An Ordinance to provide for the vesting in The Bank of East Asia, Limited of the undertaking of United Chinese Bank Limited and for other related purposes. [20 July 2001] (Originally 26 of 2001) Cap 1168 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) United Chinese Bank Limited (hereinafter called "United 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) United Chinese 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 United 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 United Chinese 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 United Chinese 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 United Chinese Bank and Bank of East Asia. Cap 1168 s 1 Short title This Ordinance may be cited as The Bank of East Asia, Limited Ordinance. Cap 1168 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 United Chinese 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 United Chinese Bank; (b) documents (other than accounting records) required to be kept by United Chinese Bank pursuant to the Companies Ordinance (Cap 32); (c) the issued share capital of United Chinese Bank 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); "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 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 United Chinese Bank of whatsoever nature other than the excluded property; "United Chinese Bank" (中国联合银行) means United Chinese Bank Limited; "will" (遗嘱) includes a codicil and any other testamentary writing. (2) Any reference in this Ordinance to property or liabilities of United Chinese Bank is a reference to property or liabilities to which United Chinese 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 United Chinese Bank, and whether United Chinese 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. (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 1168 s 3 Notice of appointed day (1) The directors of United Chinese Bank may appoint a day for the purposes of this Ordinance. (2) United Chinese Bank and Bank of East Asia 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, United Chinese Bank and Bank of East Asia 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 1168 s 4 Change of name, reduction of capital and revocation of banking licence (1) On the appointed day, by virtue of this Ordinance- (a) the name of United Chinese Bank shall, in accordance with this section, be changed to "UCB Limited"; (b) the authorized and issued share capital of United Chinese Bank shall be reduced to $100 comprising 10 ordinary shares of $10 each and 64999990 ordinary shares of $10 each shall be cancelled; and (c) the banking licence of United Chinese Bank 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 less than 7 days before the appointed day, United Chinese Bank shall deliver to the Registrar of Companies a copy of this Ordinance together with a minute, signed by a director or the secretary of United Chinese Bank confirming the reduction of share capital and cancellation of shares referred to in subsection (1). (3) The Registrar of Companies shall, pursuant to this Ordinance, register the copy of the Ordinance and the minute delivered to him pursuant to subsection (2) and on the appointed day- (a) shall enter the new name of United Chinese Bank in the register in place of its former name and issue to United Chinese Bank a certificate of incorporation on change of name stating United Chinese Bank's new name; and (b) shall certify under his hand the registration of the Ordinance and the minute which certificate shall be conclusive evidence of the reduction of the authorized and issued share capital of United Chinese Bank. Cap 1168 s 5 Vesting of the undertaking in Bank of East Asia (1) On the appointed day the undertaking shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest in, Bank of East Asia to the intent that Bank of East Asia shall succeed to the whole undertaking as if in all respects Bank of East Asia were the same person in law as United Chinese Bank. (2) Where the transfer and vesting of any property situate in any country or territory outside Hong Kong and forming part of the undertaking is governed otherwise than by the law of Hong Kong, United Chinese Bank shall, if Bank of East Asia so requires, so soon as is practicable after the appointed day, take all necessary steps for securing the effective transfer and vesting thereof in Bank of East Asia and, pending such transfer and vesting, United Chinese Bank shall hold any such property in trust for Bank of East Asia. Cap 1168 s 6 Trust property and wills (1) Any property vested or deemed to be vested in Bank of East Asia by virtue of this Ordinance which immediately before the appointed day was held by United Chinese Bank, whether alone or jointly with any other person, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement, will, 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 Bank of East Asia 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 became vested in United Chinese Bank, in any such fiduciary capacity as is referred to in subsection (1) (including in the case of a will any grant of probate thereof), and any provision in such instrument or order, or any existing contract or arrangement, for the payment to, or retention by, United Chinese Bank 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 United Chinese Bank not being a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, United Chinese Bank, there were substituted a reference to Bank of East Asia provided always that this subsection shall not prevent Bank of East Asia from varying the remuneration or scale of fees payable in accordance with the terms of the relevant instrument or order. (3) Any will made before the appointed day which has not been proved in Hong Kong before the appointed day, and any will made on or after the appointed day, being a will which appoints United Chinese Bank to be an executor, trustee or recipient of any property as trustee, shall, on and from the appointed day, be construed and have effect as if for any reference therein to United Chinese Bank as such executor, trustee or recipient or otherwise in connection with such appointment, not being a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, United Chinese Bank, there were substituted a reference to Bank of East Asia. (4) No testamentary gift shall be adeemed by reason only of the operation of any of the