An Ordinance to provide for the vesting in Standard Chartered Bank (Hong Kong) Limited 渣打银行(香港)有限公司 of the undertakings of the Hong Kong branch of Standard Chartered Bank, Manhattan Card Company Limited, Standard Chartered Finance Limited 渣打财务(香港)有限公司, Standard Chartered International Trade Products Limited and Chartered Capital Corporation Limited and for other related purposes. [7 May 2004] (Originally 6 of 2004) Cap 1174 Preamble WHEREAS- (a) Standard Chartered Bank (Hong Kong) Limited 渣打银行(香港)有限公司 (hereinafter called "Standard Chartered Bank (Hong Kong)") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a bank authorized under the Banking Ordinance (Cap 155); (b) Standard Chartered Bank (hereinafter called "Standard Chartered") is a company incorporated under the laws of England and Wales by way of Royal Charter having its registered office in the United Kingdom and is a bank authorized under the Banking Ordinance (Cap 155) carrying on the business of banking in Hong Kong and elsewhere; (c) Manhattan Card Company Limited (hereinafter called "Manhattan Card Company") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong and is a restricted licence bank authorized under the Banking Ordinance (Cap 155); (d) Standard Chartered Finance Limited 渣打财务(香港)有限公司 (hereinafter called "Standard Chartered Finance") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong; (e) Standard Chartered International Trade Products Limited (hereinafter called "Standard Chartered International") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong; (f) Chartered Capital Corporation Limited (hereinafter called "Chartered Capital") is a company incorporated under the laws of Hong Kong having its registered office in Hong Kong; (g) Standard Chartered Bank (Hong Kong), Standard Chartered, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital are members of the Standard Chartered group of companies of which Standard Chartered PLC is the ultimate holding company (hereinafter called "Standard Chartered Group"); (h) Standard Chartered operates through a branch in Hong Kong (hereinafter called "Standard Chartered, Hong Kong Branch"); (i) for the better conduct of the businesses of the Standard Chartered Group, it is expedient that the respective undertakings of Standard Chartered, Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital be merged into, and succeeded by, Standard Chartered Bank (Hong Kong) and that such merger and succession should occur by means of a transfer of the undertakings of Standard Chartered, Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital to Standard Chartered Bank (Hong Kong); (j) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertakings of Standard Chartered, Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital, it is expedient that the said undertakings be transferred to Standard Chartered Bank (Hong Kong) by this Ordinance without interference with the conduct and continuity of the respective businesses of Standard Chartered Bank (Hong Kong), Standard Chartered, Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital. Cap 1174 s 1 Short title This Ordinance may be cited as the Standard Chartered Bank (Hong Kong) Limited (Merger) Ordinance. Cap 1174 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; "Chartered Capital" means Chartered Capital Corporation Limited; "customer" (客户) means any person having a banking account or other dealing, transaction or arrangement with a transferring 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); "excluded property and liabilities" (除外财产及各项法律责任) means— (a) the common seal of each of the transferring entities; (b) documents required to be kept by the transferring entities pursuant to the Companies Ordinance (Cap 32) and, in the case of Standard Chartered, the Companies Act 1985 of England and Wales; (c) the issued and unissued share capital of Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital and rights in respect thereof; (d) the rights and liabilities of the transferring entities under the merger agreement; (e) any liability recorded in the books of Standard Chartered, Hong Kong Branch as being due to Standard Chartered under the caption "Profit/Loss Awaiting Remittance"; and (f) any liability of any transferring entity to pay any dividend;"existing" (现有) means existing, outstanding or in force immediately prior to the appointed day; "legal tender notes" (法定货币纸币) has the meaning assigned to it by section 2 of the Legal Tender Notes Issue Ordinance (Cap 65); "liabilities" (各项法律责任) includes duties and obligations of every description (whether present or future, actual or contingent) and a reference to a "liability" is a reference to one of the liabilities; "Manhattan Card Company" means Manhattan Card Company Limited; "merger agreement" (合并协议) means the merger agreement entered into by or on behalf of Standard Chartered Bank (Hong Kong), Standard Chartered, Manhattan Card Company, Standard Chartered Finance, Standard Chartered International and Chartered Capital for the purposes of agreeing the terms and conditions on which the undertakings are transferred to Standard Chartered Bank (Hong Kong); "note-issuing bank" (发钞银行) has the meaning assigned to it by section 2 of the Legal Tender Notes Issue Ordinance (Cap 65); "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) including, without limitation, rights as beneficiary under trust or nominee arrangements 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 whether fixed or floating), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive), hypothecation, hypothec, assignment by way of security, indemnity, right of set-off, flawed asset arrangement, agreement or undertaking, right of compensation or undertaking, any standard security, any assignation or disposition ex facie absolute and any agreement or other deed, instrument or document qualifying the same, any bond and disposition or assignation in security, any bond of cash credit, any bond of cash credit and disposition or assignation in security, any assignation in security, any real right or burden of whatever kind in the nature of a security and any other deed, document, conveyance, instrument, arrangement or means (in each case made, granted, arising or subsisting under any