A013-E

KOWLOON-CANTON RAILWAY CORPORATION (AMENDMENT) ORDINANCE 1998

An Ordinance to amend the Kowloon-Canton Railway Corporation Ordinance.

[3 April 1998]

Enacted by the Provisional Legislative Council.

1. Short title

This Ordinance may be cited as the Kowloon-Canton Railway Corporation (Amendment) Ordinance 1998.

2. Long title amended

The long title to the Kowloon-Canton Railway Corporation Ordinance (Cap. 372) is amended by adding "and other railways" after "North-west Railway".

3. Interpretation

Section 2 is amended---

  1. by repealing the definition of "railway" and substituting---

    ""railway", except in the Second Schedule, means---

    1. the Kowloon-Canton Railway;

    2. the North-west Railway; or

    3. any other railway the Corporation may construct and operate, as the case may be;";

  2. in the definition of "railway premises"---

    1. by repealing paragraph (a) and substituting---

      "(a) all land belonging to the Corporation that is used for operational purposes of one or more of the railways and all land and interests or other rights in respect of land that is vested in it pursuant to either section 7 or 7A(1);";

    2. in paragraphs (b), (c), (d) and (e) by repealing "either of";

    3. by adding---

      "(cb) carparks that are---

      1. constructed in association with any of its railways; and

      2. managed and controlled by the Corporation or a person appointed by the Corporation;";

  3. by repealing the definition of "railways" and substituting--- ""railways" means---

    1. the Kowloon-Canton Railway;

    2. the North-west Railway; and

    3. any other railway the Corporation may construct and operate.".
4. Powers of the Corporation

Section 4 is amended---

  1. in subsection (1)(a), by adding "and any other railway that the Secretary for Transport authorizes the Corporation to construct" at the end;

  2. in subsection (3)---

    1. by adding "or 7A" after "7";

    2. by repealing "section 11(4) and" and substituting "such terms, conditions and reservations as the Director of Lands may impose under section 7A or, as the case may be,".
5. Sections added

The following are added before Part III---

    "7A. Vesting of land in the Corporation

      (1) Notwithstanding section 7, where the Director of Lands is satisfied that it is necessary for the operational purposes of one or more of the railways, he may for such purposes vest in the Corporation land or interests or other rights in respect of land, subject to such terms, conditions and reservations as he may determine.

      (2) The vesting shall take effect upon the Director's depositing in the Land Registry a plan signed by him showing the land or interests or other rights in respect of land being vested.

      (3) The Director shall, by notice in the Gazette, publish a statement that a plan has been deposited in the Land Registry pursuant to the vesting of land or interests or other rights in respect of land under this section.

      (4) Where---

  1. land or an interest or other right in respect of land has, under subsection (1), been vested in the Corporation for the operational purposes of one or more of the railways; and

  2. the Corporation wishes to use the land or interest or right for a different purpose, the Corporation may request, in writing, that the Director consent to the proposed change, and the Director may, in giving his consent, impose such terms, conditions and reservations as he thinks fit, including requiring the Corporation to pay a premium.

7B. Land no longer required by the Corporation

    (1) Notwithstanding section 7 but without prejudice to section 7A(4), where---

  1. the Director of Lands and the Corporation agree; or

  2. the Director of Lands, in the absence of such agreement, is satisfied, that land or any interest or other right in respect of land that has been vested in the Corporation is no longer required for the operational purposes of one or more of the railways, he may divest such land or extinguish such interest or other right, and section 7A(2) and (3) shall apply to such divesting or extinguishing with the necessary changes.

(2) Where land is divested or any interest or other right in respect of land is extinguished under this section, the Corporation shall, at its expense---

  1. discharge all encumbrances and shall pay all relevant fees, costs and charges which may be levied in respect of such divesting or extinguishing;

  2. remove all buildings and structures and thereafter either reinstate the land to its former condition to the satisfaction of the Director or put the land in such other condition as the Director may specify.

(3) Upon the divesting of land or the extinguishing of any interest or other right in respect of land, the Government shall have full power to deal with such land as it deems fit, free of all rights or claims on the part of the Corporation.