provisions of this Ordinance. Cap 1168 s 7 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- (a) All existing contracts, agreements, certificates, awards, conveyances, deeds, leases, licences, notices, permits, guarantees, documents granting or comprising any security, bonds, indemnities, mandates, instructions and other instruments and undertakings entered into by, made with, given to or by or addressed to United Chinese Bank (whether alone or with any other person and whether as principal or agent and whether in writing or not), other than those entered into, made, given to or by or addressed to United Chinese Bank in relation to the excluded property, shall be construed and have effect on and from the appointed day as if- (i) Bank of East Asia had been a party thereto instead of United Chinese Bank; (ii) for any reference (however worded and whether express or implied) to United Chinese Bank there were substituted, as respects anything falling to be done on or after the appointed day, a reference to Bank of East Asia; and (iii) any reference (however worded and whether express or implied) to the directors or to any director, officer or employee of United Chinese Bank were, as respects anything falling to be done on or after the appointed day, a reference to the directors of Bank of East Asia or, as the case may require, to such director, officer or employee of Bank of East Asia as Bank of East Asia may appoint for that purpose or, in default of appointment, to the director, officer or employee of Bank of East Asia who corresponds as nearly as may be to the first-mentioned director, officer or employee.(b) Paragraph (a)(ii) shall, subject to the provisions of section 16, apply to any statutory provision, to any provision of any existing contract to which United Chinese Bank 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 United Chinese Bank and a customer shall, on the appointed day, be transferred to Bank of East Asia and become an account between Bank of East Asia and such customer subject to the same conditions and incidents as theretofore; and such account shall be deemed for all purposes to be a single continuing account; and any existing contracts, agreements, certificates, awards, conveyances, deeds, leases, licences, notices, permits, guarantees, documents granting or comprising any security, bonds, indemnities, mandates, instructions and other instruments and undertakings entered into by, made with, given to or by or addressed to United Chinese Bank (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 United Chinese Bank 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 Bank of East Asia and such customer: Provided that nothing in this Ordinance shall affect any right of Bank of East Asia 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 United Chinese Bank, either alone or jointly with another person, shall apply and have effect, on and from the appointed day, as if given to or by Bank of East Asia or, as the case may be, to or by Bank of East Asia 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, United Chinese Bank, or payable at any place of business of United Chinese Bank, whether so drawn, given, accepted or endorsed before, or on 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 Bank of East Asia, or were payable at the same place of business of Bank of East Asia. (f) The custody of any document or record, goods or other thing held by United Chinese Bank as bailee shall pass to Bank of East Asia on the appointed day, and the rights and obligations of United Chinese Bank under any contract of bailment relating to any such document or record, goods or thing shall on that day become rights and obligations of Bank of East Asia. (g) (i) Any security held immediately before the appointed day by United Chinese Bank, or by a nominee or agent of or trustee for United Chinese Bank, 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, Bank of East Asia, and be available to Bank of East Asia (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 vested or deemed to be vested in Bank of East Asia in accordance with the provisions of this Ordinance and any liabilities thereby secured, Bank of East Asia shall be entitled to the rights and priorities and be subject to the obligations and incidents to which United Chinese Bank would have been entitled and subject if it had continued to hold the security. (iii) Without prejudice to the generality of subparagraph (ii), in any case where any existing liability subsists between United Chinese Bank and Bank of East Asia in respect of which United Chinese Bank or Bank of East Asia, or a nominee or agent of or trustee for United Chinese Bank or Bank of East Asia holds security, that liability shall, for the purpose of enforcing or realizing that security, be deemed to continue in effect notwithstanding the vesting of the undertaking in Bank of East Asia. (iv) Any security 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 Bank of East Asia (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, United Chinese Bank or, as the case may be, Bank of East Asia were secured thereby immediately before that day. (v) Notwithstanding subparagraph (i), where immediately before the appointed day any security would not be available to United Chinese Bank as security for the payment or discharge of any liability owing to it, or to Bank of East Asia as security for the payment or discharge of any liability owing to it, such security shall not become available to Bank of East Asia as security for such liability on and from the appointed day by virtue of this Ordinance, unless- (A) the terms of such security expressly provide otherwise; (B) Bank of East Asia obtains the written consent of the person or persons who granted such security; or (C) such security arises at general law.(vi) Notwithstanding subparagraph (ii), where immediately before the appointed day, United Chinese Bank would not, in respect of any liability owing to it, be entitled to the rights and priorities in relation to any security then in existence, or Bank of East Asia would not, in respect of any liability owing to it, be entitled to the rights and priorities in relation to any security then in existence, Bank of East Asia 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 expressly provide otherwise; (B) Bank of East Asia obtains the written consent of the person or persons who granted such security; or (C) such security arises at general law.