| To provide for the vesting in BOT International (H.K.) Ltd. of the undertaking of Mitsubishi Finance (Hong Kong) Limited and for other related purposes. (Enacted 1996) [23 February 1996] (Originally 2 of 1996) Cap 1161 Preamble WHEREAS- (1) Mitsubishi Finance (Hong Kong) Limited (hereinafter called "Mitsubishi Finance") is a company incorporated under the law of Hong Kong having its registered office in Hong Kong and is a wholly-owned subsidiary of The Mitsubishi Bank, Limited, a company organised under the laws of Japan; (2) BOT International (H.K.) Ltd. (hereinafter called "BOT International") is a company incorporated under the law of Hong Kong having its registered office in Hong Kong and is a wholly-owned subsidiary of The Bank of Tokyo, Ltd., a company organised under the laws of Japan; (3) each of Mitsubishi Finance and BOT International holds a restricted banking licence granted under the Banking Ordinance (Cap 155) and is carrying on the business of taking deposits and providing financial services in Hong Kong; (4) The Bank of Tokyo, Ltd. and The Mitsubishi Bank, Limited have pursuant to an agreement executed on their respective behalves on 19 May, 1995 agreed that the business, assets and liabilities of The Bank of Tokyo, Ltd. will be merged into The Mitsubishi Bank, Limited on 1 April, 1996 (or such other date as the parties may agree) and further that the name of The Mitsubishi Bank, Limited will be changed to The Bank of Tokyo-Mitsubishi, Ltd. on that day; (5) pursuant to the merger referred to in paragraph (4) above and for the rationalisation of the group business of The Bank of Tokyo-Mitsubishi, Ltd. in Hong Kong as from the appointed day and for the better conduct of the businesses of BOT International and Mitsubishi Finance after such merger, BOT International and Mitsubishi Finance have on 4 December 1995 entered into a merger agreement which provided for the undertaking of Mitsubishi Finance to be succeeded to by BOT International on the appointed day; (6) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertaking of Mitsubishi Finance, it is expedient to make provision to facilitate such merger without interference with the conduct and continuity of the respective businesses of Mitsubishi Finance and BOT International. (Enacted 1996) Cap 1161 s 1 Short title This Ordinance may be cited as The Bank of Tokyo-Mitsubishi (Merger of Subsidiaries) Ordinance. (Enacted 1996) Cap 1161 s 2 Interpretation (1) In this Ordinance, unless the subject or context otherwise requires- "appointed day" (指定日期) means such day and time as may be appointed pursuant to section 3; "BOT International" (东银国际) means BOT International (H.K.) Limited; "customer" (客户) means any person having a banking account or other dealing, transaction or arrangement with Mitsubishi Finance or, as the case may be, BOT International; "excluded property" (除外财产) means- (a) the common seal of Mitsubishi Finance; (b) documents (other than accounting records) required to be kept by Mitsubishi Finance pursuant to the Companies Ordinance (Cap 32); and (c) the rights and benefits of Mitsubishi Finance arising out of or in connection with the merger agreement;"existing" (现有) means existing, outstanding or in force immediately before the appointed day; "liabilities" (法律责任) includes duties and obligations of every description (whether present or future, actual or contingent); "Mitsubishi Finance" (三菱财务) means Mitsubishi Finance (Hong Kong) Limited; "merger agreement" (合并协议) means the merger agreement executed on 4 December 1995 on behalf of BOT International and Mitsubishi Finance in relation to the transfer of the undertaking; "property" (财产) means property and assets of every description and rights of every description (whether present or future, actual or contingent), and includes property held on trust and securities, benefits and powers of every description but does not include the excluded property; "security" (抵押) includes a mortgage or charge (whether legal or equitable and including any sub-mortgage), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive), hypothecation, assignment by way of security, indemnity, right of set-off, agreement or undertaking (whether in writing or not) or other means (in each case made, granted, arising or subsisting under any applicable law) of securing payment or discharge of a debt or liability (whether present or future, actual or contingent); "undertaking" (业务) means the business and all existing property and liabilities of Mitsubishi Finance of whatsoever nature other than the excluded property; "will" (遗嘱) includes a codicil and any other testamentary writing. (2) Any reference in this Ordinance to property or liabilities of Mitsubishi Finance is a reference to property or liabilities to which Mitsubishi Finance is for the time being entitled or subject (whether beneficially or in any fiduciary capacity), wherever such property or liabilities are situated or arise and whether or not capable of being transferred or assigned by Mitsubishi Finance, and whether Mitsubishi Finance is entitled to such property or subject to such liabilities under the law of Hong Kong or under the law of any country or territory outside Hong Kong. |
