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To provide for the vesting in Standard Chartered Asia Limited of the undertaking of MAIBL Bermuda (Far East) Limited; and for purposes incidental and ancillary thereto. [9 November 1984] (Originally 74 of 1984) Cap 1136 s 1 Short title This Ordinance may be cited as the Standard Chartered Asia Limited Ordinance. Cap 1136 s 2 Interpretation (1) In this Ordinance, unless the context otherwise requires- "the appointed day" (指定日期) means 31 December 1984; "customer" (客户) includes any person having a banking account or other dealing, transaction or arrangement in the course of business with SC Asia or, as the case may be, MBFEL; "excluded items" (除外项目) means documents required to be kept pursuant to the provisions of the Companies Ordinance (Cap 32); "existing" (现有) means existing or in force immediately before the appointed day; "liabilities" (法律责任) includes duties and obligations of every description wheresoever arising (whether existing or future, actual or contingent), but does not include any excluded item; "MBFEL" (米特兰) means MAIBL Bermuda (Far East) Limited; "property" (财产) means property and assets of every description wheresoever situate, and includes property held on trust and securities, rights, benefits and powers of every description, but does not include any excluded item; "SC Asia" (渣打(亚洲)) means Standard Chartered Asia Limited; and "security" (抵押) includes a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive), hypothecation, indemnity, undertaking or other means of securing payment or discharge of a debt or liability (whether existing or future, actual or contingent). (2) For the purposes of this Ordinance- (a) references to property and liabilities of MBFEL are references to all such property and liabilities, whether or not capable of being transferred or assigned by MBFEL; (b) any such reference to property of MBFEL is a reference to property of MBFEL whether situated in Hong Kong or elsewhere; and (c) any such reference to rights or liabilities of MBFEL is a reference to rights to which MBFEL is entitled or, as the case may be, to liabilities to which MBFEL is subject, whether under the law of Hong Kong or under the law of any country or territory outside Hong Kong. Cap 1136 s 3 Vesting of MBFEL's undertaking in SC Asia (1) On the appointed day, all existing property and liabilities of MBFEL of whatsoever nature and whether MBFEL holds or is subject to the same beneficially or in any fiduciary capacity shall, by virtue of this Ordinance and without further assurance, vest in SC Asia and become the property and liabilities of SC Asia as if in all respects SC Asia were the same person in law as MBFEL to the intent that SC Asia shall succeed to the whole undertaking of MBFEL. (2) As consideration for the vesting of property and liabilities under subsection (1) SC Asia shall issue and allot to Standard Chartered Merchant Bank Limited such number of ordinary shares of $1 each in the capital of SC Asia credited as fully paid as SC Asia shall direct and in connection with such issue and allotment SC Asia shall not be obliged to credit or otherwise transfer any amount to its share premium account. (3) Where the vesting of any property referred to in subsection (1) is governed otherwise than by the law of Hong Kong, MBFEL shall, if SC Asia so requires, so soon as is practicable after the appointed day, take all necessary steps for securing the effective vesting of such property in SC Asia and, pending such vesting, MBFEL shall hold any such property in trust for SC Asia. Cap 1136 s 4 MBFEL to be a subsidiary of SC Asia Immediately after the property and liabilities of MBFEL have vested in SC Asia pursuant to section 3, by virtue of this Ordinance- (a) the authorized and issued share capital of MBFEL shall be reduced to 100 ordinary shares of United States $1 each and MBFEL's share premium account shall be reduced to nil; (b) all of the ordinary shares in the capital of MBFEL shall be vested in SC Asia; and (c) MBFEL shall cease to be registered as a deposit-taking company under the Deposit-taking Companies Ordinance*.____________________________________________________________________________________________ Note: * Cap 328, 1983 R. Edition (now repealed, see 27 of 1986). Cap 1136 s 5 Accounting treatment of SC Asia and MBFEL Notwithstanding the provisions of any other Ordinance- (a) the balance sheets and profit and loss accounts of SC Asia and MBFEL for the accounting period of each company in which the appointed day falls shall be prepared in all respects as if the property and liabilities of MBFEL had vested in SC Asia pursuant to section 3 on the first day of such accounting periods; and (b) any retained profits of MBFEL as at the first day of such accounting periods and any reserves arising on the vesting of the property and liabilities of MBFEL in SC Asia pursuant to section 3 shall be distributable by SC Asia. Cap 1136 s 6 Trust property (1) Any property vested in SC Asia by virtue of this Ordinance which immediately before the appointed day was held by MBFEL, 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), 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 SC 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 MBFEL in any such fiduciary capacity, and any provision therein, or any existing contract or arrangement for the payment to, or retention by, MBFEL 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 MBFEL (other than a reference, however worded and whether express or implied, to terms and conditions of or to a scale of fees of MBFEL) there were substituted a reference to SC Asia. Cap 1136 s 7 Supplementary provisions Without prejudice to the generality of the foregoing provisions of this Ordinance but subject to any provision in this Ordinance to the contrary effect, the following provisions shall have effect in relation to property and liabilities vested in SC Asia by virtue of this Ordinance- (a) every existing contract to which MBFEL is a party (whether in writing or not) shall be construed and have effect on and from the appointed day as if- (i) SC Asia had been a party thereto instead of MBFEL; (ii) for any reference (however worded and whether express or implied) to MBFEL there were substituted, as respects anything falling to be done on or after the appointed day, a reference to SC Asia; and (iii) any reference (however worded and whether express or implied) to the directors or to any director, officer, clerk or servant of MBFEL were, as respects anything falling to be done on or after the appointed day, a reference to the directors of SC Asia or, as the case may require, to such director, officer, clerk or servant of SC Asia, as SC Asia may appoint for that purpose or, in default of appointment, to the director, officer, clerk or servant of SC Asia who corresponds as nearly as may be to the first-mentioned