(h) (i) Where by virtue of this Ordinance any right or liability of United Chinese Bank becomes or is deemed to become a right or liability of Bank of East Asia, Bank of East Asia 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 Bank of East Asia; and any legal proceedings or application to any authority existing or pending immediately before the appointed day by or against United Chinese Bank may be continued by or against Bank of East Asia. (ii) Where any right or liability of United Chinese Bank was before the appointed day the subject of arbitral proceedings to which United Chinese Bank was a party, Bank of East Asia shall on and from the appointed day automatically be substituted for United Chinese Bank 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 United Chinese Bank and not fully satisfied before the appointed day shall on that day, to the extent to which it is enforceable by or against United Chinese Bank, become enforceable by or against Bank of East Asia. (j) Any court order which applies to United Chinese Bank and which relates to a right or liability or property of United Chinese Bank which by virtue of this Ordinance is deemed to become a right or liability or property of Bank of East Asia shall on and from the appointed day apply to Bank of East Asia instead of to United Chinese Bank. (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 United Chinese Bank, whether alone or with others, before the appointed day. (l) The Privacy Commissioner may, on and from the appointed day, exercise in respect of Bank of East Asia any power under the Personal Data (Privacy) Ordinance (Cap 486) which he could have immediately before the appointed day exercised in respect of United Chinese Bank in respect of a breach or alleged breach by United Chinese Bank of that Ordinance or the data protection principles; but the transfer to, and vesting in, Bank of East Asia by this Ordinance of the undertaking of United Chinese Bank and any disclosure to Bank of East Asia of any information in contemplation or as a result thereof shall not amount to a breach of any duty of confidentiality to which United Chinese Bank is subject immediately before the appointed day or to a contravention by Bank of East Asia or United Chinese Bank of the Personal Data (Privacy) Ordinance (Cap 486) or the data protection principles. Cap 1168 s 8 Accounting treatment of United Chinese Bank and Bank of East Asia (1) On and from the appointed day, by virtue of this Ordinance and notwithstanding the provisions of any other Ordinance- (a) the balance sheets and profit and loss accounts of United Chinese Bank and Bank of East Asia for the accounting period of each company in which the appointed day falls shall be prepared in all respects as if the undertaking had vested in Bank of East Asia pursuant to section 5 on the first day of such accounting period of Bank of East Asia; (b) all assets and liabilities of United Chinese Bank shall be transferred to Bank of East Asia at their carrying value in the consolidated accounts of the group including United Chinese Bank and Bank of East Asia on the first day of such accounting period of Bank of East Asia; (c) every existing reserve of United Chinese Bank as consolidated in the group accounts including United Chinese Bank and Bank of East Asia on the first day of such accounting period of Bank of East Asia shall be transferred to and for all purposes be and become a reserve of Bank of East Asia; and (d) the amount, description and character of every reserve of Bank of East Asia which shall come into being pursuant to paragraph (c) shall be the same in all respects as those of the corresponding existing reserve of United Chinese Bank immediately before the first day of such accounting period of Bank of East Asia, and all enactments and rules of law shall apply to or in respect of every such reserve of Bank of East Asia in the same manner in all respects as they applied to or in respect of the corresponding existing reserve of United Chinese Bank immediately before the first day of such accounting period of Bank of East Asia.(2) Every reference in subsection (1) to an existing reserve 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. (3) Without prejudice to the generality of subsection (1), any profits or losses of United Chinese Bank earned or incurred after the beginning of the financial year of United Chinese Bank in which the appointed day shall occur, shall, on and from the appointed day, and by virtue of this Ordinance, be treated for all purposes as profits or, as the case may be, losses, of Bank of East Asia. Cap 1168 s 9 Contracts of employment (1) Section 7(a) shall apply to a contract for the employment of any person by United Chinese Bank; and employment with United Chinese Bank and Bank of East Asia under any such contract shall be deemed for all purposes to be a single continuing employment. (2) No director or auditor of United Chinese Bank shall by virtue only of this Ordinance become a director or, as the case may be, auditor of Bank of East Asia. Cap 1168 s 10 Pensions, provident funds and gratuity benefits (1) The deeds and rules constituting or relating to the pension fund scheme established in Hong Kong and known as the United Chinese Bank Limited Employees Provident Fund Scheme and the provident fund scheme established in Hong Kong and known as the BEA (MPF) Master Trust Scheme, and the gratuity benefits payable by United Chinese Bank 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 United Chinese Bank there were substituted a reference to Bank of East Asia. (2) No officer or employee of United Chinese Bank who becomes an officer or employee of Bank of East Asia by virtue of this Ordinance shall, by virtue only of this Ordinance, be entitled to participate in any pension or provident fund or schemes of or gratuity payments payable by Bank of East Asia, and no existing officer or employee of Bank of East Asia shall, by virtue only of this Ordinance, be entitled to participate in the United Chinese Bank Limited Employees Provident Fund Scheme or the BEA (MPF) Master Trust Scheme or any other pension fund scheme of, provident fund scheme of, or gratuity benefits payable by United Chinese Bank. Cap 1168 s 11 Waiver of prohibition of merger (1) Any provision contained in any contract to which either Bank