CAP. 1142]
Deutsche Bank (Merger)
[1988 Ed.
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;