FIRST PACIFIC BANK LIMITED ORDINANCE

FIRST PACIFIC BANK LIMITED ORDINANCE

LAWS OF HONG KONG
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FIRST PACIFIC BANK LIMITED ORDINANCE

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CHAPTER 1146

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CHAPTER 1146

FIRST PACIFIC BANK LIMITED ORDINANCE

ARRANGEMENT OF SECTIONS

Section Page

1. Short title ..........................4
2. Interpretation .......................4
3. Appointed day ........................6
4. Change of name, reduction of capital and revocation of banking licence 8
5. Vesting of the undertaking in First Pacific Bank 8
.6. Trust property and wills ............10
7. Supplementary provisions .............10
8. Accounting treatment of Far East Bank and First Pacific Bank 16
9. Contracts of employment ..............18
10. Evidence: books and documents .......18
11. Part 111 of Evidence Ordinance (Cap. 8) 20
12. Evidence of vesting and transfer ......... 20
13. Interests in land ..................22
14. Saving for enactments concerning banking institutions 24
15. Saving for companies ...............24
16. Saving .............................24
1989 ed 1146 3




CHAPTER 1146

FIRST PACIFIC BANK LIMITED

To provide for the vesting in First Pacific Bank Limited of the undertaking of

Far East Bank, Limited and for other related purposes.

[15 December 19891

Originally 72 of 1989

Preamble

WHEREAS

(1)First Pacific Bank Limited (hereinafter called 'First Pacific Bank') is a
company incorporated under the laws of Hong Kong having its registered
office in Hong Kong and, as a bank licensed under the Banking Ordinance
(Cap. 155), carries on the business of banking in Hong Kong and
elsewhere;

(2)Far East Bank, Limited (hereinafter called 'Far East Bank') is a company
incorporated under the laws of Hong Kong having its registered office in
Hong Kong and, as a bank licensed under the Banking Ordinance (Cap.
155), carries on the business of banking in Hong Kong;

(3) First Pacific Bank is a wholly owned subsidiary of Far East Bank;

(4)for the better conduct of the businesses of First Pacific Bank and Far East
Bank, it is expedient that their respective undertakings be merged and that
such merger should occur by means of a transfer of the undertaking of Far
East Bank to First Pacific Bank; and

(5)in view of the extent of the contractual and other legal relationships
affecting the conduct of the undertaking of Far East Bank, it is expedient
that the said undertaking be transferred to First Pacific Bank by this
Ordinance.

1. Short title

This Ordinance may be cited as the First Pacific Bank Limited Ordinance.

2. Interpretation

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

appointed day' F1 M) means such day as may be appointed pursuant to

section 3;

customer' (WP ) means any person having a banking account or other

dealing, transaction or arrangement with Far East Bank;
1989 ed cap 1146 5




'Far East Bank' means Far East Bank, Limited;

'First Pacific Bank' means First Pacific Bank Limited;

'excluded property' means the common seal of Far East Bank, documents (other
than accounting records) required to be kept by Far East Bank pursuant to the
Companies Ordinance (Cap. 32) and the issued shares in the capital of First
Pacific Bank beneficially owned by Far East Bank;

'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);

'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
but does not include the excluded property;

'security' includes a mortgage or charge (whether legal or equitable and
including any sub-mortgage), debenture, bill of exchange, promissory note,
guarantee, lien, pledge (whether actual or constructive), hypothecation,
assignment by way of security, indemnity, right of set-off, agreement or
undertaking (whether in writing or not) or other means (in each case made,
granted, arising or subsisting under any applicable law) of securing payment
or discharge of a debt or liability (whether present or future. actual or
contingent);

'undertaking' (98) means the business and all existing property, other than the
excluded property, and liabilities, other than those relating to the excluded
property, of Far East Bank of whatsoever nature;

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

(2) Any reference in this Ordinance to property or liabilities of Far East

Bank is a reference to property or liabilities to which Far East Bank 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 Far East Bank, and whether Far East Bank 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.

