STANDARD CHARTERED ASIA LIMITED ORDINANCE

STANDARD CHARTERED ASIA LIMITED ORDINANCE

LAWS OF HONG KONG

STANDARD CHARTERED ASIA LIMITED

ORDINANCE

CHAPTER 1136





CHAPTER 1136

STANDARD CHARTERED ASIA LIMITED

To providefor the vesting in Standard Chartered Asia Limited of the
undertaking of MAIBL Bermuda (Far East) Limited; andfor
purposes incidental and ancillary thereto.

[9 November 1984.1

1. This Ordinance may be cited as the Standard Chartered Asia
Limited Ordinance.

2. (1) In this Ordinance, unless the context otherwise requires

'the appointed day' means 31 December 1984;

'customer' 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, M 13FEL;

'excluded items' means documents required to be kept pursuant to the
provisions of the Companies Ordinance;

'existing' means existing or in force immediately before the appointed
day;

'liabilities' includes duties and obligations of every description
wheresoever arising (whether existing or future, actual or
contingent), but does not include any excluded item;

'MBFEL' means MAIBL Bermuda (Far East) Limited;

'property' 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' means Standard Chartered Asia Limited; and

'security' 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 M13FEL 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 M13FIEL is a
reference to rights to which M13FIEL 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.

3. (1) On the appointed day, all existing property and liabilities of
M13FIEL of whatsoever nature and whether M13FIEL 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 M13FEL to the intent that SC
Asia shall succeed to the whole undertaking of M13FEL.

(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 51 each in
the capital of SC Asia credited as fully paid as SC Asia shall direct and
in connexion 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. M13FIEL 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. M13FEL shall hold any
such property in trust for SC Asia.

4. Immediately after the property and liabilities of M13FEL have
vested in SC Asia pursuant to section 3. by virtue of this Ordinance

(a)the authorized and issued share capital of M B FEL shall be
reduced to 100 ordinary shares of United States SI each and
MBFEL's share premium account shall be reduced to nil;

(b)all of the ordinary shares in the capital of M 13FEL shall be
vested in SC Asia; and

(c)M13FIEL shall cease to be registered as a deposit-taking
company under the Deposit-taking Companies Ordinance.

5. Notwithstanding the provisions of any other Ordinance-

(a)the balance sheets and profit and loss accounts of SC Asia
and M BFEL 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 M13FEL had vested in SC
Asia pursuant to section 3 on the first day of such accounting
periods; and





(b)any retained profits of M BFEL 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.

6. (1) Any property vested in SC Asia by virtue of this Ordinance
which immediately before the appointed day was held by M13FEL,
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 M 13FEL in any such fiduciary
capacity, and any provision therein. or any existing contract or
arrangement for the payment to. or retention by. M 13FEL 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 M 13FEL (other than a
reference, however worded and whether express or implied, to terms and
conditions of or to a scale of fees of M 13FEL) there were substituted a
reference to SC Asia.

7. 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 M13FEL;

(ii) for any reference (however worded and whether express
or implied) to M13FIEL 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 M13FIEL 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 firstmentioned 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 M13FEL 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
M 13FEL (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;

the custody of any document, goods or other thing held by
M 13FEL 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 ap-
pointed 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
M13FEL 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 M13FEL and
not fully satisfied before the appointed day shall, to the extent
to which it is enforceable by or against M 13FEL. be
enforceable by or against SC Asia.

8. (1) Paragraph (a) of section 7 applies to a contract for the
employment of any person by MBFEL; and employment with M13FEL
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 M13FEL shall by virtue only
of this Ordinance become a director, secretary or, as the case may be,
auditor of SC Asia.

9. (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' shall be construed in accordance
with section 55 of the Evidence Ordinance.

10. (1) On and from the appointed day, Part 111 of the Evidence
Ordinance 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,
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' shall be construed in
accordance with section 2 of the Evidence Ordinance.

11. (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 M13FEL 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.

12. The vesting in SC Asia of an interest in land by virtue of this
Ordinance shall not

(a)constitute a purchase or creation of that interest for the
purposes of section 119E(2) of the Landlord and Tenant
(Consolidation) Ordinance; or

(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.

13. 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.

14. Save as expressly provided in this Ordinance, nothing in this
Ordinance shall exempt M 13FEL or SC Asia from the provisions of any
enactment regulating the carrying on of the business of either of them.

15. Nothing in this Ordinance shall affect or be deemed to affect the
rights of Her Majesty the Queen, Her Heirs or Successors, 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.

16. 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.
Originally 74 of 1984 Short title Interpretation Vesting of MBFEL's undertaking in SC Asia MBFEL to be a subsidiary of SC Asia Accounting treatment of SC Asia and MBFEL Trust property Supplementary provisions Contracts of employment Evidence and records and documents Application of Part III of Evidence Ordinance Evidence of vesting Vesting of interests in land Saving for SC Asia Saving for enactments concerning financial institutions Saving Costs of Ordinance

Originally 74 of 1984 Short title Interpretation Vesting of MBFEL's undertaking in SC Asia MBFEL to be a subsidiary of SC Asia Accounting treatment of SC Asia and MBFEL Trust property Supplementary provisions Contracts of employment Evidence and records and documents Application of Part III of Evidence Ordinance Evidence of vesting Vesting of interests in land Saving for SC Asia Saving for enactments concerning financial institutions Saving Costs of Ordinance

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