| An Ordinance to provide for the vesting in Standard Chartered Bank (Hong Kong) Limited 渣打银行(香港)有限公司 of the undertakings of the Hong Kong branch of Standard Chartered Bank, Manhattan Card Company Limited, Standard Chartered Finance Limited 渣打财务(香港)有限公司, Standard Chartered International Trade Products Limited and Chartered Capital Corporation Limited and for other related purposes. [7 May 2004] (Originally 6 of 2004) Cap 1174 Preamble WHEREAS- (a) Standard Chartered Bank (Hong Kong) Limited 渣打银行(香港)有限公司 (hereinafter called "Standard Chartered Bank (Hong Kong)") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a bank authorized under the Banking Ordinance (Cap 155); (b) Standard Chartered Bank (hereinafter called "Standard Chartered") is a company incorporated under the laws of England and Wales by way of Royal Charter having its registered office in the United Kingdom and is a bank authorized under the Banking Ordinance (Cap 155) carrying on the business of banking in Hong Kong and elsewhere; (c) Manhattan Card Company Limited (hereinafter called "Manhattan Card Company") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a restricted licence bank authorized under the Banking Ordinance (Cap 155); (d) Standard Chartered Finance Limited 渣打财务(香港)有限公司 (hereinafter called "Standard Chartered Finance") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong; (e) Standard Chartered International Trade Products Limited (hereinafter called "Standard Chartered International") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong; (f) Chartered Capital Corporation Limited (hereinafter called "Chartered Capital") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong; (g) Standard Chartered Bank (Hong Kong), Standard Chartered, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital are members of the Standard Chartered group of companies of which Standard Chartered PLC is the ultimate holding company (hereinafter called "Standard Chartered Group"); (h) Standard Chartered operates through a branch in Hong Kong (hereinafter called "Standard Chartered, Hong Kong Branch"); (i) for the better conduct of the businesses of the Standard Chartered Group, it is expedient that the respective undertakings of Standard Chartered, Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital be merged into, and succeeded by, Standard Chartered Bank (Hong Kong) and that such merger and succession should occur by means of a transfer of the undertakings of Standard Chartered, Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital to Standard Chartered Bank (Hong Kong); (j) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertakings of Standard Chartered, Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital, it is expedient that the said undertakings be transferred to Standard Chartered Bank (Hong Kong) by this Ordinance without interference with the conduct and continuity of the respective businesses of Standard Chartered Bank (Hong Kong), Standard Chartered, Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital. Cap 1174 s 1 Short title This Ordinance may be cited as the Standard Chartered Bank (Hong Kong) Limited (Merger) Ordinance. Cap 1174 s 2 Interpretation (1) In this Ordinance, unless the subject or context otherwise requires— "appointed day" (指定日期) means such day as may be appointed pursuant to section 3; "Chartered Capital" means Chartered Capital Corporation Limited; "customer" (客户) means any person having a banking account or other dealing, transaction or arrangement with a transferring entity; "data protection principles" (保障资料原则) means the data protection principles set out in Schedule 1 to the Personal Data (Privacy) Ordinance (Cap 486); "excluded property and liabilities" (除外财产及各项法律责任) means— (a) the common seal of each of the transferring entities; (b) documents required to be kept by the transferring entities pursuant to the Companies Ordinance (Cap 32) and, in the case of Standard Chartered, the Companies Act 1985 of England and Wales; (c) the issued and unissued share capital of Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital and rights in respect thereof; (d) the rights and liabilities of the transferring entities under the merger agreement; |
