DEUTSCHE BANK (MERGER) ORDINANCE

DEUTSCHE BANK (MERGER) ORDINANCE

LAWS OF HONG KONG

DEUTSCHE BANK (MERGER) ORDINANCE

CHAPTER 1142





CHAPTER 1142

DEUTSCHE BANK (MERGER) ORDINANCE

ARRANGEMENT OF SECTIONS

Section Page

1. Short title ..........................3
2. Interpretation .......................3
3. Notice of appointed day ..............4
4. Recognition of vesting of DB Asia's undertaking in Deutsche Bank 4
5. Trust property and wills .............4
6. Supplementary provisions .............5
7. Contracts of employrnent .............7
8. Pensions .............................7
9. Evidence: books and documents ........7
10. Part 111 of Evidence Ordinance ......7
11. Evidence of vesting .................8
12. Interests in land ...................9
13. Saving for enactments concerning banking institutions 9
14. Saving for companies ................9

15, Saving ..............................
................................................. 9





CHAPTER 1142

DEUTSCHE BANK (MERGER)

To provide for facilitating the vesting in Deutsche Bank Aktiengesellschaft of the
undertaking of Deutsche Bank (Asia) Aktiengesellschaft; and for other related
purposes.

[18 March 1988]

Originally 17 of 1988

Preamble

WHEREAS-

(1)Deutsche Bank Aktiengesellschaft (hereinafter called 'Deutsche Bank') is
a company organised under the law of the Federal Republic of Germany
having its registered place of business at Frankfurt am Main;

(2)Deutsche Bank (Asia) Aktiengesellschaft (hereinafter called 'DB Asia') is
a company organised under the law of the Federal Republic of Germany
having its registered place of business at Hamburg and is a wholly-owned
subsidiary of Deutsche Bank;

(3)DB Asia is a bank licensed under the Banking Ordinance (Cap. 155) and
carries on the business of banking in Hong Kong and elsewhere;

(4)Deutsche Bank carries on the business of banking in the Federal Republic
of Germany and elsewhere;

(5)for the better conduct of the business of the Deutsche Bank group of
companies, it is expedient that provision be made for the merger of
undertakings by which that business is carried on by merging into
Deutsche Bank the undertaking of DB Asia and that that merger of
undertakings should be facilitated without interference with the conduct
and continuity of that business;

(6)such merger is to be carried out in accordance with the provisions of
sections 340 and following of the Stock Corporation Act of the Federal
Republic of Germany (Aktiengesetz) and pursuant to such Act, a merger
agreement was executed on 2 December 1987 on behalf of Deutsche Bank
and DB Asia and ratified by a resolution passed at a shareholders'
meeting of DB Asia dated 11 January 1988;

(7)such merger agreement is due to be filed with the Commercial Register of
the District Court of Hamburg and with the Commercial Register of the
District Court of Frankfurt am Main and thereafter the merger to be
effected pursuant thereto will be registered with both such Commercial
Registers;

(8)on the registration of such merger with the Commercial Register of the
District Court of Frankfurt am Main, DB Asia will be dissolved under the
law of the Federal Republic of Germany and its undertaking merged into
that of Deutsche Bank;





(9)it is expedient to make provision to facilitate such merger insofar as it
relates to that part of the undertaking of DB Asia 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 DB Asia:

Short title

1. This Ordinance may be cited as the Deutsche Bank (Merger) Ordinance.

Interpretation

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

'appointed day' means the day on which the merger to be effected pursuant to the
merger agreement is registered with the Commercial Register of the District
Court of Frankfurt am Main;

'customer' means any person having a banking account or other dealing,
transaction or arrangement with DB Asia or, as the case may be, Deutsche
Bank;

'Deutsche Bank' means Deutsche Bank Aktiengesellschaft;

'DB Asia' means Deutsche Bank (Asia) Aktiengesellschaft;

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

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

'merger agreement' means the merger agreement executed, pursuant to sections 340
and following of the Stock Corporation Act of the Federal Republic of Germany
(Aktiengesetz), on 2 December 1987 on behalf of Deutsche Bank and DB Asia,
and ratified by the shareholders' resolution;

'property' means property and assets of every description 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;

'security' includes a mortgage or charge (whether legal or equitable), debenture,
bill of exchange, promissory note, guarantee, lien, pledge (whether actual or
constructive), hypothecation, assignment by way of security, indemnity, right
of set-off, undertaking or other means of securing payment or discharge of a
liability (whether present or future, actual or contingent);

'the undertaking' means the business and all existing property and liabilities of DB
Asia of whatsoever nature;

'will' includes a codicil and any other testamentary writing.

(2) Any reference in this Ordinance to property or liabilities of DB Asia is a
reference to property or liabilities to which DB Asia 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 DB Asia, and whether DB Asia 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.

