ROYAL BANK OF SCOTLAND ORDINANCE

ROYAL BANK OF SCOTLAND ORDINANCE

LAWS OF HONG KONG

ROYAL BANK OF SCOTLAND ORDINANCE

CHAPTER 1138





CHAPTER 1138

ROYAL BANK OF SCOTLAND ORDINANCE

ARRANGEMENT OF SECTIONS
Section Page

1. Short title ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 3

2. Interpretation ... ... ... ... ... ... ... ... ... ... ... ... ... ... 3

3. Appointed day ... ... ... ... ... ... ... ... ... ... ... ... ... ... 4

4. Transfer of undertaking of Royal Bank of Scotland to the Bank ... ... ... ... 5

5. Provisions as to contracts, etc., and enactments ...
... ... ... ... ... ... 5

6. Provisions as to trust property transferred and as to trusteeships, etc . ... ... ...
7

7. Supplementary provisions as to transfer ... ... ... ... ... ... ... ... ... 8

8. Contracts of employment ... ... ... ... ... ... ... ... ... ... ... ... 10

9. Retirement fund ... ... ... ... ... ... ... ... ... ... ... ... ... ... 10

10. Claims, actions, etc., not to abate ...
... ... ... ... ... ... ... ... ... 11

11. Application of Part Ill of Evidence Ordinance ...
... ... ... ... ... ... 11

12. Transfers governed otherwise than by law of Hong Kong ...
... ... ... ... 12

13. Records and other documents to remain evidence ... ... ... ... ... ... ... 12

14. Evidence of transfer ...
... ... ... ... ... ... ... ... ... ... ... ... 12

is. Reserves and profits and losses transferred ...
... ... ... ... ... ... ... 13

16. Transfer of interests in land and other property ... ... ... ... ... ... ... 13

17. Completion and deduction of title to property ... ... ... ... ... ... ... ... 14

18. Saving for testamentary gifts ...
... ... ... ... ... ... ... ... ... ... 14

19. Saving for enactments concerning banking, etc. ... ... ... ... ... ... ... 14

20. Saving for the Bank and Royal Bank of Scotland ... ... ... ... ... ... ... 14

21. Saving ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... 14

22. Costs of Ordinance ... ... ... ... ... ... ... ... ... ... ... ... ... 14





CHAPTER 1138

ROYAL BANK OF SCOTLAND

To provide for the transfer of the undertaking of The Royal Bank of
Scotland public limited company to RBSG public limited
company; andfor purposes connected therewith.

[26 July 1985.1

WHEREAS

(a)The Royal Bank of Scotland public limited company
(hereinafter called 'Royal Bank of Scotland') was
incorporated by a Royal Charter granted by His Majesty King
George the First dated 31 May 1727 under the name 'The
Royal Bank of Scotland', was subsequently registered under
Part VIII of the United Kingdom Companies Act 1948 as a
company limited by shares under the name 'The Royal Bank
of Scotland Limited' and re-registered under the United
Kingdom Companies Act 1980 as a public limited company
and is now registered under Part XI of the Companies
Ordinance as an oversea company;

(b)RBSG public limited company (hereinafter called 'the Bank')
is a public company incorporated under the United Kingdom
Companies Acts 1948 to 1980 as a company limited by shares
formed with the object (amongst others) of carrying on, in the
United Kingdom, Hong Kong and elsewhere, the business of
banking and is registered under Part X1 of the Companies
Ordinance as an oversea company;

(e)it is expedient, in connection with a worldwide merger of the
respective undertakings of Royal Bank of Scotland and
Williams & Glyn's Bank public limited company, that the said
undertakings should be transferred to the Bank;

(d)the Royal Bank of Scotland Act 1985 has been passed in the
United Kingdom for the purpose of effecting the transfer of
the said undertakings to the Bank (in so far as the same can be
effected by United Kingdom legislation) and for the purpose
of changing the name of Royal Bank of Scotland to 'The
Royal Bank of Scotland (1727) Limited' and changing the
name of the Bank to 'The Royal Bank of Scotland public
limited company'; and

