RAINER INTERNATIONAL BANK (TRANSFER OF HONG KONG UNDERTAKING) ORDINANCE

RAINER INTERNATIONAL BANK (TRANSFER OF HONG KONG UNDERTAKING) ORDINANCE

LAWS OF HONG KONG

RAINIER INTERNATIONAL BANK
(TRANSFER OF HONG KONG
UNDERTAKING) ORDINANCE

CHAPTER 1144





CHAPTER 1144

RAINIER INTERNATIONAL BANK (TRANSFER OF HONG KONG
UNDERTAKING) ORDINANCE

ARRANGEMENT OF SECTIONS

Section Page

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





CHAPTER 1144

RAINIER INTERNATIONAL BANK (TRANSFER OF
HONG KONG UNDERTAKING)

To provide for the vesting in The Daiwa Bank, Limited of the Hong Kong undertaking of
Rainier International Bank; and for other related purposes.

[8 July 19881

Originally 60 of 1988

Preamble

WHEREAS-

(1)Rainier International Bank (hereinafter called 'Rainier') is an Edge Act corporation
organized under the laws of the United States of America having its home office at
Los Angeles;

(2)The Daiwa Bank, Limited (hereinafter called 'Daiwa') is a company organized
under the laws of Japan having its registered office at Osaka;

(3)Rainier is a bank licensed under the Banking Ordinance (Cap. 155) and carries on
the business of banking in the United States of America and Hong Kong;

(4)Daiwa is a bank licensed under the Banking Ordinance and carries on the business
of banking in Japan, Hong Kong and elsewhere;

(5) on 27 April 1988 a conditional sale and purchase agreement was

entered into between Rainier and Daiwa which includes provision for
the acquisition by Daiwa of the Hong Kong undertaking of Rainier;
and

(6)in view of the extent of the contractual and other legal relationships affecting the
conduct of the Hong Kong undertaking of Rainier, it is a condition of completion
of such sale and purchase agreement that this Ordinance is enacted:

Short title

1. This Ordinance may be cited as the Rainier International Bank (Transfer of Hong
Kong Undertaking) Ordinance.

Interpretation

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

'Agreement' means the conditional sale and purchase agreement dated 27 April 1988 made
between Rainier and Daiwa which includes provision for the acquisition by Daiwa of
the Hong Kong undertaking;





'appointed day' means such day (not being later than 30 September 1988) as may
be specified in a joint notice given by Rainier and Daiwa pursuant to section 3
of this Ordinance;

'customer' means any person having a banking account or other dealing,
transaction or arrangement with Rainier in connection with the Hong Kong
undertaking;

'Daiwa' means The Daiwa Bank, Limited;

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

'Hong Kong undertaking' means the business of the 9 Hong Kong branches of
Rainier and all existing property and liabilities of Rainier of whatsoever nature
pertaining thereto or which are derived therefrom, being business, property
and liabilities which are governed by Hong Kong law, the transfer of which is
governed by Hong Kong law or which are derived from the Hong Kong
business of the said 9 Hong Kong branches, but excluding

(i) the cash sum to be repaid from the Hong Kong undertaking to Rainier
pursuant to the provisions of the Agreement;

(ii) the issued shares in the capital of Rainier International Finance Company
Limited;

(iii) the business of the home office of Rainier and of the branches of Rainier
outside Hong Kong and all existing property and liabilities of Rainier of
whatsoever nature pertaining thereto or derived therefrom; and

(iv) documents required to be kept by Rainier pursuant to the provisions of
the Companies Ordinance (Cap. 32);

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

'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;

'Rainier' means Rainier International Bank;

'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);

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

(2) Any reference in this Ordinance to property or liabilities of Rainier is a
reference to property or liabilities to which Rainier is for the time being entitled or
subject (whether beneficially or in any fiduciary capacity) and forming part of the
Hong Kong undertaking, wherever such property or liabilities are situated or arise
and whether or not capable of being transferred or assigned by Rainier, and whether
Rainier 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. Rainier and Daiwa shall give joint 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, Rainier and Daiwa shall give joint notice in the
Gazette to that effect and shall again give joint 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 Rainier's Hong Kong
undertaking in Daiwa

4. On the appointed day the Hong Kong undertaking shall be deemed for the
purpose of Hong Kong law to be transferred to, and vest in, Daiwa to the intent
that Daiwa shall succeed to the Hong Kong undertaking.

Trust property and wills

5. (1) Any property deemed to be vested in Daiwa by virtue of this Ordinance
which immediately before the appointed day was held by Rainier, 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 Daiwa 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 deemed to be vested in Daiwa by virtue of this Ordinance became
vested in Rainier 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, Rainier 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 Rainier there were
substituted a reference to Daiwa.