Notice of appointed day*

3. Deutsche Bank shall give notice in the Gazette of the day expected to be the
appointed day save that, in the event that such day proves not to be the appointed
day for any reason, Deutsche Bank shall give notice in the Gazette to that effect and
shall again give notice in the Gazette of the next day expected to be the appointed
day or, as the case may be, of the day which was the appointed day.

Recognition of vesting of DB Asia's undertaking in Deutsche Bank

4. On the appointed day that part of the undertaking of DB Asia 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 DB Asia shall be deemed
for the purpose of Hong Kong law to be transferred to, and vest in, Deutsche Bank
to the intent that Deutsche Bank shall succeed to such part of the undertaking of
DB Asia as if in all respects Deutsche Bank were the same person in law as DB
Asia.

Trust property and wills

5. (1) Any property deemed to be vested in Deutsche Bank by virtue of this
Ordinance which immediately before the appointed day was held by DB Asia,
whether alone or jointly with any other person, as trustee or custodian trustee of
any trust deed, settlement, covenant, agreement or will (whether originally so
appointed or not, and whether appointed under hand or seal, or by order of any
court), 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 Deutsche Bank 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 DB Asia 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, DB Asia 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 DB Asia
there were substituted a reference to Deutsche Bank.

See notice on page PN1593 of Gazette Supplement No. 6 of 31 March 1988. The appointed day was in the event
5 April 1988.





(3) No testamentary gift shall be adeemed by reason only of the operation
of any of the provisions of this Ordinance.

Supplementary provisions

6. Without prejudice to the generality of the foregoing provisions but
subject to any provision of this Ordinance to the contrary effect, the following
provisions of this section shall have effect with respect to matters within Hong
Kong or subject to the laws of Hong Kong-

(a)Every contract to which DB Asia is a party (whether in writing or not)
shall have effect on and from the appointed day as if-
(i) Deutsche Bank had been a party thereto instead of DB Asia;
(ii) for any reference (however worded and whether express or
implied) to DB Asia there were substituted, as respects anything
falling to be done on or after the appointed day, a reference to
Deutsche Bank;
(iii) any reference (however worded and whether express or implied)
to the directors or to any director, officer or employee of DB Asia
were, as respects anything falling to be done on or after the appointed
day, a reference to the directors of Deutsche Bank or, as the case may
require, to such director, officer or employee of Deutsche Bank as
Deutsche Bank may appoint for that purpose or, in default of
appointment, to the director, officer or employee of Deutsche Bank
who corresponds as nearly as may be to the first-mentioned director,
officer or employee.

(b)Sub-paragraph (a)(ii) shall apply to any statutory provision, to any
provision of any existing contract to which DB Asia 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:

Provided that such sub-paragraph shall not apply to any existing
authorization or exemption under any enactment regulating the
carrying on of the business of DB Asia.

(c)Any account between DB Asia and a customer shall, on the appointed
day, become an account between Deutsche Bank 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:

Provided that nothing in this Ordinance shall affect any right of
Deutsche Bank 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 attor-
ney, authority, undertaking or consent given to DB Asia (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 Deutsche Bank.

(e)Any negotiable instrument or order for payment of money drawn on
or given to, or accepted or endorsed by, DB Asia, or payable at any
place of business of DB Asia, 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 Deutsche Bank, or were payable
at the same place of business of Deutsche Bank.

(f)The custody of any document or record, goods or other thing held by
DB Asia as bailee shall pass to Deutsche Bank on the appointed day,
and the rights and obligations of DB Asia under any contract of
bailment relating to any such document or record, goods or thing shall
on that day become rights and obligations of Deutsche Bank.

(g) (i) Any security held immediately before the appointed day by DB
Asia, or by a nominee or agent of or trustee for DB Asia, 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, Deutsche Bank, and be available to
Deutsche Bank (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 in Deutsche Bank in accord-
ance with the provisions of this Ordinance and any liabilities thereby
secured, Deutsche Bank shall be entitled to the rights and priorities
and be subject to the obligations and incidents to which DB Asia
would have been entitled and subject if it had continued to hold the
security;
(iii) without prejudice to the generality of sub-paragraph (ii), in
any case where any existing liability subsists between DB Asia and
Deutsche Bank in respect of which DB Asia or Deutsche Bank, or a
nominee or agent of or trustee for DB Asia or Deutsche Bank holds
security, that liability shall, for the purpose of enforcing or realizing
that security, be deemed to continue in effect notwithstanding the
vesting in Deutsche Bank of the undertaking;
(iv) any security referred to in sub-paragraph (i), (ii) or (iii) and
which extends to future advances or liabilities shall, on and from the
appointed day, be available to Deutsche Bank (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 future
liabilities to the same extent and in the same manner in all respects as
future advances by, or liabilities to, DB Asia or, as the case may be,
Deutsche Bank were secured thereby immediately before that day.