applicable law) for securing the payment or discharge of any debt or liability and also includes any agreement or undertaking (in each case, whether in writing or not) to give or execute any of the foregoing whether upon demand or otherwise or other means (in each case made, granted, arising or subsisting under any applicable law) for securing the payment or discharge of a debt or liability (whether present or future, actual or contingent); "Standard Chartered" (渣打) means Standard Chartered Bank; "Standard Chartered Bank (Hong Kong)" (渣打银行(香港)) means Standard Chartered Bank (Hong Kong) Limited 渣打银行(香港) 有限公司; "Standard Chartered Finance" (渣打财务) means Standard Chartered Finance Limited 渣打财务(香港)有限公司; "Standard Chartered Group" (渣打集团) means Standard Chartered PLC and its subsidiaries; "Standard Chartered, Hong Kong Branch" (渣打香港分行) means Standard Chartered acting through each of the places in Hong Kong at which Standard Chartered carries on business; "Standard Chartered International" means Standard Chartered International Trade Products Limited; "subsidiary" (附属公司) has the meaning assigned to it by section 2(4) of the Companies Ordinance (Cap 32); "transferring banks" (各移转银行) means Standard Chartered, Hong Kong Branch and Manhattan Card Company and a reference to a "transferring bank" is a reference to one of the transferring banks; "transferring entities" (各移转实体) means the transferring banks and Standard Chartered Finance, Standard Chartered International and Chartered Capital and a reference to a “transferring entity” is a reference to one of the transferring entities; "undertakings" (各项业务) means the businesses and all existing property, reserves and liabilities of the transferring entities of whatsoever nature as recorded in or created by any of the books and records of a transferring entity (including, without limitation, any property or liability arising from arrangements between a transferring entity and any other branch of Standard Chartered or member of the Standard Chartered Group and any other property and liabilities of a transferring entity related thereto (other than any excluded property and liabilities)) and a reference to an "undertaking" is a reference to one of the undertakings. (2) Any reference in this Ordinance to property or liabilities of a transferring entity is a reference to property (other than the excluded property and liabilities) or liabilities to which the transferring entity is immediately prior to the appointed day 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 the transferring entity, and whether the transferring entity 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 1174 s 3 Notice of appointed day (1) The directors of Standard Chartered Bank (Hong Kong) may appoint a day for the purposes of this Ordinance. (2) Standard Chartered Bank (Hong Kong) and the transferring entities shall give joint notice in the Gazette stating the day so appointed save that, in the event that such day proves not to be the appointed day for any reason, Standard Chartered Bank (Hong Kong) and the transferring entities 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. Cap 1174 s 4 Reduction of share capital and revocation of restricted banking licence (1) On the appointed day by virtue of this Ordinance— (a) the share premium account of Manhattan Card Company be reduced from $1591890721 to nil and the authorized and issued share capital account of Manhattan Card Company be reduced (from $200000000 and $199424077.1 respectively) to $19942407.71 by reducing the nominal amount of each of the 1 994 240 771 issued ordinary shares from $0.10 to $0.01 each and by cancelling the 5 759 229 unissued shares in the capital of Manhattan Card Company, and that such reduction in share premium account and issued share capital be effected by repaying $1771372390.39 to the existing members of Manhattan Card Company; (b) the authorized and issued share capital account of Standard Chartered Finance be reduced from $85000000 to $850000 by reducing the nominal amount of each of the 85 000 000 issued ordinary shares from $1.00 to $0.01 each and that such reduction in issued share capital be effected by repaying $84150000 to the existing members of Standard Chartered Finance; (c) the share premium account of Chartered Capital be reduced from $33520000 to nil and the authorized and issued share capital account of Chartered Capital be reduced (from $85000000 and $84630000 respectively) to $8463 by reducing the nominal amount of each of the 846 300 issued ordinary shares from $100 to $0.01 each and by cancelling the 3 700 unissued shares in the capital of Chartered Capital, and that such reduction in share premium account and issued share capital be effected by repaying $118141537 to the existing members of Chartered Capital; (d) the restricted banking licence of Manhattan Card Company shall, in accordance with Part V of the Banking Ordinance (Cap 155), be revoked on and from a day to be appointed by the Monetary Authority which day shall be published in the Gazette.(2) Not later than 7 days prior to the appointed day, Manhattan Card Company shall deliver to the Registrar of Companies a copy of this Ordinance together with a minute, signed by a director or the secretary of Manhattan Card Company confirming the reduction of share capital referred to in subsection (1)(a). (3) Not later than 7 days prior to the appointed day, Standard Chartered Finance shall deliver to the Registrar of Companies a copy of this Ordinance together with a minute, signed by a director or the secretary of Standard Chartered Finance confirming the reduction of share capital referred to in subsection (1)(b). (4) Not later than 7 days prior to the appointed day, Chartered Capital shall deliver to the Registrar of Companies a copy of this Ordinance together with a minute, signed by a director or the secretary of Chartered Capital confirming the reduction of share capital referred to in subsection (1)(c). (5) The Registrar of Companies shall, pursuant to this Ordinance, register the copies of the Ordinance and the minutes delivered to him pursuant to subsections (2), (3) and (4) and on the appointed day certify under his hand the registration of the Ordinance and the minutes which certificates shall be