(e)it is expedient that, in connection with the said worldwide
merger, the Hong Kong business of Royal Bank of Scotland
and that part of the undertaking of Royal Bank of Scotland
which is governed by Hong Kong law or the transfer of which
is governed by Hong Kong law or which





is derived from the Hong Kong business of Royal Bank of
Scotland should be transferred to the Bank by Hong Kong
legislation:

1. This Ordinance may be cited as the Royal Bank of Scotland
Ordinance.

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

'appointed day' means the day appointed under section 3;

'authorized representative' when used in relation to Royal Bank of
Scotland or the Bank means the person or one of the persons
resident in Hong Kong and authorized to accept service of process
and notices on its behalf whose name or names and address or
addresses is or are registered under section 333(1) of the
Companies Ordinance;

'the Bank means RBSG public limited company;

'customer' includes any person having a banking account or other
dealing, transaction or arrangement with Royal Bank of Scotland or
(as the context may require) the Bank;

'enactment means an enactment in this Ordinance or in any Ordinance
or in any order, by-law, rule or regulation made under any
Ordinance;

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

'liabilities' includes debts, duties and obligations of every description
wheresoever arising (whether actual or contingent, present or
future);

'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 the common seal of Royal Bank of Scotland or
any document (other than accounting records) required to be kept
pursuant to the provisions ofthe United Kingdom Companies Act
1985 or the Companies Ordinance;

'the registrar means the Registrar of Companies appointed under
section 303 of the Companies Ordinance;

'Royal Bank of Scotland' means The Royal Bank of Scotland public
limited company;

'security' includes any mortgage or charge (whether legal or equitable),
assignment, debenture, fixed security, floating charge, personal
bond, bill of exchange, promissory note, trust receipt, warehouse
warrant, guarantee, indemnity, lien, right of retention, hypothec,
pledge (whether actual or constructive), mandate, hypothecation,
right of set-off, 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 liability and also includes any agreement or
undertaking (whether in writing or not) to give or execute any
of the foregoing whether upon demand or otherwise;

'subsidiary' has the meaning given by section 2(4) of the Companies
Ordinance;

'undertaking' when used in relation to Royal Bank of Scotland means
the business and all existing property and all existing liabilities of
Royal Bank of Scotland; and

'will' includes a codicil, a trust disposition and settlement, any other
testamentary writing and any deed, disposition, contract,
instrument or writing taking effect on the death of any person
whereby any part of his estate is disposed of, or under which a
succession thereto arises.

(2) References in this Ordinance to property and liabilities of Royal
Bank of Scotland are references to all property vested in or belonging to
or held by Royal Bank of Scotland and all liabilities to which Royal Bank
of Scotland is subject, whether beneficially or in any fiduciary capacity
and whether or not capable of being transferred or assigned by Royal
Bank of Scotland.

(3) Any reference in this Ordinance to property or liabilities of
Royal Bank of Scotland is a reference to property or, as the case may
be, to liabilities of Royal Bank of Scotland whether situated in Hong
Kong or elsewhere.

(4) Any reference in this Ordinance to rights or liabilities of Royal
Bank of Scotland is a reference to rights to which Royal Bank of
Scotland is entitled or, as the case may be, to liabilities to which Royal
Bank of Scotland is subject, whether under the law of Hong Kong or
under the law of any country or territory outside Hong Kong.

3. (1) The directors of the Bank may appoint a day for the purposes
of this Ordinance:

Provided that any day appointed under this section shall not be
before a licence has been granted to the Bank under section 7 of the
Banking Ordinance.

(2) Not less than 14 days before the day appointed under this
section the Bank shall publish in the Gazette a notice stating the day so
appointed.

30 September 1985 has been appointed as the day referred to in section 3(1)--
see notice in page PN3615 of Gazette Supplement No. 6 of 13 September 1985.





(3) The publication of notice under subsection (2) shall be
conclusive evidence of a day being the appointed day for the purposes
of this Ordinance, and a photostatic or other reproduction of a page or
part of a page of the Gazette containing the notice certified by an
authorized representative of the Bank shall be evidence of the
publication of the notice.

