| An Ordinance to provide for the vesting in The Bank of East Asia, Limited of the undertakings of East Asia Credit Company Limited and East Asia Finance Company, Limited and for other related purposes. [17 April 2003] (Originally 13 of 2003) Cap 1173 Preamble WHEREAS- (a) The Bank of East Asia, Limited 东亚银行有限公司 (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) East Asia Credit Company Limited (东亚授信有限公司) (hereinafter called "EACredit") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a deposit-taking company registered under the Banking Ordinance (Cap 155) carrying on the business of taking deposits as a deposit-taking company in Hong Kong; (c) East Asia Finance Company, Limited (东亚财务有限公司) (hereinafter called "EAFinance") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a restricted licence bank licensed under the Banking Ordinance (Cap 155) carrying on the business of taking deposits as a restricted licence bank in Hong Kong; (d) EACredit and EAFinance are wholly owned subsidiaries of Bank of East Asia; (e) for the better conduct of the business of Bank of East Asia, EACredit and EAFinance, it is expedient that their respective undertakings be merged and that such merger should occur by means of a transfer of the undertakings of EACredit and EAFinance to Bank of East Asia; and (f) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertakings of EACredit and EAFinance, it is expedient that the said undertakings be transferred to Bank of East Asia by this Ordinance without interference with the conduct and continuity of the respective businesses of EACredit, EAFinance and Bank of East Asia. Cap 1173 s 1 Short title This Ordinance may be cited as The Bank of East Asia, Limited (Merger of Subsidiaries) Ordinance. Cap 1173 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 东亚银行有限公司; "customer" (客户) means any person having a banking account or other dealing, transaction or arrangement with a merging entity; "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); "EACredit" (东亚授信) means East Asia Credit Company Limited (东亚授信有限公司) which name will be changed to "BEAC Limited" on the appointed day; "EAFinance" (东亚财务) means East Asia Finance Company, Limited (东亚财务有限公司) which name will be changed to "BEAF Limited" on the appointed day; "excluded property" (除外财产) means- (a) the common seal of each of the merging entities; (b) documents (other than accounting records) required to be kept by the merging entities pursuant to the Companies Ordinance (Cap 32); and (c) the issued share capital of the merging entities 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; "liabilities" (法律责任) includes duties and obligations of every description (whether present or future, actual or contingent); "merging entity" (合并实体) means EACredit or EAFinance, and "merging entities" (各合并实体) means EACredit and EAFinance; "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); |