conclusive evidence of the reduction of the share capital of each of the transferring entities referred to in subsection (1)(a), (b) and (c) respectively. Cap 1174 s 5 Vesting of the undertakings in Standard Chartered Bank (Hong Kong) (1) On the appointed day the undertakings shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest in, Standard Chartered Bank (Hong Kong) to the intent that Standard Chartered Bank (Hong Kong) shall succeed to the undertakings as if in all respects Standard Chartered Bank (Hong Kong) were the same person in law as the relevant transferring entity. (2) Where the transfer and vesting of any property and liabilities is governed otherwise than by the laws of Hong Kong, the transferring entity in question shall, if Standard Chartered Bank (Hong Kong) so requires, so soon as is practicable after the appointed day, take all necessary steps for securing the effective transfer and vesting thereof in Standard Chartered Bank (Hong Kong) and, pending such transfer and vesting, the transferring entity in question shall hold any such property and liabilities in trust absolutely for Standard Chartered Bank (Hong Kong). Cap 1174 s 6 Trust property (1) Any property vested or deemed to be vested in Standard Chartered Bank (Hong Kong) by virtue of this Ordinance which immediately prior to the appointed day was held by a transferring entity, whether alone or jointly with any other person, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement or other instrument (whether originally so appointed or not, and whether appointed under hand or seal, or by order of any court or otherwise), or as executor of the will, or administrator of the estate, of a deceased person or as judicial trustee appointed by order of any court, or in any other fiduciary capacity, shall, on and from the appointed day, be held by Standard Chartered Bank (Hong Kong) alone or, as the case may be, jointly with such other person, in the same capacity upon the trusts, and with and subject to the powers, provisions and liabilities, applicable thereto respectively. (2) Any existing instrument or order of any court under or by virtue of which any property forming part of the undertakings became vested in a transferring entity, in any such fiduciary capacity as is referred to in subsection (1), and any provision in such instrument or order, or any existing contract or arrangement, for the payment to, or retention by, a transferring entity of remuneration for its services in any such fiduciary capacity, shall, on and from the appointed day, be construed and have effect, so far as the context permits, as if for any reference therein to the transferring entity not being a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, the transferring entity, there were substituted a reference to Standard Chartered Bank (Hong Kong) provided always that this subsection shall not prevent Standard Chartered Bank (Hong Kong) from varying the remuneration or scale of fees payable in accordance with the terms of the relevant instrument or order. Cap 1174 s 7 Issue of legal tender notes (1) Subject to the Financial Secretary (with the approval of the Chief Executive in Council)— (a) by notice in writing authorizing Standard Chartered Bank (Hong Kong) to issue bank notes under section 3(2) of the Legal Tender Notes Issue Ordinance (Cap 65) with effect from the appointed day; and (b) by notice in the Gazette amending the Schedule to the Legal Tender Notes Issue Ordinance (Cap 65) in accordance with section 6 of that Ordinance by repealing "2. Standard Chartered Bank." from that Schedule and substituting "2. Standard Chartered Bank (Hong Kong) Limited." with effect from the appointed day,Standard Chartered shall cease to be a note-issuing bank and Standard Chartered Bank (Hong Kong) shall become a note-issuing bank, in each case with effect from the appointed day. (2) Subject to Standard Chartered Bank (Hong Kong) becoming a note-issuing bank in accordance with subsection (1) and without prejudice to the provisions of the Legal Tender Notes Issue Ordinance (Cap 65)— (a) all legal tender notes issued by Standard Chartered prior to the appointed day shall on and from the appointed day by virtue of this Ordinance and without further act or deed be transferred to, and vest in, Standard Chartered Bank (Hong Kong) to the intent that Standard Chartered Bank (Hong Kong) shall succeed to such legal tender notes as if in all respects Standard Chartered Bank (Hong Kong) were the same person in law as Standard Chartered, and such legal tender notes shall be deemed to have been issued by Standard Chartered Bank (Hong Kong) who shall on and from the appointed day be liable to pay the bearer of such legal tender notes on demand at its office in Hong Kong; (b) all bank notes of Standard Chartered which had they been issued by Standard Chartered prior to the appointed day would have constituted legal tender notes of Standard Chartered shall on the appointed day by virtue of this Ordinance and without further act or deed be transferred to, and vest in, Standard Chartered Bank (Hong Kong) to the intent that Standard Chartered Bank (Hong Kong) shall succeed to such bank notes as if in all respects Standard Chartered Bank (Hong Kong) were the same person in law as Standard Chartered; (c) Standard Chartered Bank (Hong Kong) shall, subject to any terms and conditions specified by the Financial Secretary in accordance with section 3(2) of the Legal Tender Notes Issue Ordinance (Cap 65), on and from the appointed day by virtue of this Ordinance have the power to produce, store, distribute and issue in the name of Standard Chartered bank notes using the same designs or such other designs which Standard Chartered Bank (Hong Kong) shall receive prior written approval from the Financial Secretary and in the same denominations as Standard Chartered was authorized to issue immediately prior to the appointed day; (d) any bank notes issued by Standard Chartered Bank (Hong Kong) pursuant to paragraph (c) shall be deemed to be legal tender notes issued by Standard Chartered Bank (Hong Kong) who shall on and from the appointed day be liable to pay the bearer of any legal tender notes so issued on demand at its office in Hong Kong; (e) Standard