4. On the appointed day that part of the undertaking of Royal Bank
of Scotland which is governed by Hong Kong law or the transfer of
which is governed by Hong Kong law or which is derived from the
Hong Kong business of Royal Bank of Scotland shall, by virtue of this
Ordinance and without further act or deed, be transferred to, and vest
in, the Bank to the intent that the Bank shall succeed to such part of the
undertaking of Royal Bank of Scotland as if in all respects the Bank
were the same person in law as Royal Bank of Scotland.

5. (1) Without prejudice to the generality of any other provision of
this Ordinance but subject to any provision in this Ordinance to the
contrary effect, the following provisions of this section shall have effect
for the purposes of section 4.

(2) All existing contracts, agreements, certificates, awards,
conveyances, deeds, leases, licences, notices, permits, guarantees,
bonds, indemnities, mandates, instructions and other instruments and
undertakings entered into by, made with, given to or by or addressed to
Royal Bank of Scotland (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

(a)instead of Royal Bank of Scotland, the Bank had been the
person by whom they were entered into, with whom they were
made, to or by whom they were given or to whom they were
addressed (as the case may be);

(b)for any reference (however worded and whether express or
implied) to Royal Bank of Scotland there were substituted, as
regards anything falling to be done or capable of being done
on or after the appointed day, a reference to the Bank;and

(c)any reference (however worded and whether express or
implied) to the directors or to any director, officer or employee
of Royal Bank of Scotland were, as regards anything falling to
be done or capable of being done on or after the appointed
day, a reference to the directors of the Bank or, as the case
may require, to such director, officer or employee of the Bank
as the Bank may appoint for that purpose or, in default of
appointment, to the director, officer or employee of the Bank
who corresponds as nearly as may be to the first-mentioned
director, officer or employee.





(3) Any existing deed or other instrument or document and
any existing contract, agreement or undertaking not in writing
(other than one to which subsection (2) applies or a will) in which
there is a reference (however worded and whether express or
implied) to Royal Bank of Scotland or to the directors or to any
director, officer or employee of Royal Bank of Scotland shall be
construed and have effect on and from the appointed day as if-

(a)for any such reference to Royal Bank of Scotland there
were substituted, as regards anything falling to be done or
capable of being done on or after the appointed day, a
reference to the Bank; and

(b)any such reference to the directors or to any director,
officer or employee of Royal Bank of Scotland were, as
regards anything falling to be done or capable of being
done on or after the appointed day, a reference to the
directors of the Bank or, as the case may require, to such
director, officer or employee of the Bank as the Bank may
appoint for that purpose or, in default of appointment, to
the director, officer or employee of the Bank who corres-
ponds as nearly as may be to the first-mentioned director,
officer or employee.

(4) Any deed or other instrument or document (other than a
will), and any contract, agreement or undertaking not in writing
which is made, executed or given on or after the appointed day and
in which there is a reference (however worded and whether express
or implied) to Royal Bank of Scotland or to the directors or to any
director, officer or employee of Royal Bank of Scotland shall be
construed and have effect as if-

(a)for any such reference to Royal Bank of Scotland there
were substituted, as regards anything falling to be done or
capable of being done on or after the appointed day, a
reference to the Bank; and

(b)any such reference to the directors or to any director,
officer or employee of Royal Bank of Scotland were, as
regards anything falling to be done or capable of being
done on or after the appointed day, a reference to the
directors of the Bank or, as the case may require, to such
director, officer or employee of the Bank as the Bank may
appoint for that purpose or, in default of appointment, to
the director, officer or employee of the Bank who corres-
ponds as nearly as may be to the first-mentioned director,
officer or employee.

(5) Any enactment other than this Ordinance containing a
reference (however worded and whether express or implied) to
Royal Bank of Scotland or to the directors or to any director, officer
or employee of Royal Bank of Scotland shall be construed and have
effect on and from the appointed day as if-





(a)for any such reference to Royal Bank of Scotland there
were substituted, as regards anything falling to be done or
capable of being done on or after the appointed day, a
reference to the Bank; and

(b)any such reference to the directors or to any director,
officer or employee of Royal Bank of Scotland were, as
regards anything falling to be done or capable of being
done on or after the appointed day, a reference to the
directors of the Bank or, as the case may require, to such
director, officer or employee of the Bank as the Bank may
appoint for that purpose or, in default of appointment, to
the director, officer or employee of the Bank who corres-
ponds as nearly as may be to the first-mentioned director,
officer or employee.

