TNAG-1769-FCO40-2523-Hong-Kong-mergers-involving-banks-and-other-financial-instit-1988 — Page 172

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10 OLLI TOTUS CARWIOL

AQUA

S. NO. 6 TO GAZETTE NO. 9/1988

(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 hied 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 that provision be made for the effecting of such

merger in Hong Kong -

NOW THEREFORE BE IT ENACTED by the Governor of Hong Kong, with the advice and consent of the Legislative Council thereof, as follows-

PN1005

SCC NEW PREAMBLE

PAMA 9

1. This Ordinance may be cited as the Deutsche Bank (Merger) Short title. Ordinance 1988.

2. (1) In this Ordinance, unless the subject or context otherwise Interpretation. 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);

merear ago

umans the merger agromnem 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;