(4) For the avoidance of doubt, it is hereby declared that the Corporation has the duty to notify the Director of any land or any interest or other right in respect of land to which this section may apply.".

6. Part III substituted

Part III is repealed and the following substituted---

"Part III
Financial

8. Capital of Corporation

    (1) The authorized capital of the Corporation shall be an amount specified by the Financial Secretary under subsection (2) and shall be divided into shares of $100,000 each.

    (2) The Financial Secretary shall, on the day this section comes into operation, specify the amount of authorized capital of the Corporation based on the book value of all assets vested in the Corporation, rounded to the nearest $100,000, and shall publish a notice in the Gazette specifying such amount.

    (3) The Financial Secretary may, after consulting the Corporation, increase the authorized capital of the Corporation by order published in the Gazette.

    (4) Shares in the authorized capital of the Corporation shall be allotted to the Government at par as required in writing by the Financial Secretary.

    (5) All shares allotted to the Government under this section shall be registered in the books of the Corporation in the name of The Financial Secretary Incorporated and held by him in trust on behalf of the Government.

    (6) The Corporation shall not issue shares otherwise than under this section.

9. Power to borrow and to issue stock etc.

(1) Subject to subsection (3) the Corporation may, in any currency and on such terms and conditions as it thinks fit---

  1. borrow or otherwise raise money and charge all or any part of its property as security therefor;

  2. create and issue bonds, notes or other securities which may be charged on the property, undertaking and revenue of the Corporation or any part thereof.
(2) In exercise of the powers conferred by section 4 and subsection (1)(a) the Corporation may purchase property under an agreement providing for the payment of the whole or part of the purchase price by instalments.

(3) The powers conferred by subsection (1) may be exercised to provide the Corporation with such sums or credits as it may require for---

  1. carrying out the purposes referred to in section 4;

  2. repaying money previously borrowed by it therefor and interest, premium or other charge on such money;

  3. repaying sums due to the Government.
10. Power to enter into other financial transactions
    (1) The Corporation may enter into any agreement or arrangement in connection with its financial affairs, including any agreement or arrangement for reducing or compensating for any financial risk, on such terms and conditions as it thinks fit, as if it were a natural person of full age and capacity.

    (2) To facilitate an exercise of the power referred to in subsection (1), the Corporation may promote the formation of an incorporated company as a subsidiary in any territory or jurisdiction.

11. Guarantee by Government
    (1) The Financial Secretary may on behalf of the Government, in such manner and on such conditions as he thinks fit, guarantee the repayment of the principal of, the payment of interest on, and the discharge of any other financial obligation in connection with, any sums borrowed by the Corporation up to $500,000,000 or such greater amount as the Legislative Council may, from time to time, by resolution, approve.

    (2) Any sum required for fulfilling a guarantee given under this section shall be charged on and issued out of general revenue.

    (3) Where any sum is so issued for fulfilling any such guarantee the Corporation shall make to the Government, at such time and in such manner as the Financial Secretary may from time to time direct, payments of such amounts as the Financial Secretary may direct in or towards repayment of that sum and payments of interest on the amount outstanding for the time being in respect of that sum, at such rate as the Financial Secretary may so direct.

    (4) Any sums received by the Government in pursuance of subsection (3) shall be paid into general revenue.

12. Corporation to act on commercial principles
    (1) The Corporation shall conduct its business according to prudent commercial principles and shall ensure as far as possible that, taking one year with another, its revenue is at least sufficient to meet its expenditure.

    (2) Subject to the provisions of sections 13 and 14, the profits of the Corporation in any financial year shall be applied by it in such manner as it may, with the prior approval of the Financial Secretary, think fit, being a manner consistent with this Ordinance.

    (3) For the purpose of this section and sections 13 and 14, the profits of the Corporation in any financial year are the excess of revenue of the Corporation over the total sum required by it---

  1. to meet the total outgoings of the Corporation properly chargeable to revenue account; and

  2. to enable the Corporation to make such provision for depreciation and renewal of capital assets, bad debts and other purposes, being provision properly chargeable to revenue account, as it may reasonably consider adequate.
13. Reserve funds

    (1) Subject to subsection (2), the Corporation may establish any general or special reserve fund and carry to the credit thereof such sums as it thinks fit and expend the same in any way consistent with this Ordinance.