Chartered Bank (Hong Kong) shall, subject to any terms and conditions specified by the Financial Secretary in accordance with section 3(2) of the Legal Tender Notes Issue Ordinance (Cap 65), have the power to destroy any legal tender notes issued or deemed to be issued by Standard Chartered Bank (Hong Kong) under this section; and (f) on and from the appointed day, all certificates of indebtedness issued to Standard Chartered under section 4 of the Exchange Fund Ordinance (Cap 66) and all indebtedness owed to Standard Chartered under those certificates of indebtedness shall by virtue of this Ordinance and without further act or deed be transferred to, and vest in, Standard Chartered Bank (Hong Kong) to the intent that Standard Chartered Bank (Hong Kong) shall succeed to such certificates of indebtedness and all indebtedness owed under them as if in all respects Standard Chartered Bank (Hong Kong) were the same person in law as Standard Chartered. Cap 1174 s 8 Supplementary provisions Without prejudice to the generality of any other provision of this Ordinance but subject to any provision of this Ordinance to the contrary effect, the following provisions of this section shall have effect other than in relation to the excluded property and liabilities— (a) All existing contracts, agreements, insurance policies, options, novations, certificates, awards, land grants, conveyances, deeds, leases, licences, notices, permits, guarantees, documents granting or comprising any security interest, bonds, indemnities, mandates, instructions and other instruments and undertakings entered into by, made with, given to or by or addressed to a transferring entity or (in so far as they are) entered into by, made with, given to or by or addressed to Standard Chartered (and in any such case where the rights, liabilities or any chose in action under or established by such instruments forms part of any undertaking) (whether alone or with any other person and whether as principal or agent and whether in writing or not), shall be construed and have effect on and from the appointed day as if— (i) Standard Chartered Bank (Hong Kong) had been a party thereto instead of such transferring entity or, as the case may be, Standard Chartered; (ii) for any reference (however worded and whether express or implied) to such transferring entity or, as the case may be, Standard Chartered there were substituted, as respects anything falling to be done on or after the appointed day, a reference to Standard Chartered Bank (Hong Kong); and (iii) any reference (however worded and whether express or implied) to the directors or to any director, officer or employee of such transferring entity or, as the case may be, Standard Chartered were, as respects anything falling to be done on or after the appointed day, a reference to the directors of Standard Chartered Bank (Hong Kong) or, as the case may require, to such director, officer or employee of Standard Chartered Bank (Hong Kong) as Standard Chartered Bank (Hong Kong) may appoint for that purpose or, in default of appointment, to the director, officer or employee of Standard Chartered Bank (Hong Kong) who corresponds as nearly as may be to the first-mentioned director, officer or employee: Provided that this paragraph shall not apply to the merger agreement or any agreement expressed to be made pursuant or supplemental thereto.(b) Paragraph (a)(ii) shall, subject to the provisions of section 18, apply to any statutory provision, to any provision of any existing contract to which a transferring entity or, as the case may be, Standard Chartered was not a party and to any provision of any other existing document (not being a contract or a will) as they apply to a contract to which that paragraph applies. (c) Any account between a transferring entity and a customer shall, on the appointed day, be transferred to Standard Chartered Bank (Hong Kong) and become an account between Standard Chartered Bank (Hong Kong) and such customer subject to the same conditions and incidents including, without limitation, any account number as theretofore; and each such account shall be deemed for all purposes to be a single continuing account; and any existing contracts, agreements, insurance policies, options, novations, certificates, awards, land grants, conveyances, deeds, leases, licences, notices, permits, guarantees, documents granting or comprising any security interest, bonds, indemnities, mandates, instructions and other instruments and undertakings entered into by, made with, given to or by or addressed to a transferring entity (whether alone or with any other person and whether as principal or agent and whether in writing or not), shall be construed and have effect on and from the appointed day as if any reference (however worded and whether express or implied) to such account between a transferring entity and a customer there were substituted, as respects anything falling to be done on or after the appointed day, and so far as the context permits, a reference to the continuing account between Standard Chartered Bank (Hong Kong) and such customer: Provided that nothing in this Ordinance shall affect any right of Standard Chartered Bank (Hong Kong) or of any customer to vary the conditions or incidents subject to which any account is kept.(d) Any existing instruction, order, direction, mandate, power of attorney, authority, undertaking or consent (whether in writing or not and whether or not in relation to an account) given to or by a transferring entity or (in so far as they are) given to or by Standard Chartered on behalf of a transferring entity, either alone or jointly with another person, shall apply and have effect, on and from the appointed day, as if given to or by Standard Chartered Bank (Hong Kong) or, as the case may be, to or by Standard Chartered Bank (Hong Kong) jointly with such other person. (e) Any negotiable instrument or order for payment of money drawn on, or given to, or accepted or endorsed by, a transferring entity or Standard Chartered on behalf of a transferring entity, or payable at any place of business of a transferring entity, whether so drawn, given, accepted or endorsed prior to, on or after the appointed day, shall have the same effect on and from