| To provide for the vesting in Standard Chartered Asia Limited of the undertaking of MAIBL Bermuda (Far East) Limited; and for purposes incidental and ancillary thereto. [9 November 1984] (Originally 74 of 1984) Cap 1136 s 1 Short title This Ordinance may be cited as the Standard Chartered Asia Limited Ordinance. Cap 1136 s 2 Interpretation (1) In this Ordinance, unless the context otherwise requires- "the appointed day" (指定日期) means 31 December 1984; "customer" (客户) includes any person having a banking account or other dealing, transaction or arrangement in the course of business with SC Asia or, as the case may be, MBFEL; "excluded items" (除外项目) means documents required to be kept pursuant to the provisions of the Companies Ordinance (Cap 32); "existing" (现有) means existing or in force immediately before the appointed day; "liabilities" (法律责任) includes duties and obligations of every description wheresoever arising (whether existing or future, actual or contingent), but does not include any excluded item; "MBFEL" (米特兰) means MAIBL Bermuda (Far East) Limited; "property" (财产) means property and assets of every description wheresoever situate, and includes property held on trust and securities, rights, benefits and powers of every description, but does not include any excluded item; "SC Asia" (渣打(亚洲)) means Standard Chartered Asia Limited; and "security" (抵押) includes a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive), hypothecation, indemnity, undertaking or other means of securing payment or discharge of a debt or liability (whether existing or future, actual or contingent). (2) For the purposes of this Ordinance- (a) references to property and liabilities of MBFEL are references to all such property and liabilities, whether or not capable of being transferred or assigned by MBFEL; (b) any such reference to property of MBFEL is a reference to property of MBFEL whether situated in Hong Kong or elsewhere; and (c) any such reference to rights or liabilities of MBFEL is a reference to rights to which MBFEL is entitled or, as the case may be, to liabilities to which MBFEL is subject, whether under the law of Hong Kong or under the law of any country or territory outside Hong Kong. Cap 1136 s 3 Vesting of MBFEL's undertaking in SC Asia (1) On the appointed day, all existing property and liabilities of MBFEL of whatsoever nature and whether MBFEL holds or is subject to the same beneficially or in any fiduciary capacity shall, by virtue of this Ordinance and without further assurance, vest in SC Asia and become the property and liabilities of SC Asia as if in all respects SC Asia were the same person in law as MBFEL to the intent that SC Asia shall succeed to the whole undertaking of MBFEL. (2) As consideration for the vesting of property and liabilities under subsection (1) SC Asia shall issue and allot to Standard Chartered Merchant Bank Limited such number of ordinary shares of $1 each in the capital of SC Asia credited as fully paid as SC Asia shall direct and in connection with such issue and allotment SC Asia shall not be obliged to credit or otherwise transfer any amount to its share premium account. (3) Where the vesting of any property referred to in subsection (1) is governed otherwise than by the law of Hong Kong, MBFEL shall, if SC Asia so requires, so soon as is practicable after the appointed day, take all necessary steps for securing the effective vesting of such property in SC Asia and, pending such vesting, MBFEL shall hold any such property in trust for SC Asia. Cap 1136 s 4 MBFEL to be a subsidiary of SC Asia Immediately after the property and liabilities of MBFEL have vested in SC Asia pursuant to section 3, by virtue of this Ordinance- (a) the authorized and issued share capital of MBFEL shall be reduced to 100 ordinary shares of United States $1 each and MBFEL's share premium account shall be reduced to nil; (b) all of the ordinary shares in the capital of MBFEL shall be vested in SC Asia; and (c) MBFEL shall cease to be registered as a deposit-taking company under the Deposit-taking Companies Ordinance*.____________________________________________________________________________________________ Note: * Cap 328, 1983 R. Edition (now repealed, see 27 of 1986). Cap 1136 s 5 Accounting treatment of SC Asia and MBFEL Notwithstanding the provisions of any other Ordinance- (a) the balance sheets and profit and loss accounts of SC Asia and MBFEL for the accounting period of each company in which the appointed day falls shall be prepared in all respects as if the property and liabilities of MBFEL had vested in SC Asia pursuant to section 3 on the first day of such accounting periods; and (b) any retained profits of MBFEL as at the first day of such accounting periods and any reserves arising on the vesting of the property and liabilities of MBFEL in SC Asia pursuant to section 3 shall be distributable by SC Asia. |
