| An Ordinance to provide for the vesting in Dao Heng Bank Limited of the undertakings of DBS Kwong On Bank Limited and Overseas Trust Bank, Limited and for other related purposes. [28 March 2003] (Originally 11 of 2003) Cap 1172 Preamble WHEREAS- (a) Dao Heng Bank Limited (道亨银行有限公司) (hereinafter called "Dao Heng Bank") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a bank licensed under the Banking Ordinance (Cap 155) carrying on the business of banking in Hong Kong and elsewhere; (b) DBS Kwong On Bank Limited DBS 广安银行有限公司 (hereinafter called "DBS Kwong On Bank") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a bank licensed under the Banking Ordinance (Cap 155) carrying on the business of banking in Hong Kong; (c) Overseas Trust Bank, Limited (海外信讬银行有限公司) (hereinafter called "Overseas Trust Bank") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a bank licensed under the Banking Ordinance (Cap 155) carrying on the business of banking in Hong Kong; (d) Dao Heng Bank, DBS Kwong On Bank and Overseas Trust Bank are members of the DBS Group; (e) for the better conduct of the businesses of the DBS Group, it is expedient that the respective undertakings of Dao Heng Bank, DBS Kwong On Bank and Overseas Trust Bank be merged and that such merger should occur by means of a transfer of the undertakings of DBS Kwong On Bank and Overseas Trust Bank to Dao Heng Bank; and (f) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertakings of DBS Kwong On Bank and Overseas Trust Bank, it is expedient that the said undertakings be transferred to Dao Heng Bank by this Ordinance without interference with the conduct and continuity of the respective businesses of Dao Heng Bank, DBS Kwong On Bank and Overseas Trust Bank. Cap 1172 s 1 Short title This Ordinance may be cited as the Dao Heng Bank Limited (Merger) Ordinance. Cap 1172 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; "customer" (客户) means any person having a banking account or other dealing, transaction or arrangement with a transferring bank; "Dao Heng Bank" (道亨银行) means Dao Heng Bank Limited (道亨银行有限公司); "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); "DBS Group" (DBS 集团) means The Development Bank of Singapore Limited and its subsidiaries; "DBS Kwong On Bank" (DBS 广安银行) means DBS Kwong On Bank Limited DBS 广安银行有限公司; "excluded property" (除外财产) means- (a) the common seal of each of the transferring banks; (b) documents required to be kept by the transferring banks pursuant to the Companies Ordinance (Cap 32); (c) the issued share capital of DBS Kwong On Bank represented by the paid-up shares beneficially owned by DBS Group Holdings (Hong Kong) Ltd.; (d) the issued share capital of Overseas Trust Bank represented by the paid-up shares beneficially owned by Dao Heng 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); "Overseas Trust Bank" (海外信讬银行) means Overseas Trust Bank, Limited (海外信讬银行有限公司); "Privacy Commissioner" (私隐专员) means the Privacy Commissioner for Personal Data established under section 5(1) of the Personal Data (Privacy) Ordinance (Cap 486); "property" (财产) means property and assets of every description wheresoever situate and rights of every description (whether present or future, actual or contingent), and includes property held on trust or in a fiduciary capacity and security interests, benefits and powers of every description but does not include the excluded property; "Registrar of Companies" (公司注册处处长) means the Registrar of Companies appointed under section 303 of the Companies Ordinance (Cap 32); "security interest" (抵押权益) 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, flawed asset arrangement, 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); "subsidiary" (附属公司) has the meaning assigned to it by section 2 of the Companies Ordinance (Cap 32); |
