Directors holding such office or place of profit shall be known as Executive Directors. The number of Execu- tive Directors at any one time shall not exceed one third of the total number of Directors."

22. Regulation 116 be deleted and replaced by the following

Regulation:

"U6 The Board may from time to time entrust to and confer upon the Chairman or a Deputy Chairman who is an Executive Director separately together or in the alternative such of the powers exercisable under these regulations by the Board (other than its power to make calls on shares) as it may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and condi- tions and with such restrictions, as the Board thinks expedient, and it may confer such powers collaterally with or to the exclusion of or in substitution for all or any of the powers of the Board in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers.”

23. Regulation 117 be deleted and replaced by the following

Regulation:

"117 A Secretary shall be appointed by the Directors for such term and at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by them."

24. In paragraph (2) of Regulation 120 the words "Chief Manager" be deleted and replaced by the word "Secretary".

25. In Regulation 142 the words "the Chief Manager and the Chief Accountant" be deleted and replaced by the words "the Chief General Manager or a General Manager for the time being or the Secretary".

26. In paragraph (4) of Regulation 144 the words "Chief Manager" be deleted and replaced by the word "Chairman".

27. In Regulation 150 the words "the Chief Manager or Chief Accountant in Hong Kong" be deleted and re- placed by the words "the Chief General Manager or a General Manager or the Secretary”.

28. In Regulation 153 the words "Chief Manager" be

deleted and replaced by the word "Chairman”,

5

29. In Regulation 158 the words "Chief Manager" be deleted and replaced by the words "Chief General Manager, General Manager".

30. Appendix I be deleted and replaced by the following

Appendix:

Register Number of Shares

No.

-

THE HONGKONG AND SHANGHAI BANKING CORPORATION

Incorporated in Hong Kong with Limited Liability

THIS IS TO CERTIFY that

is/are the Registered Proprietorts) of

shares of $25 each fully paid of THE HONGKONG AND SHANGHAI BANKING CORPORATION subject to the terms and conditions of the Ordinance and Regulations of the Corporation.

GIVEN under the Common Seal of the Corporation HONG KONG, this

Registered

Secretary

day of

19

Director

The Corporation will not transfer any shares without the production of a Certificate relating to such shares and the Certificate must be surrendered before any Instrument of Transfer, whether for the whole or any portion thereof can be registered, or a new Certificate issued in exchange.”

Certified that the above Special Resolution proposed and duly passed at an Extraordinary Gen- eral Meeting of the Share- holders of the Bank held in Hong Kong on 28th March, 1969.

Chairman.

By Order of the Board,

I

Chairman.

approve,

Such

“Governor.

10th April, 1969.

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