6. (1) Any property transferred to and vested in the Bank by
virtue of this Ordinance which, immediately before the appointed
day, was held by Royal Bank of Scotland, whether alone or jointly
with any other person-

(a)as trustee or custodian trustee of any trust deed, settle-
ment, covenant, agreement or will, and whether originally
so appointed or not, and whether appointed under hand or
seal, or by order of any court or otherwise;

(b) as executor of the will of a deceased person;

(c) as administrator of the estate of a deceased person;

(d)as judicial trustee or judicial factor appointed by order of
any court; or

(e) in any other fiduciary capacity whatsoever,

shall, on and from the appointed day, be held by the Bank alone or
jointly with such other person (as the case may be), in the same
capacity, upon the trusts, and with and subject to the rights, powers,
provisions, liabilities and obligations applicable thereto respectively.

(2) Any order of any court or any trust deed, settlement,
covenant, agreement, will or appointment, whether made or exe-
cuted before, on or after the appointed day, under or by virtue of
which Royal Bank of Scotland was or is or, but for the provisions of
this section. would have been (whether alone or with any other
person) granted letters of administration or appointed trustee.
custodian trustee, executor, tutor, curator, guardian. judicial trus-
tee, judicial factor or custodian or appointed or confirmed in any
other fiduciary capacity shall not fail by reason of anything in this
Ordinance but shall, on and from the appointed day (or, if it be later,
the date upon which such order, trust deed, settlement, covenant,
agreement, will or appointment is made or executed), be read,
construed and have effect as if for any reference therein to Royal
Bank of Scotland there were substituted a reference to the Bank.





(3) Where any order, trust deed, settlement, covenant, agreement,
will or appointment such as is mentioned in subsection (2) authorized or
authorizes Royal Bank of Scotland or (in the case of any such order,
trust deed, settlement, covenant, agreement, will or appointment taking
effect after the appointed day) would have authorized Royal Bank of
Scotland (if it had accepted such appointment) to charge remuneration
or otherwise to act in accordance with a scale or terms or conditions
applicable to Royal Bank of Scotland at any particular date before, on or
after the appointed day or for the time being, then on and from the
appointed day (or, if it be later, the date upon which such order, trust
deed, settlement, covenant, agreement, will or appointment is made or
executed) every reference in such order, trust deed, settlement,
covenant, agreement, will or appointment to such scale or terms or
conditions shall be construed and have effect as if the same were a
reference to the corresponding scale or terms or conditions applicable
to the Bank at such particular date or for the time being (as the case may
be):

Provided that where any such reference is to a scale or terms or
conditions applicable to Royal Bank of Scotland at some date before the
appointed day, then the provisions of this subsection shall be
construed and have effect as if such scale or terms or conditions had
been applicable to the Bank at such prior date (notwithstanding that the
Bank may not have been in existence at that date or may not have been
carrying on the business of acting in the fiduciary capacity to which
such scale or terms or conditions related) and as if every reference in
such scale or terms or conditions to Royal Bank of Scotland had been a
reference to the Bank.

7. (1) Without prejudice to the generality of any other provision of
this Ordinance, the following provisions shall have effect for the
purposes of section 4

(a)any existing account between Royal Bank of Scotland and a
customer shall be transferred to the Bank on the appointed
day and shall become, on and from the appointed day, an
account between the Bank and such customer with the same
rights and subject to the same obligations and incidents
(including rights of compensation and set-off) as would have
been applicable thereto if such account between Royal Bank
of Scotland and the customer had continued and such
account shall be deemed for all purposes to be a single
continuing account:

Provided that nothing herein shall effect any right of the
Bank or of the customer on or after the appointed day to vary
the conditions or incidents subject to which any account is
kept;

(b) (i) any existing instruction, order, direction, mandate, notice,
representation, power of attorney, authority, consent or
undertaking (whether in writing or not and whether





or not in relation to an account) given to Royal Bank of
Scotland, either alone or jointly with another person, shall
apply and have effect, on and from the appointed day, as if
given to the Bank or, as the case may be, to the Bank jointly
with such other person;

