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Title: |
Articles of Association |
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Entities: |
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Date: |
2003 |
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Size: |
139KB total |
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Price: |
$51 |
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ID: |
#1628622 |
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Start of Preview |
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MTR CORPORATION LIMITED
ARTICLES OF ASSOCIATION
CONTENTS
| Clause | Page | |||
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1. |
Exclusion of Table A | 1 | ||
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2. |
Definitions | 1 | ||
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3. |
Form of Resolution | 5 | ||
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4. |
Authorised Share Capital | 5 | ||
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5. |
Rights Attached to Shares | 5 | ||
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6. |
Warrants | 5 | ||
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7. |
Redeemable Shares | 5 | ||
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8. |
Purchase of Own Shares | 6 | ||
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9. |
Variation of Rights | 6 | ||
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10. |
Pari Passu Issues | 7 | ||
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11. |
Unissued Shares | 7 | ||
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12. |
Payment of Commission | 7 | ||
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13. |
Power to Charge Interest to Capital | 7 | ||
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14. |
Trusts not Recognised | 7 | ||
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15. |
Right to Share Certificates | 8 | ||
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16. |
Replacement of Share Certificates | 8 | ||
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17. |
Execution of Share Certificates | 9 | ||
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18. |
Companys Lien if Shares not Fully Paid | 9 | ||
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19. |
Enforcing the Lien | 9 | ||
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20. |
Application of Proceeds | 10 | ||
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21. |
Calls | 10 | ||
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22. |
Timing of Calls | 11 | ||
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23. |
Liability of Joint holders | 11 | ||
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24. |
Interest Due on Non-Payment | 11 | ||
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25. |
Sums due on Allotment Treated as Calls | 11 | ||
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26. |
Power to Differentiate | 11 | ||
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27. |
Payment of Calls in Advance | 11 | ||
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28. |
Notice if Call or Instalment not Paid | 12 | ||
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29. |
Form of Notice | 12 | ||
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30. |
Forfeiture for Non-Compliance with Notice | 12 | ||
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31. |
Notice after Forfeiture | 12 | ||
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32. |
Sale of Forfeited Shares | 12 | ||
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33. |
Arrears to be Paid Notwithstanding Forfeitures | 13 | ||
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34. |
Statutory Declaration as to Forfeiture | 13 | ||
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35. |
Transfer | 13 | ||
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36. |
Execution of Transfer | 14 | ||
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37. |
Rights to Decline Registration of Partly Paid Shares | 14 | ||
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38. |
Other rights to Decline Registration | 14 | ||
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39. |
Notice of Refusal | 15 | ||
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40. |
No Fee for Registration | 15 | ||
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41. |
Untraced Shareholders | 15 | ||
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42. |
Transmission on Death | 16 | ||
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43. |
Entry of Transmission in Register | 16 | ||
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44. |
Election of Person entitled by Transmission | 16 | ||
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45. |
Rights of Person Entitled by Transmission | 17 | ||
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46. |
Increase, Consolidation, Sub-division and Cancellation | 17 | ||
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47. |
Fractions | 18 | ||
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48. |
Reduction of Capital | 18 | ||
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49. |
Extraordinary General Meetings | 18 | ||
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50. |
Annual General Meetings | 18 | ||
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51. |
Convening of Extraordinary General Meetings | 18 | ||
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52. |
Separate General Meetings | 18 | ||
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53. |
Length of Notice | 19 | ||
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54. |
Omission or Non-Receipt of Notice | 19 | ||
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55. |
Postponement of General Meetings | 19 | ||
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56. |
Quorum | 19 | ||
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57. |
Procedure if Quorum Not Present | 20 | ||
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58. |
Security Arrangements | 20 | ||
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59. |
Chairman of General Meeting | 20 | ||
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60. |
Orderly Conduct | 21 | ||
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61. |
Entitlement to Attend and Speak | 21 | ||
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62. |
Adjournments | 21 | ||
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63. |
Notice of Adjournment | 22 | ||
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64. |
Amendments to Resolutions | 22 | ||
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65. |
Amendments Ruled Out of Order | 22 | ||
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66. |
Voting of members | 22 | ||
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67. |
Method of Voting | 23 | ||
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68. |
Procedure if Poll Demanded | 23 | ||
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69. |
When Poll to be Taken | 23 | ||
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70. |
Continuance of Other Business after Poll Demand | 24 | ||
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71. |
Votes on a Poll | 24 | ||
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72. |
Casting Vote of Chairman | 24 | ||
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73. |
Votes of Joint Holders | 24 | ||
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74. |
Voting on Behalf of Incapable Member | 24 | ||
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75. |
No Right to Vote where Sums Overdue on Shares | 24 | ||
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76. |
Objections or Errors in Voting | 25 | ||
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77. |
Execution of Proxies | 25 | ||
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78. |
Delivery of Proxies | 25 | ||
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79. |
Maximum Validity of Proxy | 26 | ||
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80. |
Form of Proxy | 26 | ||
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81. |
Cancellation of Proxys Authority | 26 | ||
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81A. |
Appointment by Clearing Houses of Representative(s) or Proxy(ies) | 27 | ||
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82. |
Number of Directors | 27 | ||
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83. |
Directors Shareholding Qualification | 27 | ||
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84. |
Power of Company to Appoint Directors | 27 | ||
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85. |
Power of Directors to Appoint Directors | 28 | ||
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86. |
Power of Chief Executive to Appoint and Remove Directors | 28 | ||
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87. |
Number to Retire by Rotation | 28 | ||
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88. |
Identity of Directors to Retire | 28 | ||
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89. |
Filling Vacancies | 29 | ||
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90. |
Power of Removal by Special Resolution | 29 | ||
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91. |
Persons Eligible as Directors | 30 | ||
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92. |