the appointed day, as if it had been drawn on, or given to, or accepted or endorsed by Standard Chartered Bank (Hong Kong), or were payable at the same place of business of Standard Chartered Bank (Hong Kong). (f) The custody of any document or record, goods or other thing held by a transferring entity as bailee shall pass to Standard Chartered Bank (Hong Kong) on the appointed day, and the rights and obligations of a transferring entity under any contract of bailment relating to any such document or record, goods or thing shall on that day become rights and obligations of Standard Chartered Bank (Hong Kong). (g) (i) Any security interest held immediately prior to the appointed day by a transferring entity, or by a nominee or agent of or trustee for a transferring entity, as security for the payment or discharge of any liability shall, on and from the appointed day, be held by, or, as the case may require, by that nominee, agent or trustee for, Standard Chartered Bank (Hong Kong), and be available to Standard Chartered Bank (Hong Kong) (whether for its own benefit or, as the case may be, for the benefit of any other person) as security for the payment or discharge of that liability. (ii) In relation to any security interest vested or deemed to be vested in Standard Chartered Bank (Hong Kong) in accordance with the provisions of this Ordinance and any liability thereby secured, Standard Chartered Bank (Hong Kong) shall be entitled to the rights and priorities and be subject to the obligations and incidents to which the transferring entity in question would have been entitled and subject if it had continued to hold the security interest. (iii) Without prejudice to the generality of subparagraph (ii), in any case where any existing liability subsists between a transferring entity and Standard Chartered Bank (Hong Kong) or between two transferring entities, in respect of which a transferring entity or Standard Chartered Bank (Hong Kong), or a nominee or agent of or trustee for a transferring entity or Standard Chartered Bank (Hong Kong) holds a security interest, any liability referred to in subparagraph (ii) shall, for the purpose of enforcing or realizing that security interest, be deemed to continue in effect notwithstanding the vesting of the undertakings in Standard Chartered Bank (Hong Kong). (iv) Any security interest referred to in subparagraph (i), (ii) or (iii) and which extends to future advances or liabilities shall, on and from the appointed day, be available to Standard Chartered Bank (Hong Kong) (whether for its own benefit or, as the case may be, for the benefit of any other person) as security for the payment or discharge of future advances and liabilities to the same extent and in the same manner in all respects as future advances by, or liabilities to, a transferring entity or Standard Chartered Bank (Hong Kong) were secured thereby immediately prior to that day. (v) Notwithstanding subparagraph (i), where immediately prior to the appointed day, any security interest would not be available to Standard Chartered Bank (Hong Kong) as security for the payment or discharge of any liability owing to it or to any transferring entity as security for the payment or discharge of any liability owing to it, such security interest shall not become available to Standard Chartered Bank (Hong Kong) as security for such liability on and from the appointed day by virtue of this Ordinance, unless— (A) the terms of such security interest expressly provide otherwise; (B) Standard Chartered Bank (Hong Kong) obtains the written consent of the person or persons who granted such security interest; or (C) such security interest arises at general law.(vi) Notwithstanding subparagraph (ii), where immediately prior to the appointed day, Standard Chartered Bank (Hong Kong) would not, in respect of any liability owing to it, be entitled to the rights and priorities in relation to any security interest then in existence, or any transferring entity would not, in respect of any liability owing to it, be entitled to the rights and priorities in relation to any security interest then in existence, Standard Chartered Bank (Hong Kong) shall not, in respect of such liability, be entitled to such rights and priorities on and from the appointed day by virtue of this Ordinance, unless— (A) the terms of such security interest expressly provide otherwise; (B) Standard Chartered Bank (Hong Kong) obtains the written consent of the person or persons who granted such security interest; or (C) such security interest arises at general law.(h) (i) Where by virtue of this Ordinance any right or liability of a transferring entity or Standard Chartered where it holds any right or liability on behalf of a transferring entity becomes or is deemed to become a right or liability of Standard Chartered Bank (Hong Kong), Standard Chartered Bank (Hong Kong) and all other persons shall, on and from the appointed day, have the same rights, powers and remedies (and in particular the same rights and powers as to taking or resisting legal proceedings or making or resisting applications to any authority) for ascertaining, perfecting or enforcing that right or liability as if it had at all times been a right or liability of Standard Chartered Bank (Hong Kong); and any legal proceedings or application to any authority existing or pending immediately prior to the appointed day by or against a transferring entity or, as the case may be, Standard Chartered may be continued by or against Standard Chartered Bank (Hong Kong). (ii) Where any right or liability of a transferring entity or Standard Chartered where it holds any right or liability on behalf of a transferring entity was prior to the appointed day the subject of arbitral or legal proceedings to which the transferring entity or Standard Chartered on behalf of such transferring entity was a party, Standard Chartered Bank (Hong Kong) shall on and from the appointed day automatically be substituted for such transferring entity or, as the case may be, Standard Chartered as a party to those proceedings, without the need for consent from any other party or from the arbitrator.