TNAG-1769-FCO40-2523-Hong-Kong-mergers-involving-banks-and-other-financial-instit-1988 — Page 184

MAR.12 '88 12:35 CLIFFORD CHANCE

2.2. MERGER REPORT

P.012

Upon execution of the

of the Merger Agreement, the transferor company has to make a MERGER REPORT which comments on the legal and economic consequences of the merger. An examination of the MERGER REPORT by external public accountants is not necessary as in our case the transferee company owns 100% of the capital of the

2.3. MERGER RESOLUTION

transferee

A shareholders' meeting of the transferor company must ratify the MERGER AGREEMENT, with at least 75% of the shareholders present at that meeting, by way of a MERGER RESOLUTION. Provided the

company OWNS at least 90% of the

the capital of the transferor company, 2 shareholders' meeting of the transferee company has to be convened only if so requested by at least 5% of its shareholders. No such request has been made in our case.

2.4. FILING AND REGISTRATION OF THE MERGER RESOLUTION

After the shareholders' meeting, the MERGER RESOLUTION together with the MERCED

and tht final accounto

Lhe transferor company have to be filed with the Commercial Register of the District Court of both the transferoT and transferee company. Provided that the Judge is satisfied that

all legal requirements have been met, the merger will then be registered with the Commercial Register of the District Court of both the transferor and transferee companies.

3. EFFECTS OF THE MERGER

Upon registration of the MERGER with the Commercial Rogictor of the District Court of the transferee company, the undertaking, including all assets and liabilities, of the transferor company, pass by operation of law in

in their entirety to

to the transferee company without any further steps being required. With effect from the registration of the MERGER, the transferor company

legal entity will Lie Llausfel

onist ==

succeeding in its title.

Company

4.

TIMETABLE

Novembor 1997

December 2, 1987

December 15/18, 1987

Notification of the intended merger to the Banking Supervisory Authority in Germany and in each branch jurisdiction

Execution of the MERGER AGREEMENT between DEUTSCHE BANK and DB ASIA Execution of the MERGER DEUTSCHE BANK and DB ASIA

REPORT by

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