director, officer, clerk or servant;(b) sub-paragraphs (ii) and (iii) of paragraph (a) shall apply to any statutory provision and to any provision of any existing contract to which MBFEL was not a party and sub-paragraphs (i), (ii) and (iii) of that paragraph shall apply to any provision of any other existing document (not being a contract) in the same manner as, in any such case, they apply to a contract to which paragraph (a) applies; (c) any account between MBFEL and a customer shall, on and from the appointed day, become an account between SC Asia and the 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: Provided that nothing herein shall affect any right of SC Asia or of the 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 given to MBFEL (whether in writing or not and whether or not in relation to an account) shall have effect, on and from the appointed day, as if given to SC Asia; (e) any negotiable instrument or order for payment of money drawn on, or given to, or accepted or endorsed by MBFEL, or payable at any place of business of MBFEL, whether so drawn, given, accepted or endorsed before, 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 SC Asia or were payable at the same place of business of SC Asia; (f) the custody of any document, goods or other thing held by MBFEL as bailee shall pass to SC Asia on the appointed day, and the rights and obligations of MBFEL under any contract of bailment relating to any such document, goods or thing shall on the appointed day become rights and obligations of SC Asia; (g) any security held immediately before the appointed day by, or by a nominee of, or trustee for, MBFEL as security for the payment or discharge of any debt or liability (whether existing or future, actual or contingent) shall, on and from the appointed day, be held by, or (as the case may require) by that nominee or trustee as nominee or trustee for, SC Asia and to the extent of that debt or liability be available to SC Asia, as security for the payment or discharge of that debt or liability, and any such security which extends to future advances or liabilities shall, on and from the appointed day, be held by, and be available as aforesaid to, SC Asia as security for future advances by, and future liabilities to, SC Asia in the same manner in all respects as future advances by or liabilities to MBFEL were secured thereby immediately before that day; (h) where by virtue of this Ordinance any right or liability of MBFEL becomes a right or liability of SC Asia, SC 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 SC Asia and any legal proceedings or applications to any authority pending immediately before the appointed day by or against MBFEL may be continued by or against SC Asia; and (i) any judgment or award obtained by or against MBFEL and not fully satisfied before the appointed day shall, to the extent to which it is enforceable by or against MBFEL, be enforceable by or against SC Asia. Cap 1136 s 8 Contracts of employment (1) Paragraph (a) of section 7 applies to a contract for the employment of any person by MBFEL; and employment with MBFEL and SC Asia under any such contract shall be deemed for all purposes to be a single continuing employment. (2) No director, secretary or auditor of MBFEL shall by virtue only of this Ordinance become a director, secretary or, as the case may be, auditor of SC Asia. Cap 1136 s 9 Evidence and records and documents (1) All records and other documents which would, before the appointed day, have been evidence in respect of any matter for or against MBFEL shall be admissible in evidence in respect of the same matter for or against SC Asia. (2) In this section "documents" (文件) shall be construed in accordance with section 46 of the Evidence Ordinance (Cap 8). (Amended 2 of 1999 s. 6) Cap 1136 s 10 Application of Part III of Evidence Ordinance (1) On and from the appointed day, Part III of the Evidence Ordinance (Cap 8) shall apply to the banker's records of MBFEL vested in SC Asia by virtue of this Ordinance, and to entries made therein before the appointed day, as if such banker's records were the banker's records of SC Asia. (2) For the purposes of section 20 of the Evidence Ordinance (Cap 8), banker's records which become the banker's records of SC Asia by virtue of this Ordinance shall be deemed to have been the ordinary banker's records of SC 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) 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 1136 s 11 Evidence of vesting (1) The production of a Government Printer's copy of this Ordinance shall, for all purposes, be conclusive evidence of the vesting of the property and liabilities of MBFEL in SC Asia in accordance with the provisions of this Ordinance. (2) Without prejudice to the generality of subsection (1), any document made or executed on or after the appointed day whereby SC Asia, 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 MBFEL immediately before the appointed day, whether alone or jointly with any other person, shall be sufficient evidence that the interest of MBFEL in such property became vested in SC Asia by virtue of this Ordinance. (3) Nothing in this section applies to any property falling within section 3(3) of this Ordinance. Cap 1136 s 12 Vesting of interests in land The vesting in SC Asia of an interest in land by virtue of this Ordinance shall not- (a) (Repealed 16 of 2004 s. 16) (b) constitute an assignment, transfer, devolution, parting with possession or other disposition of that interest for the purposes of any provision relating to assignment, transfer, devolution, parting with possession or other disposition contained in any instrument concerning that interest; or (c) give rise to any forfeiture; or (d) invalidate or discharge any contract or security; or (e) operate so as to merge any leasehold interest in the reversion expectant on it. Cap 1136 s 13 Saving for SC Asia Nothing in this Ordinance shall derogate from or prejudice the powers of SC Asia to alter its memorandum and articles of association or to dispose of, or deal with, its assets or to carry on or discontinue its business or any part thereof. Cap 1136 s 14 Saving for enactments concerning financial institutions Save as expressly provided in this Ordinance, nothing in this Ordinance shall exempt MBFEL or SC Asia from the provisions of any enactment regulating the carrying on of the business of either of them. Cap 1136 s 15 Saving Remarks: Adaptation amendments retroactively made - see 60 of 1999 s. 3 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 persons except such as are mentioned in this Ordinance and those claiming by, from or under them. (Amended 60 of 1999 s. 3) Cap 1136 s 16 Costs of Ordinance The costs, charges and expenses preliminary to, and of and incidental to, the preparing for, obtaining and passing of this Ordinance, or otherwise in relation thereto, shall be paid by SC Asia.