    (2) The Corporation shall not exercise its powers under subsection (1) except with the prior approval of the Financial Secretary and shall, where the Financial Secretary after consultation with the Corporation so directs---

  1. carry the whole or part of the profits of the Corporation in any financial year to the credit of such general or special reserve fund as the Financial Secretary shall approve; or

  2. pay the whole or part of any sum standing to the credit of any such reserve fund into the general revenue.
14. Dividends
    (1) Subject to subsection (2), the Corporation may declare and pay dividends to the Government on the shares allotted to it under section 8 in the amount of the whole or part of the profits of the Corporation in any financial year.

    (2) The Financial Secretary may, after consultation with the Corporation, and after taking into account the loan obligations and other debt of the Corporation, direct the Corporation to declare a dividend in the amount of the whole or part of the profits of the Corporation in any financial year after making allowance for---

  1. any sums carried to the credit of a reserve fund under section 13; and

  2. any accumulated loss disclosed in the balance sheet of the Corporation at the end of the financial year prior to the year in which the dividend is declared.

(3) Any dividend declared under this section shall be paid into general revenue.

(4) No dividend shall bear interest against the Corporation.

(5) Where a direction is given under this section, the Corporation shall comply with the direction and such a direction may require the moneys payable on account of the relevant dividend to be paid within a period and in a manner so specified in the direction.

14A. Investment

Any moneys of the Corporation available for investment may be invested by it in such forms of investment as the Financial Secretary may in writing approve.

14B. Accounts, audit and annual report

    (1) The Corporation shall keep proper accounts and proper records in relation thereto and shall within 4 months after the expiry of a financial year prepare accounts showing fully its financial position and financial transactions for that year.

    (2) Every statement of accounts prepared by the Corporation under this section shall conform to proper commercial standards.

    (3) The accounts of the Corporation shall be audited and the auditor shall make a written report thereon to the Corporation.

    (4) The auditor shall be appointed by the Chief Executive after consultation with the Corporation.

    (5) The Corporation shall within 3 months of the receipt by it of the auditor's report in respect of its accounts for a financial year furnish---

  1. a report on the affairs of the Corporation for that year;

  2. a copy of its account therefor; and

  3. the auditor's report on the accounts, to the Financial Secretary who shall table the same in the Legislative Council.".
7. Sections amended

Sections 16(1)(c)(ii) and (2)(a), 19(1) and 21(1) are amended by repealing "either of" wherever it appears and substituting "one or more of".

8. Sections amended

Sections 17(1)(b), 18(1) and 20 are amended by repealing "either of".

9. Sections amended

Sections 23(a), and paragraphs (i) and (iii) to the proviso, sections 27(1)(a) and 29(1) and (2) are amended by repealing "either of the railways" and substituting "the railway".

10. Acquisition of land by the Government
for the Corporation

Section 28 is repealed.

11. Regulations

Section 30 is amended---

  1. in subsection (1), by repealing "Governor in Council" and substituting "Secretary for Transport";

  2. in subsection (4), by repealing "either the Kowloon-Canton Railway or the North-west Railway or to both" and substituting "one or more of".
12. By-laws

Section 31 is amended---

  1. in subsection (1), by adding---

      "(aa) regulating vehicles and the conduct of persons in carparks referred to in paragraph (cb) of the definition of "railway premises" and charging for the use thereof;";

  2. in subsection (4), by repealing "either the Kowloon-Canton Railway or the North-west Railway or to both" and substituting "one or more of".
13. Corporation to have control over the laying of
cables, pipes, etc. in the wayleave area

Section 34A is amended by repealing "by section 7(6) as read with paragraph 2(b) of the Fifth Schedule".

14. Section added

The following is added---

"39. Savings

Notwithstanding the repeal of section 28 ("the repealed section") by the Kowloon-Canton Railway Corporation (Amendment) Ordinance 1998 (13 of 1998), the repealed section shall continue to apply in respect of outstanding claims arising from resumptions of land for the Kowloon-Canton Railway or the North-west Railway which took place before its repeal.".