(i) Any judgment or award obtained by or against a transferring entity or Standard Chartered where it has obtained a judgment or award or had a judgment or award held against it on behalf of a transferring entity and not fully satisfied prior to the appointed day shall on that day, to the extent to which it is enforceable by or against such transferring entity or Standard Chartered on behalf of such transferring entity, become enforceable by or against Standard Chartered Bank (Hong Kong). (j) Any court order which applies to a transferring entity or to Standard Chartered on behalf of a transferring entity shall on and from the appointed day apply to Standard Chartered Bank (Hong Kong) instead of to such transferring entity or, as the case may be, Standard Chartered. (k) Nothing in this Ordinance shall terminate or prejudicially affect the appointment, authority, rights or powers of any receiver or of any receiver and manager appointed by a transferring entity, whether alone or with others, prior to the appointed day. (l) The Privacy Commissioner may, on and from the appointed day, exercise in respect of Standard Chartered Bank (Hong Kong) any power under the Personal Data (Privacy) Ordinance (Cap 486) which he could have immediately prior to the appointed day exercised in respect of a transferring entity in respect of a breach or alleged breach by a transferring entity of that Ordinance or the data protection principles; but the transfer to, and vesting in, Standard Chartered Bank (Hong Kong) by this Ordinance of the undertakings of the transferring entities and any disclosure to Standard Chartered Bank (Hong Kong) of any information in contemplation or as a result thereof shall not amount to a breach of any duty of confidentiality to which a transferring entity is subject immediately prior to the appointed day or to a contravention by Standard Chartered Bank (Hong Kong) or a transferring entity of the Personal Data (Privacy) Ordinance (Cap 486) or the data protection principles. Cap 1174 s 9 Accounting treatment of Standard Chartered Bank (Hong Kong) and the transferring entities (1) On and from the appointed day, by virtue of this Ordinance and notwithstanding the provisions of any other Ordinance— (a) the undertaking of Standard Chartered, Hong Kong Branch shall be transferred to Standard Chartered Bank (Hong Kong) at its carrying value in the accounts of Standard Chartered, Hong Kong Branch as stated in them immediately prior to the appointed day; (b) the undertaking of Manhattan Card Company shall be transferred to Standard Chartered Bank (Hong Kong) at its carrying value in the accounts of Manhattan Card Company as stated in them immediately prior to the appointed day; (c) the undertaking of Standard Chartered Finance shall be transferred to Standard Chartered Bank (Hong Kong) at its carrying value in the accounts of Standard Chartered Finance as stated in them immediately prior to the appointed day; (d) the undertaking of Standard Chartered International shall be transferred to Standard Chartered Bank (Hong Kong) at its carrying value in the accounts of Standard Chartered International as stated in them immediately prior to the appointed day; (e) the undertaking of Chartered Capital shall be transferred to Standard Chartered Bank (Hong Kong) at its carrying value in the accounts of Chartered Capital as stated in them immediately prior to the appointed day; and (f) the amount, description and character of every reserve of Standard Chartered Bank (Hong Kong) shall be the same in all respects as those of the corresponding existing reserve of the transferring entities immediately prior to the appointed day, and all enactments and rules of law shall apply to or in respect of every such reserve of Standard Chartered Bank (Hong Kong) in the same manner in all respects as they applied to or in respect of the corresponding existing reserve of the transferring entities immediately prior to the appointed day.(2) Every reference in subsection (1)(f) to an existing reserve of a transferring entity shall include a reference to any reserve or similar provision, irrespective of its name or designation (and whether the amount thereof be positive or negative in nature) and, without prejudice to the generality of the foregoing, every such reference shall include a reference to any sums standing to the credit (or debit) of any profit and loss account. Cap 1174 s 10 Taxation and revenue matters (1) For the purposes of the Inland Revenue Ordinance (Cap 112), on and from the appointed day Standard Chartered Bank (Hong Kong) shall be treated as if it were the continuation of and the same person in law with regard to the undertakings as the transferring entities. (2) Accordingly (and without affecting the generality of subsection (1)) a vesting or deemed vesting in Standard Chartered Bank (Hong Kong) of any property or liability by virtue of this Ordinance does not constitute a sale or other divestiture of or a change in the nature of that property or the liability for any purpose under the Inland Revenue Ordinance (Cap 112). (3) The profits or losses of the transferring entities arising in the year of assessment in which the appointed day occurs, and for the period ended immediately prior to the appointed day, shall be taken into account for the purpose of computing the profits and losses of the transferring entities which are chargeable to tax under Part IV of the Inland Revenue Ordinance (Cap 112) for the year of assessment in which the appointed day occurs. (4) The profits or losses arising from the undertakings of the transferring entities transferred to Standard Chartered Bank (Hong Kong) for any period commencing on or after the appointed day shall be taken into account for the purpose of computing the profits and losses of Standard Chartered Bank (Hong Kong) which are chargeable to tax under Part IV of the Inland Revenue Ordinance (Cap 112). Cap 1174 s 11 Contracts of employment (1) Section 8(a) shall apply to a contract for the employment of any person by a transferring entity and employment with a transferring entity and Standard Chartered Bank (Hong Kong) under any such contract shall be deemed for all purposes to be a single continuing employment. (2) No director, secretary or auditor of a transferring entity shall by virtue only of this Ordinance become a director, secretary