| To provide for the vesting in Hang Lung Bank, Limited of the undertaking of Dao Heng Bank Limited and for other related purposes. (Enacted 1990) [1 June 1990] (Originally 40 of 1990) Cap 1152 Preamble WHEREAS- (1) Dao Heng Bank Limited (hereinafter called "Dao Heng Bank") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and, as a bank licensed under the Banking Ordinance (Cap 155), carries on the business of banking in Hong Kong; (2) Hang Lung Bank, Limited (hereinafter called "Hang Lung Bank") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and, as a bank licensed under the Banking Ordinance (Cap 155), carries on the business of banking in Hong Kong; (3) Hang Lung Bank is a wholly owned subsidiary of Dao Heng Bank; (4) for the better conduct of the business of Dao Heng Bank and Hang Lung 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 Dao Heng Bank to Hang Lung Bank; and (5) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertaking of Dao Heng Bank, it is expedient that the said undertaking be transferred to Hang Lung Bank by this Ordinance. (Enacted 1990) Cap 1152 s 1 Short title This Ordinance may be cited as the Dao Heng Bank Limited Ordinance. (Enacted 1990) Cap 1152 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 Dao Heng Bank; "Dao Heng Bank"(道亨银行) means Dao Heng Bank Limited; "excluded property" (除外财产) means- (a) the common seal of Dao Heng Bank; (b) documents (other than accounting records) required to be kept by Dao Heng Bank pursuant to the Companies Ordinance (Cap 32); (c) the issued share capital of Hang Lung Bank beneficially owned by Dao Heng Bank; and (d) the rights and benefits of Dao Heng Bank arising out of or in connection with the agreement dated 30 September 1989 and made between The Financial Secretary Incorporated and Dao Heng Bank relating to the acquisition by Dao Heng Bank of the shares in Hang Lung Bank;"excluded reserves" (除外储备) means- (a) non-distributable reserves of $33573948.96; (b) general reserves of such amount as is equal to the value of the excluded property, as recorded in the books of account of Dao Heng Bank on the appointed day, less the nominal amount of the issued share capital of Dao Heng Bank as at the appointed day and the amount of the reserves referred to in paragraph (a) of this definition; and (c) retained earnings of such amount as is equal to the value of the excluded property, as recorded in the books of account of Dao Heng Bank on the appointed day, less the nominal amount of the issued share capital of Dao Heng Bank as at the appointed day and the amount of the reserves referred to in paragraphs (a) and (b) of this definition;"existing" (现有) means existing, outstanding or in force immediately before the appointed day; "Hang Lung Bank" (恒隆银行) means Hang Lung Bank, Limited; "liabilities" (债务) includes duties and obligations of every description (whether present or future, actual or contingent); "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, reserves and liabilities of Dao Heng Bank of whatsoever nature other than the excluded property and the excluded reserves; "will" (遗嘱) includes a codicil and any other testamentary writing. (2) Any reference in this Ordinance to property or liabilities of Dao Heng Bank is a reference to property or liabilities to which Dao Heng 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 Dao Heng Bank, and whether Dao Heng Bank 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. |
