### Ocean Park Corporation Ordinance 《海洋公園公司條例》

9. Chairman of the Board
(1) The Chief Executive shall, from among the members, appoint—
(a) a Chairman; and
(b) a Deputy Chairman, who shall act as the Chairman during the absence or incapacity of the Chairman, or if that office becomes vacant for any reason.
(2) Without prejudice to section 42 of the Interpretation and General Clauses Ordinance (Cap. 1), the Chairman or Deputy Chairman shall hold office for a period of not more than 3 years as the Chief Executive may determine, but may from time to time be re-appointed.
(3) Where for any reason both the Chairman and the Deputy Chairman are absent from Hong Kong or are, for any other reason, unable to perform the functions of their respective offices, the members may appoint one of their number to act as the Chairman during that absence or incapacity of the Chairman and Deputy Chairman.
(Amended 59 of 2000 s. 3)

10. Proceedings of the Board
(1) At a meeting of the Board a majority of the members for the time being shall form a quorum.
(2) At a meeting of the Board the Chairman shall preside.
(3) All questions for determination at a meeting of the Board shall be decided by a majority of votes of the members present and voting thereon and where there is an equality of votes the member presiding shall have a casting vote in addition to his original vote.
(4) Where a member is in any way directly or indirectly interested in a contract made or proposed to be made by the Corporation—
(a) he shall disclose the nature of his interest at a meeting of the Board;
(b) the disclosure shall be recorded in the minutes of the Board; and
(c) the member shall not take any part in any deliberation of the 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.

11. Validity of proceedings
The validity of any proceedings of the Board shall not be affected by—
(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. Transaction of business by circulation of papers
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.

### Ocean Park Corporation Ordinance 《海洋公園公司條例》

13. Corporation to replace the company
(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, immediately 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 undertakings entered into with and securities given to or by the Corporation;
(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.

Editorial Note:
* Commencement date : 1 July 1987.

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

Editorial Note:
* Commencement date : 1 July 1987.

### Ocean Park Corporation Ordinance 《海洋公園公司條例》

15. References in documents to the company
(1) On and from the commencement* of this Ordinance, a reference 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 (文件) does not include any document which relates to the incorporation of the company. (Amended E.R. 5 of 2020)

Editorial Note:
* Commencement date : 1 July 1987.

16. Dissolution of the company
(1) On the commencement* of this Ordinance, the company shall, notwithstanding any provisions to the contrary in its constitution governing 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 (Cap. 32) as in force at the time of that commencement as if, on that commencement, the Court of First Instance 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. (Amended 25 of 1998 s. 2)
(2) For the avoidance of doubt, it is hereby declared that—
(a) section 765(1) of the Companies Ordinance (Cap. 622) shall not apply; and
(b) section 757 of the Companies Ordinance (Cap. 622) shall apply,
to the company.
(Amended 28 of 2012 ss. 912 & 920) Editorial Note:
* Commencement date : 1 July 1987.