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

See notice on page PN3432 of Gazette Supplement No. 6 of 15 July 1988. The appointed day was in the event 18
July 1988.





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 the Hong Kong undertaking with
respect to matters within Hong Kong or subject to the laws of Hong Kong

(a)Every contract to which Rainier is a party (whether in writing or not) shall
have effect on and from the appointed day as if

(i) Daiwa had been a party thereto instead of Rainier;

(ii) for any reference (however worded and whether express or implied)
to Rainier there were substituted, as respects anything failing to be done
on or after the appointed day, a reference to Daiwa;

(iii) any reference (however worded and whether express or implied) to
the directors or to any director, officer or employee of Rainier were, as
respects anything falling to be done on or after the appointed day, a
reference to the directors of Daiwa or, as the case may require, to such
director, officer or employee of Daiwa as Daiwa may appoint for that
purpose or, in default of appointment, to the director, officer or employee
of Daiwa who corresponds as nearly as may be to the first-mentioned
director, officer or employee:

Provided that paragraph (a) shall not apply to the Agreement or any
agreement expressed to be made pursuant or supplemental thereto.

(b)Sub-paragraph (a)(ii) shall apply to any statutory provision, to any
provision of any existing contract to which Rainier 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 Rainier.

(c)Any account between Rainier and a customer shall. on the appointed day,
become an account between Daiwa 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
Daiwa 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 Rainier (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 Daiwa.

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

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

(g) (i) Any security held immediately before the appointed day by
Rainier, or by a nominee or agent of or trustee for Rainier, 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, Daiwa, and be available to Daiwa
(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 Daiwa in accordance with
the provisions of this Ordinance and any liabilities thereby secured,
Daiwa shall be entitled to the rights and priorities and be subject to the
obligations and incidents to which Rainier 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 Rainier and
Daiwa in respect of which Rainier or Daiwa, or a nominee or agent of
or trustee for Rainier or Daiwa holds security, that liability shall, for
the purpose of enforcing or realizing that security, be deemed to
continue in effect notwithstanding the vesting in Daiwa of the Hong
Kong 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 Daiwa (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, Rainier or, as the case may be, Daiwa
were secured thereby immediately before that day.

(h)Where by virtue of this Ordinance any right or liability of Rainier is
deemed to become a right or liability of Daiwa, Daiwa 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 applica-
tions 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
Daiwa; and any legal proceedings or application to any authority
existing or pending immediately before the appointed day by or
against Rainier may be continued by or against Daiwa.





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

Contracts of employment

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

(2) No director or auditor of Rainier shall by virtue only of this Ordinance
become a director or, as the case may be, auditor of Daiwa.

Evidence: books and documents

8. (1) All books and other documents which would, before the appointed day,
have been evidence in respect of any matter for or against Rainier shall be
admissible in evidence in respect of the same matter for or against Daiwa.

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

Part 111 of Evidence Ordinance

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

(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 Daiwa by virtue of this
Ordinance shall be deemed to have been the ordinary banker's records of Daiwa 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

10. (1) The production of a Government Printer's copy of this Ordinance shall,
for all purposes, be conclusive evidence of the vesting of any property and
liabilities of Rainier in Daiwa 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
Daiwa or Rainier, 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 Rainier immediately
before the appointed day and forming part of the Hong Kong
undertaking, whether alone or jointly with any other person, shall be
sufficient evidence that the interest of Rainier in that property is deemed
to be vested in Daiwa under this Ordinance;

(b)where there is any other transaction or purported transaction by Daiwa or
Rainier on or after the appointed day in connection with, or in relation to,
any property or liabilities which are property or liabilities of Rainier
immediately before that day and forming part of the Hong Kong
undertaking, it shall be deemed in favour of any other party to the
transaction, or any person claiming through or under him, that Daiwa has
full power and authority for that transaction as if the property or liabilities
were deemed to be vested in it under this Ordinance;

(e)a joint certificate given by or on behalf of Rainier and Daiwa 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
Rainier) is or, as the case may be, is not, deemed to be vested in Daiwa
under this Ordinance, shall be conclusive evidence for all purposes of the
fact so certified;

(d)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

11. The deemed vesting in Daiwa 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

12. Nothing in this Ordinance shall exempt Daiwa or Rainier or any other
subsidiary of Daiwa or Rainier from the provisions of any enactment regulating the
carrying on of the business of any of them.





Saving for companies

13. Nothing in this Ordinance shall prejudice the powers of Daiwa to alter
its articles and memorandum 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 Rainier to
dispose of, or deal with, its property, security or liabilities before the appointed
day.

Saving

14.(a) 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.

(b)Nothing in this Ordinance shall affect the liability of Rainier and
Daiwa to the other of them pursuant to the Agreement.

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