3. Appointed day

The directors of Far East Bank may appoint a day for the purposes of this
Ordinance. Far East Bank and First Pacific Bank shall give joint notice in the
Gazette stating the day so appointed save that, in the event that such day
proves not to be the appointed day for any reason, Far East Bank and First
1989 ed cap 1146 7




Pacific Bank shall give joint notice in the Gazette to that effect and shall again give
joint notice in the Gazette stating the next day so appointed or, as the case may be,
the day which was the appointed day.

4. Change of name, reduction of capital

and revocation of banking licence

(1) On the appointed day, by virtue of this Ordinance

(a)the name of Far East Bank shall, in accordance with this section, be
changed to 'FEB (1989) Limited';

(b)the share premium account of Far East Bank shall, in accordance with
this section, be reduced to such amount as is equal to the value of
the excluded property, as recorded in the books of account of Far
East Bank, less the nominal amount of the issued share capital of Far
East Bank as at the appointed day, and the credit arising in the books
of account of Far East Bank as a result of such reduction of the share
premium account shall be applied in creating a special non-
distributable reserve which shall be transferred to First Pacific Bank
pursuant to section 8(1)(b); and

(e)the banking licence of Far East Bank shall, in accordance with this
section, be revoked.

(2) Not less than 3 days before the appointed day Far East Bank shall deliver to
the Registrar of Companies a copy of this Ordinance together with a minute, signed
by a director or the secretary of Far East Bank, showing with respect to the share
capital of Far East Bank, as altered by this Ordinance, the amount retained in the
share premium account.

(3) The Registrar of Companies shall, pursuant to this Ordinance, register the
copy of the Ordinance and the minute delivered to him pursuant to subsection (2)
and on the appointed day

(a)shall enter the new name of Far East Bank in the register in place of
its former name and issue to Far East Bank a certificate of
incorporation on change of name stating Far East Bank's new name;
and

(b)certify under his hand the registration of the Ordinance and the
minute, which certificate shall be conclusive evidence that the share
premium account of Far East Bank is as stated in the minute.

5. Vesting of the undertaking in First Pacific Bank

(1) On the appointed day the undertaking shall, by virtue of this Ordinance and
without further act or deed, be transferred to, and vest in, First Pacific Bank to the
intent that First Pacific Bank shall succeed to the whole undertaking as if in all
respects First Pacific Bank were the same person in law as Far East Bank.
1989 ed cap 1146 9




(2) Where the vesting of any property situate in any country or territory
outside Hong Kong and forming part of the undertaking is governed otherwise than
by the law of Hong Kong, Far East Bank shall, if First Pacific Bank so requires, so
soon as is practicable after the appointed day, take all necessary steps for securing
the effective vesting thereof in First Pacific Bank and, pending such vesting, Far
East Bank shall hold any such property in trust for First Pacific Bank.

6. Trust property and wills

(1) Any property deemed to be vested in First Pacific Bank by virtue of
this Ordinance which immediately before the appointed day was held by Far
East Bank, 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 1 day,
be held by First Pacific 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 Far East Bank-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, Far East Bank 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 Far East Bank there were substituted a reference to First Pacific Bank.

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

7. Supplementary provisions

Without prejudice to the generality of any other provision of this Ordinance
but subject to any provision of this Ordinance to the contrary effect, the following
provisions of this section shall have effect

(a) All existing contracts, agreements, certificates, awards, con

veyances, deeds, leases, licences, notices, permits, guarantees,
documents granting or comprising any security, bonds,
indemnities, mandates, instructions and other instruments and
undertakings entered into by, made with, given to or by or
1989 ed cap 1146 11




