TNAG-1769-FCO40-2523-Hong-Kong-mergers-involving-banks-and-other-financial-instit-1988 — Page 207

ATTORNEY GENERALS CHAMBERS

042 P03

facilitating

Preamble.

PN858

S. NO. 6 TO GAZETTE NO. 8/188

A BILL

To

Erdin

Provide for the vesting in Deutsche Bank Atiengesellschaft of the under- taking of Deutsche Bank (Asia) Aktingesellschaft; and for other related purposes.

WHEREAS

(1) Deutsche Bank Aktiengesellschaft hereinafter called "Deutsche Bank") is a company organised under the law of the Federal Republic of Germany having its rgistered place of business at Frankfurt am Main;

(2) Deutsche Bank (Asia) Aktiengesellchaft (hereinafter called "DB Asia") is a company organised uder the law of the Federal Republic of Germany having its rgistered place of business al Hamburg and is a wholly-owned susidiary of Deutsche Bank;

(3) DB Asia is a bank licensed underthe, Banking Ordinance and

carries on the business of banking 1 Hong Kong and elsewhere;

(4) Deutsche Bank carries on the busirss of banking in the Federal /

Republic of Germany and elsewher;

(5) for the better conduct of the busines of the Deutsche Bank group of companies, it is expedient that prvision be made for the merger of undertakings by which that busiess is carried on by merging into Deutsche Bank the undertaking of DB Asia and that that merger of undertakings should beeffected without interference with the conduct and continuity ofhat business;

S. NO. 6 TO GAZETTE NO. 8:1988

(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 filed 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 ils 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-

PN859

giving feet

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 Imerpretation. requires "appointed day" means the day on which the merger to be effected pursuant to the merger agreement is registered with the Commercial Régister 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) Aktiengesellschast; "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);

"merger agreement” means the merger agreement executed, pursuant to sections 140 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;

(Cap. 155.)