(ii) any instruction, order, direction, mandate, notice,
representation, power of attorney, authority, consent or
undertaking (whether in writing or not) which is given to
Royal Bank of Scotland, either alone or jointly with another
person, on or after the appointed day and which, if given as
aforesaid prior to the appointed day would have related to an
existing account between Royal Bank of Scotland and a
customer shall apply and have effect as if given to the Bank
or, as the case may be, to the Bank jointly with such other
person;

(c) (i) any security which is, immediately before the appointed day,
held by or in favour of Royal Bank of Scotland as security for
the payment or discharge of any liability shall, on and from
the appointed day, be held by or in favour of the Bank and be
available to the Bank as security for the payment or discharge
of such liability;

(ii) where any security such as is mentioned in
subparagraph (i) of this paragraph extends to future advances
or future liabilities, the said security shall, on and from the
appointed day, be held by or in favour of the Bank, and be
available to the Bank, as security for future advances by, or
future liabilities to, the Bank to the same extent and in the
same manner in all respects as if it had been originally granted
in favour of, and had originally extended to future advances
by or future liabilities to, the Bank;

(iii) where any security such as is mentioned in
subparagraph (i) of this paragraph was granted for a stated
maximum amount, the said security shall, on and from the
appointed day, have the same effect in favour of the Bank up
to such maximum amount in all respects as if it had been
originally granted in favour of the Bank for such maximum
amount;

(iv) the Bank shall, in relation to any security such as is
mentioned in sub-paragraph (i) of this paragraph and to the
liabilities thereby secured, be entitled to the same rights and
priorities and subject to the same obligations and incidents on
and from the appointed day as Royal Bank of Scotland would
have been entitled and subject to if the said security had
continued to be held by it or in its favour;

(d)the custody or possession of any document, goods or other
property held by Royal Bank of Scotland, or by an agent for
or nominee of Royal Bank of Scotland, as a bailee, depositary
or custodian shall on and from the appointed day and by
virtue of this Ordinance be transferred to the





Bank or, as the case may require, be held by such agent or
nominee as agent for or nominee of the Bank, and the rights
and obligations of Royal Bank of Scotland under any contract
of bailment, deposit or custodianship relating to such
document, goods or property, or under any other contract or
arrangement (whether in writing or not) or deed or other
instrument or document regulating custody or possession of
the same, shall by virtue of this Ordinance be transferred on
the appointed. day to the Bank;

(e)any negotiable instrument or order for payment of money,
whether drawn, given, accepted or endorsed before, on or
after the appointed day, which is expressed to be drawn on, or
given to, or accepted or endorsed by, Royal Bank of Scotland,
or payable at any place of business of Royal Bank of
Scotland, shall have the same effect on and from the
appointed day (or, if it be later, the date upon which it is
drawn, given, accepted or endorsed) as if it had been drawn
on, or given to, or accepted or endorsed by the Bank, or
payable at the same place of business of the Bank.

(2) Any reference in paragraph (c) of subsection (1) to securities
held by or in favour of Royal Bank of Scotland shall be construed as
including a reference to securities held by an agent or trustee for, or a
nominee of, Royal Bank of Scotland and any reference in that paragraph
to securities held by or in favour of Royal Bank of Scotland being, on
and from the appointed day, held by or in favour of the Bank shall be
construed as including a reference to securities which are held by an
agent or trustee for, or a nominee of, Royal Bank of Scotland being, on
and from the appointed day, held by such agent, trustee or nominee as
agent or trustee for, or nominee of, the Bank.

8. (1) Section 5(2) shall apply to a contract for the employment of
any person by Royal Bank of Scotland and employment by Royal Bank
of Scotland and the Bank under any such contract shall be deemed for
all purposes to be a single continuing employment.

(2) No director, secretary or auditor of Royal Bank of Scotland
shall, by virtue only of this Ordinance, become a director, secretary or,
as the case may be, auditor of the Bank.

9. (1) In this section 'the fund' means the group retirement benefit
fund established in Hong Kong by policy number GPC-1093 issued by
American International Assurance Company Limited to Royal Bank of
Scotland.

