1964_THE_HONGKONG_AND_SHANGHAI_BANKING_REGULATIONS — Page 15

1989 Ed.]

The Hongkong and Shanghai Bank Regulations

[CAP. 70

A 15

[Subsidiary]

Shares miscellaneous provisions

10. Shares: numbering and indivisibility;

trusts; registration

(1) Every share shall be distinguished by its appropriate number: Provided that, if at any time all the issued shares, or all the issued shares of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up. (G.N.A. 86 of 1960)

Where new shares are issued on terms that, within a period not exceeding twelve months, they will rank pari passu for all purposes with all the existing shares, or all the existing shares of a particular class, neither the new shares nor the corresponding existing shares need have distinguishing numbers so long as they are all fully paid up and rank pari passu. The share certificates of the new shares shall, however, if not numbered, be appropriately worded or enfaced. (L.N. 157 of 1987)

(2) Every share shall be indivisible.

(3) No notice of any trust, express, implied or constructive, shall be entered on any register and the bank shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not except as ordered by a court of justice be bound to recognize any equitable or other claim to or interest under such share on the part of any other person.

(4) Subject to the provisions of these regulations as to joint holders, every person, from time to time entered in the register of shareholders as the holder of any share, shall, unless and until his share be by operation of law or otherwise vested in some other person and unless and until the title of such other person is proved and established to the satisfaction of the board under regulation 51, be recognized and treated by the bank as the sole lawful and rightful owner and holder of such share, and any other person entitled to or claiming to be owner or holder of such share, or to be entered as the holder thereof, shall not have any claim against the bank in respect thereof but shall claim only against the person so entered and his representative.

(5) (Repealed L.N. 61 of 1969)

Certificates for shares

11. Form of certificates of title to shares

Certificates of title to shares shall be in such form as the board may from time to time approve and shall unless otherwise prescribed by the board be in the form in Appendix 1 or to the like effect.

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(G.N.A. 86 of 1960; L.N. 157 of 1987)

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