Record ID




歷史檔案館 PRO



File Number




File Title:



File Number







File Begins


∙lery 9/3/63 Bey Motor


File Ends









R. G. 143/16


D.H. Jordan

(Defence Secretary)

11. 7.64.

J. Flinn

(P. Registrar General)

6.3. 63.

C. M. Stevens

(P. Registrar Genera ()

(c) 4.2.63.

E.B. Teesdale

Deputy Colonial Secretary)


G.F. 82

File No.

RG. 143/16.




A.R.G. Secretary,

Sec. 7. / Cine. Noth's


Will you please consider what action is required by us in connection with enclosure (1). In so far as companies are concerned, I think we came to the conclusion when stating the Shanghai Stock Exchange case that certain emergency legislation still operative, and it may be nece- ssary to keep some of the Companies ordinance in existence. You will no doubt consider this aspect of the matter.


(R. H. Munro)

D.R.G. 11.2.63

RHM: sm



I have dealt with (1) in the context of the Shanghai Stock Exchange case.



It might be advisable for you to obtain from the Companies Registry a copy of my memo to Crown Counsel regarding that case the papers being on Shanghai Stock Exchange file - and a copy of Crown Counsel's reply which is at present being dealt with. I have placed a spare copy of my note regarding these China companies on this file but I might say that the view that I was trying "to get home" is not supported by the Legal Dept.

CMS: jl


(C. M. Stevens) ng A. R. G.

Acting 37 63

3 M. 9 11.7.64 to Security Officer, C.S.


(6) Security Circ. No. 3 of 30.11. 67. pour Defence Secretary.







balish 18/4




B & D.


Please su C and your comments if any.pae.




CR 6/3231/59 II


D.K. G. De


Emergency & Defence Regulations

Colonial Secretariat,

Hong Kong.

4th February 1963.

This circular sets out certain proposals for revoking all existing Emergency and Defence Regulations. They are either to be replaced by permanent legislation where necessary or to be held in proof form so that they can be brought into force as and when the need arises. The circular should be read by all Heads of Departments, Officers concerned with the operation of existing Regulations and those concerned with Emergency Planning.

It is proposed to revoke, at the earliest possible date, all

Emergency Regulations and British Military Administration Proclamations which are still in operation. This includes the Emergency (Principal) Regulations, 1949. The only exception proposed is for the Emergency (Deportation and Detention) Regulations 1962.


      Any Head of Department who sees any continuing need for any provisions of the Regulations referred to above, and who has not already consulted the Legal Department on this subject, should submit his proposals to the Colonial Secretary (copy to Attorney General) for consideration not later than 28th February 1963.


      Provisions which are required in normal times should be incorporated in the permanent law.


      Provisions which are required only in emergencies will be put into draft Emergency Regulations which will be held ready to be brought into force if and when the need arises. This applies particularly to the provisions of Emergency (Principal) Regulations, some of which are now in force and others on the Statute Book but not in force. Heads of Departments are also invited to examine the Emergency (Principal) Regulations and to submit any suggestions for their improvement which will assist in their revision.


Crown Counsel (Mr. Davidson) will be available to assist departments

in deciding whether the existing powers are:

(a) adequately covered by other existing permanent legislation;

(b) not required;

(c) required, and if so, how best they can be

(i) incorporated in the permanent law, or

(ii) incorporated in draft Emergency Regulations.

To: Heads of Departments


TEESDALE Deputy Colonial Secretary



China Companies

Hong Kong China Companies Companies which are neither China nor

Hong Kong China Companies

 The problem which we immediately have to con- sider is that raised by Messrs Johnson, Stokes & laster, who are acting on behalf of the Shanghai Stock Exchange. As will be seen from their letter the Shanghai Stock Exchange has certain assets which it is anxious according to lessrs Johnson, Stokes & Faster - to dis- tribute for charitable purposes in the Colony.



The Shanghai Stock Exchange has to date not taken action to apply for registration under Proclama- tion 27 of 1946, which as a company if it was wither a China company nor a Hong Kong China company it should have done.


The questions at issue here have been the cub- ject of an exchange of minute and neno between R.G. and the Legal Department in connection with the Shanghai Gas Co. Ltd which, rightly or wrongly, was registered under Proclamation 27 and gazetted as a China company.