addressed to Far East Bank (whether alone or with any other
person and whether as principal or agent and whether in writing
or not), other than those entered into, made, given to or by or
addressed to Far East Bank in relation to the excluded property,
shall be construed and have effect on and from the appointed day
as if-
(i)First Pacific Bank had been a party thereto instead of Far
East Bank;
(ii) for any reference (however worded and whether express or
implied) to Far East Bank there were substituted, as respects
anything falling to be done on or after the appointed day, a
reference to First Pacific Bank;
(iii) any reference (however worded and whether express or
implied) to the directors or to any director, officer or
employee of Far East Bank were, as respects anything falling
to be done on or after the appointed day, a reference to the
directors of First Pacific Bank or, as the case may require, to
such director, officer or employee of First Pacific Bank as
First Pacific Bank may appoint for that purpose or, in
default of appointment, to the director, officer or employee
of First Pacific Bank who corresponds as nearly as may be to
the first-mentioned director, officer or employee.
(b)Paragraph (a)(ii) shall, subject to the provisions of section 14,
apply to any statutory provision, to any provision of any existing
contract to which Far East Bank 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.
(c)Any account between Far East Bank and a customer shall, on the
appointed day, be transferred to First Pacific Bank and become
an account between First Pacific 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 First Pacific Bank or of any 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 (whether in writing
or not and whether or not in relation to an account) given to Far
East Bank, either alone or jointly with another person, shall
apply and have effect, on and from the appointed day, as if given
to First Pacific Bank or, as the case may be, to First Pacific Bank
jointly with such other person.
1989 ed cap 1146 13




(e)Any negotiable instrument or order for payment of money drawn
on or given to, or accepted or endorsed by, Far East Bank, or
payable at any place of business of Far East Bank, 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
First Pacific Bank, or were payable at the same place of business
of First Pacific Bank.
(f) The custody of any document or record, goods or other thing
held by Far East Bank as bailee shall pass to First Pacific Bank
on the appointed day, and the rights and obligations of Far East
Bank under any contract of bailment relating to any such
document or record, goods or thing shall on that day become
rights and obligations of First Pacific Bank(g) (i) Any security held immediately before the appointed day by
Far East Bank, or by a nominee or agent of or trustee for
Far East Bank, 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, First Pacific Bank, and be available to First
Pacific 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 First Pacific Bank in
accordance with the provisions of this Ordinance and any
liabilities thereby secured, First Pacific Bank shall be entitled
to the rights and priorities and be subject to the obligations
and incidents to which Far East Bank would have been
entitled and subject if it had continued to hold the security;
(iii) without prejudice to the generality of subparagraph (ii), in
any case where any existing liability subsists between Far
East Bank and First Pacific Bank in respect of which Far
East Bank or First Pacific Bank, or a nominee or agent of or
trustee for Far East Bank or First Pacific Bank holds
security, that liability shall, for the purpose of enforcing or
realizing that security, be deemed to continue in effect
notwithstanding the vesting of the undertaking in First
Pacific Bank;
(iv)any security referred to in subparagraph (i), (ii) or (iii) and
which extends to future advances or liabilities shall, on and
from the appointed day, be available to First Pacific 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
1989 ed cap 1146 15




discharge of future advances and liabilities to the same
extent and in the same manner in all respects as future
advances by, or liabilities to, Far East Bank or, as the case
may be, First Pacific Bank were secured thereby immediately
before that day.
(h)Where by virtue of this Ordinance any right or liability of Far
East Bank is deemed to become a right or liability of First Pacific
Bank, First Pacific 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 First
Pacific Bank; and any legal proceedings or application to any
authority existing or pending immediately before the appointed
day by or against Far East Bank may be continued by or against
First Pacific Bank.
(i)Any judgement or award obtained by or against Far East Bank
and not fully satisfied before the appointed day shall on that day,
to the extent to which it is enforceable by or against Far East
Bank, become enforceable by or against First Pacific Bank.
(j)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 Far East Bank, whether
alone or with others, before the appointed day.

8. Accounting treatment of Far East
Bank and First Pacific Bank

(1) On and from the appointed day, by virtue of this Ordinance and
notwithstanding the provisions of any other Ordinance-
(a)the balance sheets and profit and loss accounts of First Pacific
Bank and Far East Bank for the accounting period of each
company in which the appointed day falls shall be prepared in all
respects as if the undertaking had vested in First Pacific Bank
pursuant to section 5 on the first day of such accounting periods;
(b)every existing reserve of Far East Bank, including the special
non-distributable reserve created pursuant to section 4(1)(b),
shall be transferred to and for all purposes be and become a
reserve of First Pacific Bank;
(c)the amount, description and character of every reserve of First
Pacific Bank which shall come into being pursuant to paragraph (b)
shall be the same in all respects as those of the corresponding
1989 ed cap 1146 17




existing reserve immediately before such appointed day, and all
enactments and rules of law shall apply to or in respect of every
such reserve of First Pacific 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;

(d)all property comprising interests in land and buildings forming part
of the undertaking shall, for the purposes of preparing the balance
sheet of First Pacific Bank, be deemed to have been acquired by First
Pacific Bank at a value equal to the independent valuation of such
property as at 31 March 1989 obtained by Far East Bank; and

(e)any retained profits of Far East Bank as at the first day of such
accounting periods shall be distributable by First Pacific Bank.

