A66
Ord. No. 17/88
Short title.
Interpretation.
DEUTSCHE BANK (MERGER)
(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 Com- mercial 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.
NOW THEREFORE Be it Enacted by the Governor of Hong Kong, with the advice and consent of the Legislative Council thereof, as follows-
1. This Ordinance may be cited as the Deutsche Bank (Merger) Ordinance 1988.
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;