1980-HKRS28-16-28_Part04 — Page 18

(Cap. 333.)

(Cap. 32)

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(ii) the provision and maintainance, to the satisfaction of the Commission, of adequate and properly equipped premises for the conduct of the business of a stock market;

(b) the memorandum and articles of association of the company provide for 2 classes of members to be known as members” and associate members respectively;

(c) the articles of association of the company provide for the exclusion from membership or associate membership of any cor poration, firm or individual which or who would be disqualified under this Ordinance from being a member or associate member of the Exchange Company:

(d) the articles of association of the company make effective provi

sion for requiring the registration by or on behalf of a member or associate member of any deed of trust and of the details of any other arrangement concerning the financing or pledging, or use by any other person, of any membership or associate member- ship held by such member or associate member;

(e) the articles of association of the company make effective provi-

sion for prohibiting......

(D) any member from entering into partnership with any person who is not a member; and

(ii) any associate member from entering into partnership with any person who is not an associate member,

for the purpose of a business of dealing in securities:

() the memorandum and articles of association of the company provide for the making of rules for the proper and efficient operation and management of a stock market;

(e) the memorandum and articles of association of the company provide that the company will make the deposits required to be made to any compensation fund established under Part X of the Securities Ordinance in respect of the Exchange Company;

(0 the articles of association of the company have been approved

by the Commistion.

(4) The Comedsalon may-

(a) where it intends to recognize a company under subsection (1); and (6) for the purposes of enabling that company to comply to the satisfaction of the Commission with the requirements of sub- section (3),

cause the articks of association of the company to be drawn up and delivered to the Registrar of Companies.

(5) Notwithstanding anything in the Companies Ordinance, the Regis- trar of Companies may register articles of association delivered under subsection (4), notwithstanding that the articles have not been signed by all or any of the subscribers to the memorandum of association of the company; and the articles so registered shall be as valid and binding as if they had been signed by each subscriber and witnessed in the manner provided by that Ordinance.

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The provisions of the Companica Ordinance shall apply to the Application Exchange Company to the extent that they are not jaconsistent with this of Compute Ordinance

Ordine to Exchange Company. (Cagu 32)

5. (1) There shall be a committee to be known as the transitional Trositional

commince. committee which shall consist of the members for the time being of the Council.

(2) The chairman of the transitional committee shall be elected by the members of the committee.

(3) At any meeting of the transitional committco-

(a) 4 members shall form a quorum;

(6) the chairman shall have a deliberative vote, and, in the case of

an eqtality of votes shall also have a casting vote; and

(c) all questions before the transitional committee shall be decided

by a majority of the members present and voting thereon.

(4) Subject to subsection (3) the procedure at meetings of the transitional committes shall be determined by the committee.

(5) The members of the transitional committee shall hold office until such time as the Committee of the Exchange Company is first elected under section 9.

(6) The transitional committee may appoint sub-committees of its members and may delegate to any such sub-committee any of its powers or Functions, other than the power of delegation conferred by this sub- section.

(7) A delegation under subsection (6) may be revoked at any time, and no such delegation shall prevent the exercise or performance of any power or function by the transitional committee,

6 (1) Notwithstanding anything in the Companies Ordinance or in Functions of the constitution of the Exchange Company, the management and control The printöönad

better,

of the Exchange Company shall, until such time as the Committed is comp. 321 frat elected under section 9. be vested in the transitional committee.

(2) The transitional committee shall, in the exercise of its functions under subsection (1), promote by all practicable means the attainment of the objects of the Exchange Company, and in particular the establishment and operation of a stock market, and the provision of adequate and properly equipped premises therefor.

(3) The transitional committee shall have such additional functions and duties as are specified in this Ordinance.

7. () The transitional committee shall have all such powers as Power of the may be necessary to enable it to carry out its functions, and without analtional limiting the generality of the foregoing but subject to this Ordinance-

(a) shall have the powers vested in the Committee of the Exchange

Company by the articles of association; and

COMMITEEE.