(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) and, without
prejudice to the generality of the foregoing, every such reference shall include a
reference to any sums standing to the credit (or debit) of any profit and loss
account.

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

9. Contracts of employment

(1) Section 7(a) shall apply to a contract for the employment of any person by
Far East Bank; and employment with Far East Bank and First Pacific Bank under any
such contract shall be deemed for all purposes to be a single continuing
employment.

(2) No director or auditor of Far East Bank shall by virtue only of this
Ordinance become a director or, as the case may be, auditor of First Pacific Bank.

10. Evidence: books and documents

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

(2) In this section 'documents' has the same meaning as in section 55 of the
Evidence Ordinance (Cap. 8).
1989 ed cap 1146 19




11. Part M of Evidence Ordinance (Cap. 8)

(1) On and from the appointed day Part 111 of the Evidence Ordinance (Cap. 8)
shall apply to the banker's records of Far East Bank deemed to be vested in First
Pacific 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 First Pacific Bank.

(2) For the purposes of section 20 of the Evidence Ordinance (Cap. 8), banker's
records which are deemed to have become the banker's records of First Pacific Bank
by virtue of this Ordinance shall be deemed to have been the ordinary banker's
records of First Pacific Bank at the time of the making 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 (Cap. 8).

12. Evidence of vesting and transfer

(1) The production of a Government Printer's copy of this Ordinance shall, for
all purposes, be conclusive evidence of the vesting and transfer of any property
and liabilities of Far East Bank in First Pacific Bank in accordance with the
provisions of this Ordinance.

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

(a)a Government Printer's copy of this Ordinance, together with such
evidence of publication of notice of the appointed day, shall, in
relation to any registered securities transferred to, and vested in,
First Pacific 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 Far East Bank to First
Pacific Bank;

(b)any deed or other document made or executed on or after the
appointed day, whereby First Pacific Bank or Far East Bank, 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 Far East Bank immediately before
the appointed day and forming part of the undertaking, whether
alone or jointly with any other person, shall be sufficient evidence
that the interest of Far East Bank in that property is deemed to be
vested in First Pacific Bank under this Ordinance;
1989 ed cap 1146 21




(c)where there is any other transaction or purported transaction by First
Pacific Bank or Far East Bank on or after the appointed day in
connection with, or in relation to, any property or liabilities which are
property or liabilities of Far East Bank immediately before that day
and forming part of the undertaking, it shall be deemed in favour of
any other party to the transaction, or any person claiming through or
under him, that First Pacific 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;

(d)a joint certificate given by or on behalf of Far East Bank and First
Pacific Bank 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 Far East Bank) is or, as
the case may be, is not, deemed to be vested in First Pacific Bank
under this Ordinance, shall be conclusive evidence for all purposes
of the fact so certified.

(3) In subsection (2)

(a)'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 transferable and the holders
of which are entered in a register (whether maintained in Hong Kong
or not); and

(b)'convey' (OX) includes mortgage, charge, lease, assent, vest by
way of vesting declaration or vesting instrument, disclaim, release or
otherwise assure.

(4) Nothing in this section applies to any property falling within section 5(2).

13. Interests in land

The vesting in First Pacific 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
1989 ed cap 1146 23




(e)operate so as to merge any leasehold interest in the reversion
expectant on it.

14. Saving for enactments concerning banking institutions

Nothing in this Ordinance shall exempt Far East Bank or First Pacific
Bank or any other subsidiary of Far East Bank from the provisions of any
enactment regulating the carrying on of the business of any of them.

15. Saving for companies

Nothing in this Ordinance shall prejudice the powers of First Pacific Bank
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 Far
East Bank to dispose of, or deal with, its property, security or liabilities before
the appointed day.

16. Saying

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.
1989 ed cap 1146 25

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