TNAG-1769-FCO40-2523-Hong-Kong-mergers-involving-banks-and-other-financial-instit-1988 — Page 168

MAR.12 '88 12:45 CLIFFORD CHANCE

GLIFFORD CHANCE

THE MERGED FIRM OF COWARD CHANCE AND CLIFFORD TURNER

Copy to:

Mr J Daw

Legal Advisor

OMELCO

Legislative Council Building

8 Jackson Road

Central, Hong Kong

Mr David K P Li

J.P.

7

c/o Mr F Anstock

Legal Adviser

Bank of East Asia Limited

Central, Hong Kong

By Hand

By Hand

P.027

Dear Mr FiFoot

Re: Deutsche Bank (Merger) Bill 1988

I refer to your various telephone conversations with Jeremy Carver and the fax you sent him yesterday.

To clarify the various telephone conversations I have had with him, and to ensure that all copy addressees are fully in the picture, I set out below the requirements which I believe you now have:-

1.

2.

3,

4.

You require to see a copy of our German legal opinion and memorandum prepared by Deutsche Bank setting out the German law background to the merger.

You would also like to see a translation of the merger agreement and of the shareholders resolution referred to in paragraph six of the preamble to the Bill.

Because you (as do we) take the view that the merger agreement when effective in German law (i.e. after registration with the Commercial Register of the District Court of Frankfurt am Main) has direct effect in Hong Kong, the Bill therefore "facilitates" rather

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concerned, and you would prefer to see appropriate language in paragraphs 5 and 9 of the preamble.

You feel that the Royal Bank of Scotland precedent. is more appropriate than the Lloyds Bank one in certain areas where you are worried about extra-territorialty considerations, and you would therefore prefer us to alter the wording of paragraph 9 of the preamble and clause 4 of the Bill to make it absolutely clear that. we seek only to affect Hong Kong law and Hong Kong business by this Bill.