Directors below Minimum through Vacancies	45

113.	Appointment of Chairman	45

114.	Competence in Meetings	46

115.	Voting	46

116.	Delegation to Committees	46

117.	Participation in Meetings by Telephone	47

118.	Resolution in Writing	47

119.	Validity of Acts of Directors or Committee	48

120.	Appointment or Removal of the Secretary	48

121.	Use of Seals	48

122.	Declaration of Dividends by Company	48

123.	Payment of Fixed and Interim Dividends by Directors	49

124.	Calculation and Currency of Dividends	49

125.	Amounts due on Shares may be Deducted from Dividends	49

126.	No interest on Dividends	50

127.	Payment Procedure	50

128.	Uncashed Dividends	50

129.	Forfeiture of Unclaimed Dividends	51



130.	Dividends Not in Cash	51

131.	Election for Cash or Shares	52

132.	Power to Capitalise Reserves and Funds	54

133.	Settlement of Difficulties in Distribution	55

134.	Power to Choose any Record Date	55

135.	Records to be Kept	56

136.	Inspection of Records	56

137.	Distribution of relevant financial documents and summary financial reports	56

138.	Service of Notices	57

139.	Record Date for Service	57

140.	Service of Notices on Persons Entitled by Transmission	57

141.	When notices Deemed Served	58

142.	Presumption Where Documents Destroyed	58

143.	Distribution of Assets otherwise than in Cash	59

144.	Indemnity of Officers	60

GLOSSARY		62

THE COMPANIES ORDINANCE (CHAPTER 32)

ARTICLES OF ASSOCIATION

MTR CORPORATION LIMITED

LOGO

COMPANY LIMITED BY SHARES

1.	Exclusion of Table A

The regulations contained in Table A in the First Schedule to the Companies Ordinance and any similar regulations in any other legislation relating to companies do not apply to the Company.

2.	Definitions

(a)

The following table gives the meaning of certain words and expressions as they are used in these articles. However, the meaning given in the table does not apply if it is not consistent with the context in which a word or expression appears. At the end of these articles, there is a Glossary which explains various words and expressions which appear in the text. The Glossary also explains some of the words and expressions used in the memorandum. The Glossary is not part of the memorandum or articles and does not affect their meaning.


*amount (of a share)*		this refers to the nominal amount of the share;

*associates*		shall have the meaning given to it by the Listing Rules;

*auditors*		means the auditors from time to time of the Company or, in the case of joint auditors, any one of them;



*audit committee*		means the committee known by that name established under article 116(e);

*chairman*		means the chairman of the board of directors;

*Chief Executive*		shall have the meaning given to it by the Interpretation and General Clauses Ordinance (Cap. 1 of the Laws of Hong Kong);

*clear days*		in relation to the period of a notice means that period excluding the day when the notice is served or deemed to be served and the day for which it is given or on which it is to take effect;

*clearing house*		means a recognised clearing house within the meaning of Section 2 of the Securities and Futures (Clearing Houses) Ordinance (Cap. 420 of the Laws of Hong Kong) or a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange of such jurisdiction;

*Companies Ordinance*		means the Companies Ordinance (Cap. 32 of the Laws of Hong Kong);

*Company*		means MTR Corporation Limited ;

*directors*		means (a) the executive and non-executive directors of the Company who make up its board of directors, including the directors of the Company appointed by the Chief Executive pursuant to section 8 of the Mass Transit Railway Ordinance (No. 13 of 2000) and in accordance with article 86 and holding office, (and *director* means any one of them), or (b) such directors referred to in (a) who are present at a meeting of the directors at which a quorum is present;



*Financial Secretary Incorporated*		shall have the meaning given to it by the Financial Secretary Incorporation Ordinance (Cap. 1015 of the Laws of Hong Kong);

*HK Stock Exchange*		means The Stock Exchange of Hong Kong Limited;

*Holder*		in relation to any shares means the person whose name is entered in the register as the holder of those shares;

*Hong Kong*		means the Hong Kong Special Administrative Region of the Peoples Republic of China;

*legislation*		means every statute (and any orders, regulations or other subordinate legislation made under it) applying to the Company;

*Listing Rules*		means the Rules Governing the Listing of Securities on the HK Stock Exchange;

*nomination committee*		means the committee known by that name established under article 116(e);

*non-executive directors*		means directors who do not during their directorship hold any other employment or executive office (whether or not an employee) with the Company or any subsidiary of the Company;

*office*		means the registered office of the Company;

*ordinary shareholder*		means a holder of the ordinary shares in the capital of the Company;

*ordinary shares*		means ordinary shares in the capital of the Company;

*paid up*		means paid up or credited as paid up;

*pay*		includes any kind of reward or payment for services;

*protocols*		means the document known by that name and adopted by the directors from time to time;



*register*		means the Companys register of members kept pursuant to the Companies Ordinance and includes any branch register kept pursuant to the Companies Ordinance;

*remuneration committee*		means the committee known by that name established under article 116(e);

*seal*		means any common or official seal of the Company;

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