TNAG-1769-FCO40-2523-Hong-Kong-mergers-involving-banks-and-other-financial-instit-1988 — Page 159

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In connection with this application, we confirm that no consents or approvals are required from the Banking Supervisory Authority in the Federal Republic of Germany in relation to the merger. The relevant German authorities have, however, been informed of the

merger.

As previously advised to the Commissioner of Banking, the merger will be effected in accordance with the provisions of the German Stock Corporations Act ("Aktiengesetz") and, as you will see from the timetable, is expected to come into effect in April 1988. The German Stock Corporations Act provides that in the case of a merger of two German stock corporations all assets and liabilities of the transferor company pass automatically to the transferee company by operation of law. Accordingly, Deutsche Bank will, in consequence of the merger, assume all the assets and liabilities of DB Asia which will thereafter cease to exist.

The branch offices of DB Asia will thus become branch offices of Deutsche Bank which will assume all of DB Asia's operations by operation of law. The accounts of Deutsche Bank and DB Asia have already been consolidated in the past.

We would be grateful if you would specify in your approval of our

application that the transfer shall not take effect until the date (the "Appointed Day") on which the merger of DB Asia with Deutsche Bank is registered with the Commercial Register of the District Court of Frankfurt am Main (pursuant to Section 40(2) of the Banking Ordinance). It is anticipated that such registration will be made on April 5, 1988.

It is our understanding that the merger under Hong Kong law will be effected by means of a private Ordinance similar to the Lloyds Bank (Merger) Ordinance in 1985. It is intended that our Ordi- nance, like the Lloyds one, will contain a provision requiring Deutsche Bank and DB Asia to comply with all enactments regulating their carrying on of business.

We are also applying to the Commissioners for Securities and Commodities Trading for Deutsche Bank to be granted exempt dealer status under Section 60(4)(a) of the Securities Ordinance (Cap. 333) on the Appointed Day. A copy of such application is also enclosed.

If you need any further information in relation to this appli- cation, please do not hesitate to contact us, either directly or through DB Asia's Hong Kong Branch.

Yours faithfully,

Deutsche Bank AG Deutsche

Weslev

Dr. H.P. Ferslev

киш

Dr. K. Kohler

Deutsche Bank (Asia) AG

Crom

K. Albrecht

H/H. Offen