The memo from the Legal Department of 18.1.60 followed the lines of thought submitted by R.G. but it was inconclusive to the extent that it asked that the matter should be left over so that a more categorical reply to the points raised by R.G. could be given. The last sentence of para. 9 of the Legal Department's memo said "Furthermore, one wonders whether the exclusion of pre-1911 companies was deliberate and, if so, why?" I am quite certain in my own mind that not only does it not deliberately exclude pre-1911 companies, but that the legislature had every intention to include then, and I am not at all sure that the effect of the legisla- tion to date has not been to do just this.


The Companies Ordinance of 1865 provided for the formation and registration of associations in Hong Kong of more than 10 or 20 persons. The position of associations of persons which had been formed prior to 1865 was left in the air until an amending ordinance of 1866 provided for the registration of pre-1865 associa- tions. They did not, of course, form themselves under that Ordinance. From subsequent events it appears clear that these bodies and persons after 1865 became incorporated.


 In 1911 an Ordinance was passed to consolidate and amend the law relating to companies, and it was provided by Section 1(2) that the Ordinance applied to every company registered in the Colony either before and after the commencement of that Ordinance and not- withstanding that the whole or part of their business was or may be carried on elsewhere. This would, there- fore, apply to companies registered prior to 1911 although the whole of the business of such company might be



carried on in Shanghai. Section 1(3) went on to clarify the powers of the Court in Hong Kong even where it was difficult or impossible to enforce orders of such Court because the company concerned might be directed or con- trolled outside the Colony. Section 225 of the 1911 Ordinance provided that the Ordinance should apply in the same rammer in the case of limited company (other than a company limited by guarantee) as if the company had been formed and registered under the 1911 Ordinance as a company limited by shares. Section 225 went on to provide also that in the case of a company limited by quarantee the 1911 Ordinance should apply as if the company had been formed and registered under the 1911 Ordinance as a company solely limited by guarantec. There was a proviso to this section to the effect that any reference express or implied to the date of regis- tration should be construed as a reference to the date at which the company was in fact registered. The effect of this proviso was to retain the original regis- tration date at the date of incorporation, and this was followed after 1911.


Section 226 of the 1911 Ordinance provided that the 1911 Ordinance should apply to companies regis- tered but not formed under the Companies Ordinance 1865 or the Companies (Registration) Ordinance 1866 and there was a similar proviso about the date of registration.


   It will be noted from the above that there was some difficulty about the enforcement of Court orders on companies where the direction or control was outside the Colony and this position was emphasized in the case of in re Dallas Horse Repository Co. Ltd reported in Hong Kong Law Reports 1910 in which it was decided that the Courts of Hong Kong had no jurisdiction over companies incor- porated under the then current llong Kong Legislation which did not carry on business here (i.e. in particular "China Companies").


It appears to be as a result of this decision in re Dallas that there was an Crder-in-Council in 1915 which for the first time distinguished between normal companies, China companies, and llong Kong China companies. The object of the exercise being to extend the jurisdic- tion of Hong Kong Court to such companies so far as the enforcement of its orders was concerned.


In 1915, a further Ordinance was enacted to amend the law relating to companies, and following upon the Order-in-Council of 1915, Section 2 specifically defined "British company", "China company" and "Hong Kong China company", Section 2 stated that "China company" means "a company limited by shares or by guarantee incorporated under the Companies Ordinances, and the operations of which are directed and controlled from some place within the limits of the China (Companies) Order-in-Council, 191 ".

- 3-


 Section 1 of the 1915 Ordinance stated that that Ordinance might be cited as the Companies Ordinance 1915, and should be read and construed as one with the Companies Ordinances 1911 and 1913 and that all three Ordinances might be cited together as the Companies Ordinances 1911



 It is my considered view that the effect of Sections 225 and 226 of the 1911 Ordinance vas to treat companics formed and registered, or just registered, prior to that Ordinance as being incorporated under the 1911 Ordinance. Section 262 of the 1911 Ordinance was the section which repealed the earlier Ordinances and it provided that the repeal should not effect the incorporation of any company registered under any enact- ment thereby repealed. If I an correct in this then clearly any company which was formed and/or registered under the carlier Ordinances became a company treated as incorporated under the 1911 Ordinance, and where appropriate would be governed by the provisions of Pro- claration 27 of 1946 as either a "China company" or a "Hong Kong China company" So far as the Shanghai Stock Exchange is concerned I have no doubt whatsoever in my own mind that it was formed and registered in Hong Kong and had its control in Shanghai and that the necessary notices would have been given under Section 4 of the 1915 Crdinance.


