CO129-515-8 Hong Kong and Shanghai Banking Corporation- amendment ordinances- and reports 26-1-1929 - 8-7-1929 — Page 24

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Periods dur-

ing which registers may be closed.

Power to decline

to register transfer.

Transfer not permitted of share on which calls have been made.

Transmission

of registered shares.

16

47. The Shareholders' registers and the registers of transfers, kept at the Head Office and at any establishment where local registers are kept, may be closed from time to time during such time as the Board thinks fit not exceeding in the whole forty days in each year. Any such closing shall be notified once at least by advertisement in an English daily newspaper print- ed and circulating in the place where such closing takes place.

48. The Board may, in its discretion and without assigning any reason therefor, refuse to register the transfer of any share to any person of whom it shall not approve as transferee, or whilst the shareholder making the same is, either alone or jointly with any other person, indebted to the Bank on any account whatsoever. The Board may also refuse to register any trans- fer of shares on which the Bank has a lien; and the Board shall also be en- titled without assigning any specific reason therefor to refuse to register any transfer of shares made to a corporation, sole or aggregate, or to a firm, or to a limited partnership or to any person, firm or corporation holding shares in trust or otherwise than in his or their own right, whether already a share- holder or not.

49. No shareholder shall be entitled to transfer a share after a call is made thereon, until the call or calls made on that share, and all other calls (if any) due on every other share held by him, and all interest (if any), and all costs and expenses (if any) in respect thereof be paid.

50. The executors or administrators of a deceased shareholder (not be- ing one of several joint holders) shall be the only person recognised by the Bank as having any title to the shares registered in the name of such share- Survivorship holder, and in case of the death of any one or more of the joint registered holders of any shares, the survivors shall be the only persons recognised by the Bank as having any title to or interest in such shares.

in joint holder.

Transmission clause.

Evidence of title.

Delegation of Boards authority to deal with transfers on local registers.

Form of Transfer.

Execution of transfer.

51. Any person, becoming or claiming to be entitled to shares in consequence of the death or bankruptcy of any shareholder or by any lawful means other than by transfer in accordance with these regulations, shall not have any claim upon the Bank in respect of any such shares or of

any divi- dend in respect of the same but may, upon such evidence of title being pro- duced as may from time to time be required by the Board and with the con- sent of the Board (which it shall not be under any obligation to give), be re- gistered as a shareholder, in respect of such shares, or may, with the like consent, elect to have some person nominated by him and approved by the Board registered as transferee of such shares. This regulation is herein- after referred to as the transmission clause.

52. The Board may from time to time depute some person or persons, whether jointly or severally, to approve of or refuse to register or to deal with transfers or transmissions on any local register and to direct the registration of approved transfers or transmissions in any such register, and such person or persons may, in respect of transfers or transmissions or other entries proposed to be so registered, exercise all the powers of the Board in the same manner and to the same extent and effect as if the Board was actually present and was exercising the same.

53. (1) Shares in the Bank shall be transferred only by such instru- ment and in such form as shall from time to time be approved by the Board, and shall be by instrument in writing. Such instrument shall contain an undertaking by the transferee of every share thereby transferred to perform and observe all the duties and obligations of a shareholder in respect of such share in accordance with the provisions of the Ordinance and regulations. The instrument of transfer of any share shall, unless and until otherwise prescribed by the Board, be in the form contained in Appendix 2 to these regulations or to the like effect.

(2) The instrument of transfer of any share shall be signed both by the transferor and transferee but need not be signed' on behalf of the Bank, and the transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the appropriate register in respect thereof.