or auditor, as the case may be, of Standard Chartered Bank (Hong Kong). Cap 1174 s 12 Pensions, provident funds and gratuity benefits (1) The deeds and rules constituting or relating to the pension fund schemes and the provident fund schemes established for the benefit of employees of the transferring entities, and the gratuity benefits payable by the transferring entities, shall, on and from the appointed day, be construed and have effect, so far as the context permits, as if for any reference therein to the transferring entities there were substituted a reference to Standard Chartered Bank (Hong Kong). (2) No officer or employee of a transferring entity who becomes an officer or employee of Standard Chartered Bank (Hong Kong) by virtue of this Ordinance shall, by virtue only of this Ordinance, be entitled to participate in any pension fund scheme of, provident fund scheme of, or gratuity benefits payable by Standard Chartered Bank (Hong Kong), and no existing officer or employee of Standard Chartered Bank (Hong Kong) shall, by virtue only of this Ordinance, be entitled to participate in any pension fund scheme of, provident fund scheme of, or gratuity benefits payable by a transferring entity. Cap 1174 s 13 Waiver of prohibition of merger (1) Any provision contained in any contract or other document to which a transferring entity or Standard Chartered Bank (Hong Kong) or any of their respective subsidiaries is a party or to which Standard Chartered is a party but the rights, liabilities or any chose in action under or established by such contract or other document forms part of the undertaking of a transferring entity which prohibits or has the effect of prohibiting the transfer and vesting or deemed transfer and vesting of any of the undertakings of the transferring entities in Standard Chartered Bank (Hong Kong) shall be deemed by this Ordinance to have been waived. (2) Any provision contained in any contract or other document or other agreement to the effect that a breach of contract or a default shall occur or be deemed to occur as a result of the transfer and vesting or deemed transfer and vesting of any of the undertakings of the transferring entities in Standard Chartered Bank (Hong Kong), and to which a transferring entity or Standard Chartered Bank (Hong Kong) or any of their respective subsidiaries is a party or to which Standard Chartered is a party but the rights, liabilities or any chose in action under or established by such contract or other document or other agreement forms part of the undertaking of a transferring entity, shall be deemed by this Ordinance to have been waived. Cap 1174 s 14 Evidence: books and documents (1) All books and other documents which would, prior to the appointed day, have been evidence in respect of any matter for or against a transferring entity shall be admissible in evidence in respect of the same matter for or against Standard Chartered Bank (Hong Kong). (2) In this section, "documents" (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap 8). Cap 1174 s 15 Part III of Evidence Ordinance (Cap 8) (1) On and from the appointed day, Part III of the Evidence Ordinance (Cap 8) shall apply to the banker's records of the transferring banks vested or deemed to be vested in Standard Chartered Bank (Hong Kong) by virtue of this Ordinance, and to entries made in those records prior to the appointed day, as if such records were the records of Standard Chartered Bank (Hong Kong). (2) For the purposes of section 20 of the Evidence Ordinance (Cap 8), banker's records which are deemed to have become the banker's records of Standard Chartered Bank (Hong Kong) by virtue of this Ordinance shall be deemed to have been the ordinary banker's records of Standard Chartered Bank (Hong Kong) at the time of the making of an entry therein which purports to have been made prior to the appointed day, and any such entry shall be deemed to have been made in the usual and ordinary course of business. (3) For the purposes of sections 40 and 41 of the Evidence Ordinance (Cap 8), documents previously in the custody or control of the transferring entities shall by virtue of this Ordinance be deemed to be documents previously in the custody or control of Standard Chartered Bank (Hong Kong). (4) In this section, "banker's records" (银行纪录) shall be construed in accordance with section 2 of the Evidence Ordinance (Cap 8). Cap 1174 s 16 Evidence of vesting and transfer (1) The production of a Government Printer's copy of this Ordinance shall, for all purposes, be conclusive evidence of the vesting and transfer or deemed vesting and transfer of the undertakings or any part of them of the transferring entities in Standard Chartered Bank (Hong Kong) in accordance with the provisions of this Ordinance. (2) Without prejudice to the generality of subsection (1)— (a) a Government Printer's copy of this Ordinance, together with evidence of publication of notice of the appointed day, shall, in relation to any registered securities transferred to, and vested or deemed to be vested in, Standard Chartered Bank (Hong Kong) by virtue of this Ordinance, operate for all purposes as a duly executed instrument of transfer in respect of the transfer of such registered securities from the transferring entities to Standard Chartered Bank (Hong Kong); (b) any deed or other document made or executed on or after the appointed day, whereby Standard Chartered Bank (Hong Kong) or a transferring entity, whether alone or jointly with any other person, conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not) or applies to be registered as the holder or proprietor of, any property held by a transferring entity immediately prior to the appointed day and forming part of the undertakings, whether alone or jointly with any other person, shall be sufficient evidence that, the interest of the transferring entity in that property is vested or deemed to be vested in Standard Chartered Bank (Hong Kong) under this Ordinance; (c) where there is any other transaction or purported transaction by Standard Chartered Bank (Hong Kong) or a transferring entity on or after the appointed day in connection with, or in relation to, any property or liabilities which are property or liabilities of the transferring entities immediately prior to that day and forming part of the undertakings, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that Standard Chartered Bank (Hong Kong) has full power and authority for that transaction as if the property or liabilities were vested or deemed to be vested in it under this Ordinance; (d) a certificate given by or on behalf of Standard Chartered Bank (Hong Kong) at any time that any property or liabilities specified in the certificate (which property or liabilities immediately prior to the appointed day are the property or liabilities of a transferring entity) are or, as the case may be, are not, deemed to be vested in Standard Chartered Bank (Hong Kong) under this Ordinance, shall be conclusive evidence for all purposes of the fact so certified.