of East Asia or United Chinese Bank is a party which prohibits or has the effect of prohibiting the transfer and vesting or deemed transfer and vesting of the undertaking of United Chinese Bank in Bank of East Asia shall be deemed by this Ordinance to have been waived. (2) Any provision contained in any contract to the effect that a default shall occur or be deemed to occur as a result of the transfer and vesting or deemed transfer and vesting of the undertaking of United Chinese Bank in Bank of East Asia, and to which either Bank of East Asia or United Chinese Bank is a party, shall be deemed by this Ordinance to have been waived. (3) Nothing in this section applies to any contract to which Bank of East Asia in Hong Kong or United Chinese Bank in Hong Kong is not a party. Cap 1168 s 12 Evidence: books and documents (1) All books and other documents which would, before the appointed day, have been evidence in respect of any matter for or against United Chinese Bank shall be admissible in evidence in respect of the same matter for or against Bank of East Asia. (2) In this section "documents" (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap 8). Cap 1168 s 13 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 United Chinese Bank deemed to be vested in Bank of East Asia by virtue of this Ordinance, and to entries made in those records before the appointed day, as if such records were the records of Bank of East Asia. (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 Bank of East Asia by virtue of this Ordinance shall be deemed to have been the ordinary banker's records of Bank of East Asia at the time of the making of any entry therein which purports to have been made before 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 United Chinese Bank shall by virtue of this Ordinance be deemed to be documents previously in the custody or control of Bank of East Asia. (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 1168 s 14 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 any property and liabilities of United Chinese Bank in Bank of East Asia 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 in, Bank of East Asia 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 United Chinese Bank to Bank of East Asia; (b) any deed or other document made or executed on or after the appointed day, whereby Bank of East Asia or United Chinese Bank, 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 United Chinese Bank immediately before the appointed day and forming part of the undertaking, whether alone or jointly with any other person, shall be sufficient evidence that the interest of United Chinese Bank in that property is deemed to be vested in Bank of East Asia under this Ordinance; (c) where there is any other transaction or purported transaction by Bank of East Asia or United Chinese Bank on or after the appointed day in connection with, or in relation to, any property or liabilities which are property or liabilities of United Chinese Bank immediately before that day and forming part of the undertaking, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that Bank of East Asia has full power and authority for that transaction as if the property or liabilities were deemed to be vested in it under this Ordinance; (d) a certificate given by or on behalf of Bank of East Asia at any time that any property or liability specified in the certificate (which property or liability immediately before the appointed day is the property or liability of United Chinese Bank) is or, as the case may be, is not, deemed to be vested in Bank of East Asia 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 United Chinese Bank and Bank of East Asia to the other of them in respect of anything done, or purporting to have been done, by either of them in connection with, or in relation to, any property or liabilities. (4) In subsection (2)- (a) "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 not); and (b) "convey" (转易) includes mortgage, charge, lease, assent, vest by way of vesting declaration or vesting instrument, disclaim, release or otherwise assure.(5) Nothing in this section applies to any property falling within section 5(2). Cap 1168 s 15 Interests in land (1) The vesting or deemed vesting in Bank of East Asia of an interest in land by virtue of this Ordinance shall not- (a) constitute an acquisition, 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) operate so as to merge any leasehold interest in the reversion expectant on it; or (c) 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 (d) operate as a breach of covenant or condition against alienation; or (e) give rise to any forfeiture, damages or other right of action; or (f) invalidate or discharge any contract or security.(2) All existing registration of any interest in land in the name of United Chinese Bank (whether alone or with any other person) shall be construed and have effect on and from the appointed day as if Bank of East Asia had been entered on the land register instead of United Chinese Bank. (3) To enable Bank of East Asia to complete a 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, and may be used as an assignment, conveyance, transfer or, as the case may be, general disposition of such property in favour of Bank of East Asia. (4) Bank of East Asia shall register or cause to be registered in the Land Registry a Government Printer's copy of this Ordinance in respect of the vesting of the properties of United Chinese Bank in Bank of East Asia. Cap 1168 s 16 Saving for enactments concerning banking institutions Nothing in this Ordinance shall exempt United Chinese Bank or Bank of East Asia or any other subsidiary of United Chinese Bank or Bank of East Asia from the provisions of any enactment regulating the carrying on of the business of any of them. Cap 1168 s 17 Saving for companies Nothing in this Ordinance shall prejudice the powers of Bank of East Asia to alter its memorandum and articles of association or to dispose of, or deal with, its property, security or liabilities or to carry on or discontinue any part of its business; and nothing in this Ordinance shall prejudice the powers of United Chinese Bank to dispose of, or deal with, its property, security or liabilities before the appointed day. Cap 1168 s 18 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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