| To provide for facilitating the vesting in The Bank of Tokyo-Mitsubishi, Ltd. of the undertaking of The Bank of Tokyo, Ltd.; and for other related purposes. (Enacted 1996) [23 February 1996] (Originally 1 of 1996) Cap 1160 Preamble WHEREAS- (1) The Mitsubishi Bank, Limited (hereinafter called "Mitsubishi Bank") is a company organized under the law of Japan having its registered place of business at Tokyo; (2) The Bank of Tokyo, Ltd. (hereinafter called "Bank of Tokyo") is a company organized under the law of Japan having its registered place of business at Tokyo; (3) both Mitsubishi Bank and Bank of Tokyo are banks licensed under the Banking Ordinance (Cap 155) and carrying on the business of banking in Hong Kong and elsewhere; (4) a merger agreement executed on 19 May 1995 on behalf of Mitsubishi Bank and Bank of Tokyo was approved at the respective shareholders' meetings of Mitsubishi Bank and Bank of Tokyo both held on 29 June 1995; (5) the merger agreement has provided for the undertaking of Bank of Tokyo to be succeeded to by Mitsubishi Bank and the name of Mitsubishi Bank to be changed to The Bank of Tokyo-Mitsubishi, Ltd. on the appointed day; (6) the merger to be effected pursuant to the merger agreement will be required to be registered with the Commercial Registries under the provision of the Law concerning Merger and Conversion of Financial Institutions of Japan and the Commercial Code of Japan; (7) on the completion of the registration of such merger with the Commercial Registries, Bank of Tokyo will be dissolved under the provisions of the Law concerning Merger and Conversion of Financial Institutions of Japan and the Commercial Code of Japan; (8) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertaking of Bank of Tokyo, it is expedient to make provision to facilitate such merger insofar as it relates to that part of the undertaking of Bank of Tokyo which is governed by Hong Kong law or the transfer of which is governed by Hong Kong law or which is derived from the Hong Kong business of Bank of Tokyo without interference with the conduct and continuity of the respective businesses of Bank of Tokyo and Mitsubishi Bank in Hong Kong. (Enacted 1996) Cap 1160 s 1 Short title This Ordinance may be cited as the Bank of Tokyo-Mitsubishi Ordinance. (Enacted 1996) Cap 1160 s 2 Interpretation (1) In this Ordinance, unless the subject or context otherwise requires- "appointed day" (指定日期) means the day on which the merger is to be effected pursuant to the terms of the merger agreement and the name of Mitsubishi Bank changed to The Bank of Tokyo-Mitsubishi, Ltd.; "Bank of Tokyo" (东京银行) means The Bank of Tokyo, Ltd.; "Bank of Tokyo-Mitsubishi" (东京三菱银行) means The Bank of Tokyo-Mitsubishi, Ltd.; "Commercial Registries" (商业登记处) means the numerous commercial registries located throughout Japan with whom commercial registrations of the merger pursuant to the merger agreement must be registered by the head office and branch offices of Bank of Tokyo-Mitsubishi in operation as at the appointed day; "customer" (客户) means any person having a banking account or other dealing, transaction or arrangement with Bank of Tokyo or, as the case may be, Mitsubishi Bank; "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); "merger agreement" (合并协议) means the merger agreement executed on 19 May 1995 on behalf of Bank of Tokyo and Mitsubishi Bank, and approved by their respective shareholders' resolutions on 29 June 1995; "Mitsubishi Bank" (三菱银行) means The Mitsubishi Bank, Limited which name will be changed to The Bank of Tokyo-Mitsubishi, Ltd. on the appointed day; "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; "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 Bank of Tokyo of whatsoever nature; "will" (遗嘱) includes a codicil and any other testamentary writing. (2) Any reference in this Ordinance to property or liabilities of Bank of Tokyo is a reference to property or liabilities to which Bank of Tokyo 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 Bank of Tokyo, and whether Bank of Tokyo 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. |