(2) For the purposes of section 4 and without prejudice to the
generality of any other provision of this Ordinance, the policies, rules,
regulations and instruments constituting or relating to the fund shall, on
and from the appointed day, be construed and have effect, so far as the
context permits, as if for any reference therein, express or implied, to
Royal Bank of Scotland (except in the name or





title of the fund) there were substituted a reference to the Bank, but for
the purpose of ascertaining and calculating the right to benefits

prior to the appointed day shall be taken into account as if it were
service or employment with the Bank.

10. (1) Where by virtue of this Ordinance any right or liability of
Royal Bank of Scotland becomes a right or liability of the Bank, the Bank
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, claiming, perfecting or
enforcing that right or liability as if it had at all times been a right or
liability of the Bank; and any claim (including any contingent claim),
action, arbitration or proceeding and any cause of action, arbitration or
proceeding and any application to any authority which shall,
immediately before the appointed day, be pending or existing by,
against or in favour of Royal Bank of Scotland shall not abate or be
discontinued or in any way prejudicially affected by reason of the
provisions of this Ordinance, but the same may, on and from the
appointed day, only be made, continued, prosecuted and enforced by or
against or in favour of the Bank as and when it might have been made,
continued, prosecuted and enforced by or against or in favour of Royal
Bank of Scotland if this Ordinance had not been passed.

(2) Any judgment, decree, order or award obtained by or against
Royal Bank of Scotland and not fully satisfied before the appointed
day, shall, to the extent to which it is enforceable by or against Royal
Bank of Scotland, only be enforceable, on and from the appointed day,
by or against the Bank.

(3) 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 Royal Bank of Scotland, whether
alone or with others, before the appointed day.

11. (1) On and from the appointed day, Part 111 of the Evidence
Ordinance shall apply to the banker's records of Royal Bank of Scotland
transferred to the Bank 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 the Bank.

(2) For the purposes of section 20 of the Evidence Ordinance,
banker's records so transferred to the Bank shall be deemed to have
been the ordinary banker's records of the Bank 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.





12. Where the transfer and vesting of any property forming
part of the undertaking of Royal Bank of Scotland is governed
otherwise than by the law of Hong Kong, Royal Bank of Scotland
shall, if the Bank so requires, so soon as is practicable after the
appointed day, take all necessary steps for the purpose of securing
the effective transfer or vesting thereof to or in the Bank and,
pending such transfer or vesting, shall hold any such property in
trust for the Bank.

13. (1) All records and other documents which would, before
the appointed day, have been evidence in respect of any matter for or
against Royal Bank of Scotland shall on and from the appointed day
be admissible in evidence in respect of the same matter for or against
the Bank.

(2) In this section 'documents' shall be construed in accord-
ance with section 55 of the Evidence Ordinance.

14. (1) The production of a Government Printer's copy of
this Ordinance, and such evidence of publication of notice of the
appointed day as is specified in section 3(3), shall, for all purposes,
be conclusive evidence of the transfer of the undertaking of Royal
Bank of Scotland to the Bank and of the vesting thereof in the Bank
in accordance with the provisions of this Ordinance.

(2) Without prejudice to the generality of the foregoing-

(a)a Government Printer's copy of this Ordinance, together
with such evidence of publication of notice of the appoin-
ted day, shall, in relation to any registered securities
transferred to, and vested in, the Bank 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 Royal Bank of Scotland to the
Bank;

(b)any deed or other instrument or document made or exe-
cuted on or after the appointed day whereby the Bank,
whether alone or jointly with any other person, conveys,
transfers or assigns, or purports to convey, transfer or
assign, to any person (whether for consideration or not), or
applies to be registered as the holder, proprietor or owner
of, any property held by Royal Bank of Scotland imme-
diately before the appointed day, whether alone or jointly
with any other person, shall be sufficient evidence that the
interest of Royal Bank of Scotland in such property
became vested in the Bank by virtue of this Ordinance.

(3) In subsection (2) 'registered securities' 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 transfer-
able and the holders of which are entered in a register (whether
maintained in Hong Kong or not).