Assuming I am correct then application should be made formally by the Shanghai Stock Exchange to be treated as a "China company" and have registration effected under Proclamation 27. They would then be re- gistered on the Hong Kong Register and the matter could proceed in the normal way.


If my views on all this are incorrect, and it is decided that the Shanghai Stock Exchange was neither a "llong Kong China company" nor a "China Company" and was not covered by the terms of the Proclamation then it must be deemed to be a normal company incorporated under the provisions of the Hong Kong Companies Ordinances, and, subject to an extension of time which may be given by the Registrar, should reconstruct their records under Cap. 249.

 It seems to me clear that the company must be one or the other of the three things being considered, and whilst I am confident that the intention of the legislature is clear and that there was no deliberate intention to leave this type of company outside the pro- visions of the Proclamation, there must be an answer to enable them to deal with the assets without the require- ment of anonding legislation.


I am reinforced in my view that the Shanghai Stock Exchange was indeed a "China company" for the following reasons :



 In Proclamation 27 the definition of "China company" was a company limited by shares or by guarantee incorporated under the Companies Crdinance 1911 of the Colony or any Ürdinance amending or substituted for the same, and the operations of which were directed or con- trolled fron a place within the limits of the China Order-in-Council 1925. In the same article - Article 5 - it was stated that "Companies Ordinances comprise the following ordinances of the Colony of Hong Kong", inter alia, the Companies Crdinance 1911.


 It is interesting to note that no reference was made in the Troclamation to the most recent Com- panies Ordinance prior to the Proclamation, namely, the Companies Ordinance of 1952, and I frankly can only think that for a variety of reasons the Civil Aûninistration in the immediate post-war period overlooked the fact that there had been a 1932 Ordinance. If it had not done so.

I feel sure that the definition of "China company" would have been that set forth in Section 348 of the 1932 ürdinance. The definition- to understand which one also has to look at the definition of "companies", "existing companies" is as follows :


"Company" means a company formed and registered under this Urdinance or an existing company;

"Existing company" means a company formed and registered under the Companies Ordinance, 1865, or the Companies Ordinance 1911.

"China company" means a company as defined by this Section the operations of which are directed and controlled from a place within the limits of the China Crder-in-Council.

Certainly, if the oclaration had referred to that definition of "China company" then the Shanghai Stock Exchange would have been within such definition, and I cannot believe that it was the deliberate intention of Civil Administration to exclude companies of that nature.


 I would read into the Proclamation that the Ordinance of 1932 was in fact included by reference to the Crdinance of 1911 and "any ordinance amending or substituted for the samo and under this I would person- ally apply the definition in the 1932 Ordinance.


 I agree that there is doubt about this, and it is my own view that we should make the position abundantly clear by getting the Legal Department to draft an appropriate Ordinance to replace Proclamation 27 which should then go under S.T.C.L. 5 of 4.2.63. We cannot altogether get rid of the provisions with regard to "China companics" at present covered by the Proclamation, and hence we must keep it, or an amending Ordinance, in force.

- 5 -

We could clear the meaning of "China company" then so as to cover the Shanghai Gas Limited, Shanghai Stock Exchange and any other similar companies.


(C. I. Stevens) p. Registrar General

G.F. 73




Registrar General.

Ref. (29) in R.G.101/09

Tel. No.



11th July, 1964.


Security Officer,

To Colonial Secretariat

Your Ref..



Departmental Security Officer Security Regulation III

Please be informed that Mr W. Neil has been appointed as the Departmental Security Officer w.e.f. 13th July 1964

vice Mr J. Flinn on transfer to Colonial Secretariat.

YW: kw

c.c. R.G. 143/16

(J. Flinn)

p. Registrar General.


tims fill Hopt









CR 6/1473/59


Colonial Secretariat,

Hong Kong.

30th November, 1964

Security Circular No. 3

Security Inspections

Security Regulation 103

It seems that some Departments may have overlooked

this Regulation.


I should therefore be grateful if Heads of Departments would, if they have not already done so, arrange for regular security inspections to be made, particularly after office hours, and if a record could be kept of such inspections.


Security Regulation 103 will in due course be

amended to read :

Heads of Departments should ensure that periodical security inspections are carried out in their departments, both in and out of office hours. Records of the results of these inspections will be maintained.



- 1 DEC 84




D.H. JORDAN Defence Secretary 30th November, 1964



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