TNAG-1678-FCO40-2328-Hong-Kong-Weights-and-Measures-Ordinance-1987-1987 — Page 12

Validity of proceedings.

Transaction of business by circulation of

papers.

Corporation to replace the company.

(c) the member shall not take any part in any deliberation of

Board with respect to that contract except with the permission of the Chairman and shall not vote on any question concerning it. (5) Subject to this Ordinance, arrangements relating to meetings of the Board, and the procedure at and the conduct of its meetings, shall be such as the Board may determine.

by

11. The validity of any proceedings of the Board shall not be affected

(a) any defect in the appointment of any member;

(b) the absence of any member from the meeting at which any such

proceeding occurred; or

(c) any vacancy among members.

12. The Board may transact any of its business by circulation of papers amongst members (whether any such member is in or outside Hong Kong), and a resolution in writing which is approved in writing by a majority of the members shall be as valid and effectual as if it had been passed at a meeting of the Board.

PART IV

CORPORATION To Replace the COMPANY AND RELATED MATTERS

13. (1) On and from the commencement of this Ordinance—

(a) all movable or immovable property that, immediately before that commencement, was vested in the company shall vest in the Corporation on the same terms and conditions on which it was so vested in the company;

(b) all moneys and liquidated and unliquidated claims that, imme- diately before that commencement, were payable to or recoverable by the company shall be moneys and liquidated and unliquidated claims payable to or recoverable by the Corporation;

(c) all proceedings commenced before that commencement by the company and pending immediately before that commencement shall be deemed to be proceedings pending by the Corporation and all proceedings so commenced by any person against the company and pending immediately before that commencement shall be deemed to be proceedings pending by that person against the Corporation;

(d) all contracts, agreements, arrangements and undertakings entered into with, and all securities lawfully given to or by, the company and in force immediately before that commencement shall be deemed to be contracts, agreements, arrangements and under- takings entered into with and securities given to or by the Corporation;

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(e) the Corporation may, in addition to pursuing any other remedies or exercising any other powers that may be available to it, pursue the same remedies for the recovery of money and claims referred to in this section and for the prosecution of actions and proceedings so referred to as the company might have done but for this Ordinance;

(f) the Corporation may enforce and realize any security or charge existing immediately before that commencement in favour of the company and may exercise any powers thereby conferred on the company as if the security or charge were a security or charge in favour of the Corporation; and

(g) all debts, money and claims, liquidated and unliquidated, that, immediately before the commencement, were due or payable by, or recoverable against, the company shall be debts due by, money payable by and claims recoverable against, the Corporation.

(2) No stamp duty shall be payable in respect of any vesting under this section of movable or immovable property.

14. Any person who was, immediately before the commencement of Saving of this Ordinance, an employee of the company shall, on and from that employees of commencement, be an employee of the Corporation on the same terms and the company. conditions as he was an employee of the company immediately before that

commencement.

15. (1) On and from the commencement of this Ordinance, a refer- ence in any document to the company or an employee of the company shall be a reference to-

(a) in the case of the company, the Corporation; and

(b) in the case of an employee of the company, an employee of the

Corporation.

(2) For the purposes of this section "document" does not include any document which relates to the incorporation of the company.

References in documents to

the company.

16. (1) On the commencement of this Ordinance, the company shall, Dissolution of notwithstanding any provisions to the contrary in its constitution governing the company. the winding up or dissolution of the company and notwithstanding the provisions of any other Ordinance, be deemed to be dissolved under section 291A(1) of the Companies Ordinance as if, on that commencement, the (Cap. 32.) High Court had made an order under that section that the company be struck off the register and dissolved and, accordingly, the Registrar of Companies shall, on that commencement, or so soon thereafter as is possible, strike the company off the register.

(2) For the avoidance of doubt, it is hereby declared that--

(a) section 291A(2) of the Companies Ordinance shall not apply; and

(b) section 291B of the Companies Ordinance shall apply,

to the company.