(h)Where by virtue of this Ordinance any right or liability of DB Asia is
deemed to become a right or liability of Deutsche Bank, Deutsche
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, perfecting
or enforcing that right or liability as if it had at all times been a right or
liability of Deutsche Bank; and any legal proceedings or application to
any authority existing or pending immediately before the appointed
day by or against DB Asia may be continued by or against Deutsche
Bank.





(i)Any judgment or award obtained by or against DB Asia and not fully
satisfied before the appointed day shall on that day, to the extent to
which it is enforceable by or against DB Asia, become enforceable by or
against Deutsche Bank.

Contracts of employment

7. (1) Section 6(a) shall apply to a contract for the employment of any person
by DB Asia; and employment with DB Asia and Deutsche Bank under any such
contract shall be deemed for all purposes to be a single continuing employment.

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

Pensions

8. (1) The trust deeds and rules constituting or relating to the fund scheme
established in Hong Kong and known as the Deutsche Bank (Asia)
Aktiengesellschaft Hong Kong Branch Local Staff Provident Fund Scheme 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 DB Asia there were substituted a reference
to Deutsche Bank.

(2) No officer or employee of DB Asia who becomes an officer or employee of
Deutsche Bank by virtue of this Ordinance shall by virtue of this Ordinance be
entitled to participate in any pension fund of Deutsche Bank, and no existing officer
or employee of Deutsche Bank shall, by virtue of this Ordinance, be entitled to
participate in any pension fund of DB Asia or the Deutsche Bank (Asia)
Aktiengesellschaft Hong Kong Branch Local Staff Provident Fund Scheme.

Evidence: books and documents

9. (1) All books and other documents which would, before the appointed day,
have been evidence in respect of any matter for or against DB Asia shall be
admissible in evidence in respect of the same matter for or against Deutsche Bank.

(2) In this section 'documents' has the same meaning as in section 55 of the
Evidence Ordinance (Cap. 8).

Part 111 of Evidence Ordinance

10. (1) On and from the appointed day Part 111 of the Evidence Ordinance shall
apply to the banker's records of DB Asia deemed to be vested in Deutsche Bank by
virtue of this Ordinance, and to entries made in those records before the appointed
day, as if such records were the records of Deutsche Bank.

(2) For the purposes of section 20 of the Evidence Ordinance, banker's records
which are deemed to have become the banker's records of Deutsche Bank by virtue
of this Ordinance shall be deemed to have been the ordinary





banker's records of Deutsche 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.

Evidence of vesting

11. (1) The production of a Government Printer's copy of thisOrdinance
shall, for all purposes, be conclusive evidence of the vesting of any property and
liabilities of DB Asia in Deutsche Bank in accordance with the provisions of this
Ordinance.

(2) Without prejudice to the generality of subsection (1)--

(a)any document made or executed on or after the appointed day,
whereby Deutsche Bank or DB 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 DB
Asia immediately before the appointed day, whether alone or jointly
with any other person, shall be sufficient evidence that the interest of
DB Asia in that property is deemed to be vested in Deutsche Bank
under this Ordinance;

(b)where there is any other transaction or purported transaction by
Deutsche Bank or DB Asia on or after the appointed day in connec-
tion with, or in relation to, any property or liabilities which are
property or liabilities of DB Asia immediately before that day, it shall
be deemed in favour of any other party to the transaction, or any
person claiming through or under him, that Deutsche Bank has full
power and authority for that transaction as if the property or liabilities
were deemed to be vested in it under this Ordinance;

(c)a joint certificate given by or on behalf of DB Asia and Deutsche Bank
before the appointed day, or a certificate given by or on behalf of
Deutsche Bank on or after the appointed day, that any property or
liabilities specified in the certificate (which property or liabilities
immediately before the appointed day are property or liabilities of DB
Asia) is at the date so specified deemed to be vested in Deutsche Bank
under this Ordinance, shall be conclusive evidence for all purposes of
the fact so certified;

(d)nothing in paragraphs (b) and (c) affects the liability of DB Asia and
Deutsche Bank 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;

(e)in this section 'convey' includes mortgage, charge, lease, assent, vest
by way of vesting declaration or vesting instrument, disclaim, release
or otherwise assure.





Interests in land

12. The deemed vesting in Deutsche Bank 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
(Cap. 7); or

(b)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 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.

Saving for enactments concerning banking institutions

13. Nothing in this Ordinance shall exempt Deutsche Bank or DB Asia or any
other subsidiary of Deutsche Bank or DB Asia from the provisions of any
enactment regulating the carrying on of the business of any of them.

Saving for companies

14. Nothing in this Ordinance shall prejudice the powers of Deutsche Bank 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 DB Asia to dispose of,
or deal with, its property, security or liabilities before the appointed day.

Saving

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.

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