15. (1) For the purposes of section 4, on and from the appointed
day, and by virtue of this Ordinance

(a)every existing reserve of Royal Bank of Scotland shall be
transferred to and for all purposes be and become a reserve of
the Bank; and

(b)the amount, description and character of every reserve of the
Bank which shall come into being pursuant to paragraph (a)
shall be the same in all respects as those of the corresponding
existing reserve immediately before the appointed day, and all
enactments and rules of law shall apply to or in respect of
every such reserve of the Bank in the same manner in all
respects as they applied to or in respect of the corresponding
existing reserve immediately before the appointed day.

(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).

(3) Without prejudice to the generality of subsection (1), any
profits or losses of Royal Bank of Scotland earned or incurred after the
beginning of the financial year 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
the Bank.

(4) In subsection (3), 'financial year' has the meaning assigned to
it by section 2(1) of the Companies Ordinance.

16. It is hereby declared that the transfer and vesting of any
property to and in the Bank by virtue of this Ordinance shall not

(a)constitute an acquisition of a right to occupy premises for the
purposes of section 53(4) of the Landlord and Tenant
(Consolidation) Ordinance or a purchase or creation of an
interest in land for the purposes of section 119E(2) of that
Ordinance; or

(b)constitute an assignation, assignment, transfer, devolution,
parting with possession or other disposition of property or of
an interest in property for the purposes of any provision
relating to assignation, assignment, transfer, devolution,
parting with possession or other disposition contained in any
deed or other instrument or document concerning that
property or that interest; or

(c)operate as a breach of covenant or condition against
alienation; or

(d) give rise to any forfeiture; or

(e) invalidate or discharge any contract or security; or





operate so as to merge any leasehold interest in the
reversion which is expectant thereon:

Provided that nothing in this section shall exempt Royal Bank
of Scotland or the Bank from the provisions of the Stamp Duty
Ordinance.

17. To enable the Bank to complete a title, if thought fit, to any
property transferred to it and 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 or assignation, conveyance, transfer or, as the case may
be, general disposition of such property in favour of the Bank.

18. For the avoidance of doubt it is hereby declared that no
testamentary gift shall be adeemed by reason only of the operation
of any provision of this Ordinance.

19. Subject to the provisions of this Ordinance, nothing in this
Ordinance shall exempt Royal Bank of Scotland or the Bank from
the provisions of any enactment regulating the carrying on of the
business of any of them.

20. Nothing in this Ordinance shall prejudice the powers of the
Bank to alter its memorandum and articles of association or the
powers of Royal Bank of Scotland to alter its business and objects or
regulations; and nothing in this Ordinance shall derogate from or
prejudice the powers of the Bank or Royal Bank of Scotland to
change its name (whether its name at the time of the passing of this
Ordinance or not), or to dispose of, or deal with, its assets or to carry
on or discontinue its business or any parr thereof.

21. 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.

22. All costs, charges and expenses preliminary to, and of and
incidental to, the preparation, obtaining and passing of this Ordi-
nance shall be paid by the Bank.
Originally 51 of 1985 Preamble Short title Interpretation Appointed day* Transfer of undertaking of Royal Bank of Scotland to the Bank Provision as to contracts, etc., and enactments Provisions as to trust property transferred and as to trustee-ships, etc Supplementary provisions as to transfer Contracts of employment Retirement fund Claims, actions, etc., not to abate Application of Part III of Evidence Ordinance Transfers governed otherwise than by law of Hong Kong Records and other documents to remain evidence Evidence of transfer Reserves and profits and losses transferred Transfer of interests in land and other property Completion of deduction of title to property Saving for testamentary gifts Saving for enactments concerning banking, etc. Saving for the Bank and Royal Bank of Scotland Saving Costs of Ordinance

Originally 51 of 1985 Preamble Short title Interpretation Appointed day* Transfer of undertaking of Royal Bank of Scotland to the Bank Provision as to contracts, etc., and enactments Provisions as to trust property transferred and as to trustee-ships, etc Supplementary provisions as to transfer Contracts of employment Retirement fund Claims, actions, etc., not to abate Application of Part III of Evidence Ordinance Transfers governed otherwise than by law of Hong Kong Records and other documents to remain evidence Evidence of transfer Reserves and profits and losses transferred Transfer of interests in land and other property Completion of deduction of title to property Saving for testamentary gifts Saving for enactments concerning banking, etc. Saving for the Bank and Royal Bank of Scotland Saving Costs of Ordinance

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