(3) Nothing in subsection (2)(c) or (d) shall affect the liability of Standard Chartered Bank (Hong Kong) and each of the transferring entities to one another in respect of anything done, or purporting to have been done, by any of them in connection with, or in relation to, any property or liabilities. (4) In subsection (2)— (a) "convey" (转易) includes mortgage, charge, lease, assent, vest by way of vesting declaration or vesting instrument, disclaim, release or otherwise assure; and (b) "registered securities" (注册证券) means shares, stocks, debentures, loans, bonds, units of a unit trust scheme or other shares of the investments subject to the trusts of such a scheme, and other securities of any description which are transferable and the holders of which are entered in a register (whether maintained in Hong Kong or elsewhere).(5) Nothing in this section applies to any property and liabilities falling within section 5(2). Cap 1174 s 17 Interests in land (1) The vesting or deemed vesting in Standard Chartered Bank (Hong Kong) of an interest in land by virtue of this Ordinance shall not— (a) constitute an acquisition, disposal, assignment, transfer or parting with possession of that interest for the purposes of section 53(4)(a) or (7)(a) of the Landlord and Tenant (Consolidation) Ordinance (Cap 7); or (Amended 16 of 2004 s. 16) (b) constitute an assignment or underlease of, or an agreement to assign or underlet, that interest for the purposes of section 6(1)(b) of the Landlord and Tenant (Consolidation) Ordinance (Cap 7); or (c) operate so as to merge any leasehold interest in the reversion expectant on it; or (d) constitute an assignment, transfer, devolution, parting with possession, dealing with or other disposition of that interest for the purposes of any provision contained in any instrument concerning or affecting that interest; or (e) operate as a breach of covenant or condition against alienation; or (f) give rise to any forfeiture, damages or other right of action; or (g) invalidate or discharge any contract or security interest; or (h) extinguish, affect, vary, diminish or postpone any priority of that interest, whether under the Land Registration Ordinance (Cap 128), at law or in equity.(2) All existing registrations of any instruments relating to land or interests in land in the name of a transferring entity (whether alone or with any other person) immediately prior to the appointed day shall be construed and have effect on and from the appointed day as if the name "Standard Chartered Bank (Hong Kong) Limited 渣打银行(香港)有限公司" had been entered on the land register instead of the name of such transferring entity. (3) To enable Standard Chartered Bank (Hong Kong) to complete title, if thought fit, to any property transferred to it and vested or deemed to be vested in it by virtue of this Ordinance by notice of title, deed, instrument or otherwise, or to deduce title, this Ordinance shall be deemed to be an assignment, conveyance, transfer or, as the case may be, an instrument of a general disposition of such property in favour of Standard Chartered Bank (Hong Kong) and the production of a Government Printer's copy of this Ordinance shall be conclusive evidence of this Ordinance for the purpose of proving or deducing title in favour of Standard Chartered Bank (Hong Kong). (4) For the purpose of enabling the public to be informed of this Ordinance through the public records at the Land Registry in relation to the properties or interests in land affected by this Ordinance, Standard Chartered Bank (Hong Kong) shall register or cause to be registered in the Land Registry a Government Printer's copy of this Ordinance against a property transferred to it and vested or deemed to be vested in it by virtue of this Ordinance in respect of the vesting of all the properties of the transferring entities or Standard Chartered, in the case of some properties, held on behalf of or which form part of the undertaking of Standard Chartered, Hong Kong Branch transferred to and vested or deemed to be vested in Standard Chartered Bank (Hong Kong) by virtue of this Ordinance. (5) For the avoidance of doubt, nothing in this section shall exempt Standard Chartered Bank (Hong Kong) and the transferring entities from the provisions of the Stamp Duty Ordinance (Cap 117). Cap 1174 s 18 Saving for other enactments Nothing in this Ordinance shall exempt Standard Chartered Bank (Hong Kong) or a transferring entity or any subsidiary of Standard Chartered Bank (Hong Kong) or a transferring entity from the provisions of any enactment regulating the carrying on of the business of any of them. Cap 1174 s 19 Saving for companies Nothing in this Ordinance shall prejudice the powers of Standard Chartered Bank (Hong Kong) to alter its memorandum and articles of association or to dispose of, or deal with, its property, security interests or liabilities or to carry on or discontinue any part of its business; and nothing in this Ordinance shall prejudice the powers of any member of the Standard Chartered Group to alter its memorandum and articles of association or to dispose of, or deal with, its property, security interests or liabilities prior to the appointed day. Cap 1174 s 20 Saving Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of any body politic or corporate or of any other person except such as are mentioned in this Ordinance and those claiming by, from or under them.
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