| An Ordinance to provide for the vesting in The Bank of East Asia, Limited of the undertaking of First Pacific Bank Limited and for other related purposes. [28 December 2001] (Originally 34 of 2001) Cap 1170 Preamble WHEREAS- (a) The Bank of East Asia, Limited (hereinafter called "Bank of East Asia") 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; (b) First Pacific Bank Limited (hereinafter called "First Pacific 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) First Pacific Bank is a wholly owned subsidiary of Bank of East Asia; (d) for the better conduct of the business of Bank of East Asia and First Pacific 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 First Pacific Bank to Bank of East Asia; and (e) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertaking of First Pacific Bank, it is expedient that the said undertaking be transferred to Bank of East Asia by this Ordinance without interference with the conduct and continuity of the respective businesses of First Pacific Bank and Bank of East Asia. Cap 1170 s 1 Short title This Ordinance may be cited as The Bank of East Asia, Limited (Merger) Ordinance. Cap 1170 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; "Bank of East Asia" (东亚银行) means The Bank of East Asia, Limited; "customer" (客户) means any person having a banking account or other dealing, transaction or arrangement with First Pacific 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" (除外财产) means- (a) the common seal of First Pacific Bank; (b) documents (other than accounting records) required to be kept by First Pacific Bank pursuant to the Companies Ordinance (Cap 32); (c) the issued share capital of First Pacific Bank represented by the paid-up shares beneficially owned by Bank of East Asia;"existing" (现有) means existing, outstanding or in force immediately before the appointed day; "First Pacific Bank" (第一太平银行) means First Pacific Bank Limited; "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 but does not include the excluded property; "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 First Pacific Bank of whatsoever nature other than the excluded property; "will" (遗嘱) includes a codicil and any other testamentary writing. (2) Any reference in this Ordinance to property or liabilities of First Pacific Bank is a reference to property or liabilities to which First Pacific 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 First Pacific Bank, and whether First Pacific 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. (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. Cap 1170 s 3 Notice of appointed day (1) The directors of First Pacific Bank may appoint a day for the purposes of this Ordinance. |
