| An Ordinance to provide for the vesting in The Hong Kong Chinese Bank, Limited of the undertaking of CITIC Ka Wah Bank Limited and for other related purposes. [19 July 2002] (Originally 30 of 2002) Cap 1171 Preamble Whereas— (a) CITIC Ka Wah Bank Limited 中信嘉华银行有限公司 (hereinafter called "CITIC Ka Wah 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) The Hong Kong Chinese Bank, Limited (香港华人银行有限公司)(hereinafter called "Hongkong Chinese 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) Hongkong Chinese Bank is a wholly owned subsidiary of CITIC Ka Wah Bank; (d) for the better conduct of the business of CITIC Ka Wah Bank and Hongkong Chinese Bank, it is expedient that their respective undertakings be merged and that such merger should occur by means of a transfer of the undertaking of CITIC Ka Wah Bank to Hongkong Chinese Bank; and (e) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertaking of CITIC Ka Wah Bank, it is expedient that the said undertaking be transferred to Hongkong Chinese Bank by this Ordinance without interference with the conduct and continuity of the respective businesses of CITIC Ka Wah Bank and Hongkong Chinese Bank. Cap 1171 s 1 Short title This Ordinance may be cited as the CITIC Ka Wah Bank Limited (Merger) Ordinance. Cap 1171 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; "CITIC Ka Wah Bank" (中信嘉华银行) means CITIC Ka Wah Bank Limited 中信嘉华银行有限公司; "customer" (客户) means any person having a banking account or other dealing, transaction or arrangement with CITIC Ka Wah Bank; "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); "excluded property and liabilities" (除外财产及法律责任) means- (a) the common seal of CITIC Ka Wah Bank; (b) documents required to be kept by CITIC Ka Wah Bank pursuant to the Companies Ordinance (Cap 32); (c) the issued share capital of Hongkong Chinese Bank represented by the paid-up shares beneficially owned by CITIC Ka Wah Bank; (d) subject to the agreement of Hongkong Chinese Bank, such other property and liabilities of CITIC Ka Wah Bank as may on or before the appointed day be specified by way of a resolution or resolutions of the board of directors of CITIC Ka Wah Bank;"existing" (现有) means existing, outstanding or in force immediately before the appointed day; "Hongkong Chinese Bank" (香港华人银行) means The Hong Kong Chinese Bank, Limited (香港华人银行有限公司); "liabilities" (法律责任) includes duties and obligations of every description (whether present or future, actual or contingent); "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; "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); "undertaking" (业务) means the business and all existing property, reserves and liabilities of CITIC Ka Wah Bank of whatsoever nature other than the excluded property and liabilities; "will" (遗嘱) includes a codicil and any other testamentary writing. (2) Any reference in this Ordinance to property or liabilities of CITIC Ka Wah Bank is a reference to property or liabilities to which CITIC Ka Wah Bank 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 CITIC Ka Wah Bank, and whether CITIC Ka Wah Bank is entitled to such property or subject to such liabilities under the laws of Hong Kong or under the laws of any country, territory or place outside Hong Kong. |