Position of Retiring Directors | 30 | ||
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93. |
Vacation of Office by Directors | 30 | ||
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94. |
Alternate Directors | 31 | ||
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95. |
Executive Directors | 32 | ||
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96. |
Directors Fees | 33 | ||
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97. |
Additional Remuneration | 33 | ||
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98. |
Expenses | 33 | ||
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99. |
Pensions and Gratuities for Directors | 33 | ||
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100. |
Permitted Interests and Voting | 34 | ||
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101. |
General Powers of Company Vested in Directors | 37 | ||
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102. |
Borrowing Powers | 37 | ||
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103. |
Agents | 37 | ||
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104. |
Delegation to Individual Directors | 38 | ||
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105. |
Official Seals | 39 | ||
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106. |
Registers | 39 | ||
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107. |
Cheques, etc. | 39 | ||
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108. |
Provision for Employees | 39 | ||
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109. |
Directors Meetings | 39 | ||
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110. |
Notice of Directors Meeting | 39 | ||
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111. |
Quorum | 40 | ||
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112. |
Directors below Minimum through Vacancies | 40 | ||
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113. |
Appointment of Chairman | 40 | ||
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114. |
Competence in Meetings | 41 | ||
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115. |
Voting | 41 | ||
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116. |
Delegation to Committees | 41 | ||
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117. |
Participation in Meetings by Telephone | 42 | ||
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118. |
Resolution in Writing | 42 | ||
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119. |
Validity of Acts of Directors or Committee | 42 | ||
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120. |
Appointment or Removal of the Secretary | 43 | ||
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121. |
Use of Seals | 43 | ||
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122. |
Declaration of Dividends by Company | 43 | ||
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123. |
Payment of Fixed and Interim Dividends by Directors | 43 | ||
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124. |
Calculation and Currency of Dividends | 44 | ||
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125. |
Amounts due on Shares may be Deducted from Dividends | 44 | ||
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126. |
No interest on Dividends | 44 | ||
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127. |
Payment Procedure | 44 | ||
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128. |
Uncashed Dividends | 45 | ||
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129. |
Forfeiture of Unclaimed Dividends | 45 | ||
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130. |
Dividends Not in Cash | 46 | ||
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131. |
Election for Cash or Shares | 46 | ||
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132. |
Power to Capitalise Reserves and Funds | 48 | ||
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133. |
Settlement of Difficulties in Distribution | 49 | ||
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134. |
Power to Choose any Record Date | 49 | ||
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135. |
Records to be Kept | 50 | ||
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136. |
Inspection of Records | 50 | ||
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137. |
Distribution of relevant financial documents and summary financial reports | 50 | ||
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138. |
Service of Notices | 51 | ||
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139. |
Record Date for Service | 51 | ||
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140. |
Service of Notices on Persons Entitled by Transmission | 51 | ||
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141. |
When notices Deemed Served | 52 | ||
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142. |
Presumption Where Documents Destroyed | 52 | ||
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143. |
Distribution of Assets otherwise than in Cash | 53 | ||
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144. |
Indemnity of Officers | 53 | ||
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GLOSSARY |
56 | |||
THE COMPANIES ORDINANCE (CHAPTER 32)
ARTICLES OF ASSOCIATION
OF
MTR CORPORATION LIMITED
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. |
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amount (of a share) |
this refers to the nominal amount of the share; |
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auditors |
means the auditors from time to time of the Company or, in the case of joint auditors, any one of them; |
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audit committee |
means the committee known by that name established under article 116(e); |
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chairman |
means the chairman of the board of directors; |
2
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Chief Executive |
shall have the meaning given to it by the Interpretation and General Clauses Ordinance (Cap. 1 of the Laws of Hong Kong); |
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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; |
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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; |
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Companies Ordinance |
means the Companies Ordinance (Cap.32 of the Laws of Hong Kong); |
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Company |
means MTR Corporation Limited |
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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; |
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Financial Secretary |
shall have the meaning given to it by the Financial Secretary Incorporation Ordinance |
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Incorporated |
(Cap. 1015 of the Laws of Hong Kong); |
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HK Stock Exchange |
means The Stock Exchange of Hong Kong Limited; |
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Holder |
in relation to any shares means the person whose name is entered in the register as the holder of those shares; |
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Hong Kong |
means the Hong Kong Special Administrative Region of the Peoples Republic of China; |
3
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legislation |
means every statute (and any orders, regulations or other subordinate legislation made under it) applying to the Company; |
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Listing Rules |
means the Rules Governing the Listing of Securities on the HK Stock Exchange; |
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nomination committee |
means the committee known by that name established under article 116(e); |
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non-executive |
means directors who do not during their directorship hold any other employment or |
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directors |
executive office (whether or not an employee) with the Company or any subsidiary of the Company; |
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office |
means the registered office of the Company; |
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ordinary shareholder |
means a holder of the ordinary shares in the capital of the Company; |
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ordinary shares |
means ordinary shares in the capital of the Company; |
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paid up |
means paid up or credited as paid up; |
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pay |
includes any kind of reward or payment for services; |
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protocols |
means the document known by that name and adopted by the directors from time to time; |
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register |
means the Companys register of members kept pursuant to the Companies Ordinance and includes any branch register kept pursuant to the Companies Ordinance; |
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remuneration |
means the committee known by that name established under article 116(e); |
committee
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seal |
means any common or official seal of the Company; |
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