| An Ordinance to provide for the vesting in Emirates Bank International Limited of the undertaking of Middle East Finance International Limited and for other related purposes. (Enacted 1992) Cap 1154 Preamble WHEREAS- (1) Middle East Finance International Limited ("MEFIL") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and, as a deposit-taking company registered under the Banking Ordinance (Cap 155), carries on the business of taking deposits in Hong Kong; (2) Emirates Bank International Limited ("Emirates Bank") is a company incorporated in the Emirate of Dubai by decree of His Highness the Ruler of Dubai having its head office in Dubai, and is a restricted licence bank under the Banking Ordinance (Cap 155); (3) MEFIL is a subsidiary of Emirates Bank; (4) for the better conduct of the business of Emirates Bank in Hong Kong, it is expedient that the undertaking of MEFIL be transferred to Emirates Bank; and (5) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertaking of MEFIL, it is expedient that the said undertaking be transferred to Emirates Bank by this Ordinance. (Enacted 1992) [10 July 1992] (Originally 65 of 1992) Cap 1154 s 1 Short title This Ordinance may be cited as the Middle East Finance International Limited (Transfer of Undertaking) Ordinance. (Enacted 1992) Cap 1154 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 an account or other dealing, transaction or arrangement with MEFIL; "Emirates Bank" (联合酋长银行) means Emirates Bank International Limited; "excluded property" (除外财产) means- (a) the common seal of MEFIL; (b) documents (other than accounting records) required to be kept by MEFIL pursuant to the Companies Ordinance (Cap 32); and (c) the purchase consideration for the undertaking to be paid by Emirates Bank to MEFIL;"existing" (现有) means existing, outstanding or in force immediately before the appointed day; "liabilities" (债务) includes duties and obligations of every description (whether present or future, actual or contingent); "MEFIL" (中东财务) means Middle East Finance International Limited; "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 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, liabilities and provision against assets of MEFIL other than the excluded property; and "will" (遗嘱) includes a codicil and any other testamentary writing. (2) Any reference in this Ordinance to property or liabilities of MEFIL is a reference to property or liabilities to which MEFIL 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 MEFIL, and whether MEFIL 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. (3) Any body politic or corporate and any other person or persons whose rights are affected by any of the provisions of this Ordinance shall be deemed to be mentioned herein. (Enacted 1992) Cap 1154 s 3 Appointed day MEFIL and Emirates Bank shall give joint notice in the Gazette stating the day appointed as the appointed day save that, in the event that such day proves not to be the appointed day for any reason, MEFIL and Emirates Bank shall give joint notice in the Gazette to that effect and shall again give joint notice in the Gazette stating the next day so appointed or, as the case may be, the day which was the appointed day. (Enacted 1992) Cap 1154 s 4 Revocation of registration as a deposit-taking company On the appointed day, by virtue of this Ordinance, the registration of MEFIL as a deposit-taking company shall, in accordance with this section, be revoked. (Enacted 1992) Cap 1154 s 5 Vesting of the undertaking in Emirates Bank (1) On the appointed day the undertaking shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest in, Emirates Bank to the intent that Emirates Bank shall succeed to the whole undertaking. |
