CAP. 1136]
Standard Chartered Asia Limited
[1984 Ed.
Vesting of MBFEL's undertaking in SC Asia.
MBFEL to be a subsidiary of SC Asia.
(Cap. 328.)
Accounting treatment of SC Asia and MBFEL.
(c) any such reference to rights or liabilities of MBFEL is a reference to rights to which MBFEL is entitled or, as the case may be, to liabilities to which MBFEL is subject, whether under the law of Hong Kong or under the law of any country or territory outside Hong Kong.
3. (1) On the appointed day, all existing property and liabilities of MBFEL of whatsoever nature and whether MBFEL holds or is subject to the same beneficially or in any fiduciary capacity shall, by virtue of this Ordinance and without further assurance, vest in SC Asia and become the property and liabilities of SC Asia as if in all respects SC Asia were the same person in law as MBFEL to the intent that SC Asia shall succeed to the whole undertaking of MBFEL.
(2) As consideration for the vesting of property and liabilities under subsection (1) SC Asia shall issue and allot to Standard Chartered Merchant Bank Limited such number of ordinary shares of $1 each in the capital of SC Asia credited as fully paid as SC Asia shall direct and in connexion with such issue and allotment SC Asia shall not be obliged to credit or otherwise transfer any amount to its share premium account.
(3) Where the vesting of any property referred to in subsection (1) is governed otherwise than by the law of Hong Kong, MBFEL shall, if SC Asia so requires, as soon as is practicable after the appointed day, take all necessary steps for securing the effective vesting of such property in SC Asia and, pending such vesting, MBFEL shall hold any such property in trust for SC Asia.
4. Immediately after the property and liabilities of MBFEL have vested in SC Asia pursuant to section 3, by virtue of this Ordinance-
(a) the authorized and issued share capital of MBFEL shall be reduced to 100 ordinary shares of United States $1 each and MBFEL's share premium account shall be reduced to nil;
(b) all of the ordinary shares in the capital of MBFEL shall be vested in SC Asia; and
(c) MBFEL shall cease to be registered as a deposit-taking company under the Deposit-taking Companies Ordinance.
5.
Notwithstanding the provisions of any other Ordinance-
(a) the balance sheets and profit and loss accounts of SC Asia and MBFEL for the accounting period of each company in which the appointed day falls shall be prepared in all respects as if the property and liabilities of MBFEL had vested in SC Asia pursuant to section 3 on the first day of such accounting periods; and
2
CAP. 1136]
Standard Chartered Asia Limited
[1984 Ed.
Vesting of MBFEL's undertaking in SC Asia.
MBFEL to be a subsidiary of SC Asia.
(Cap. 328.)
Accounting treatment of SC Asia and MBFEL.
(c) any such reference to rights or liabilities of MBFEL is a reference to rights to which MBFEL is entitled or, as the case may be, to liabilities to which MBFEL is subject, whether under the law of Hong Kong or under the law of any country or territory outside Hong Kong.
3. (1) On the appointed day, all existing property and liabili ties of MBFEL of whatsoever nature and whether MBFEL holds or is subject to the same beneficially or in any fiduciary capacity shall, by virtue of this Ordinance and without further assurance, vest in SC Asia and become the property and liabilities of SC Asia as if in all respects SC Asia were the same person in law as MBFEL to the intent that SC Asia shall succeed to the whole undertaking of MBFEL.
(2) As consideration for the vesting of property and liabilities under subsection (1) SC Asia shall issue and allot to Standard Chartered Merchant Bank Limited such number of ordinary shares of $1 each in the capital of SC Asia credited as fully paid as SC Asia shall direct and in connexion with such issue and allotment SC Asia shall not be obliged to credit or otherwise transfer any amount to its share premium account.
(3) Where the vesting of any property referred to in subsection. (1) is governed otherwise than by the law of Hong Kong, MBFEL shall, if SC Asia so requires, so soon as is practicable after the appointed day, take all necessary steps for securing the effective vesting of such property in SC Asia and, pending such vesting. MBFEL shall hold any such property in trust for SC Asia.
4. Immediately after the property and liabilities of MBFEL have vested in SC Asia pursuant to section 3, by virtue of this Ordinance-
(a) the authorized and issued share capital of MBFEL shall be reduced to 100 ordinary shares of United States $1 each and MBFEL's share premium account shall be reduced to nil;
(b) all of the ordinary shares in the capital of MBFEL shall be
vested in SC Asia; and
(c) MBFEL shall cease to be registered as a deposit-taking company under the Deposit-taking Companies Ordinance.
5.
Notwithstanding the provisions of any other Ordinance- (a) the balance sheets and profit and loss accounts of SC Asia and MBFEL for the accounting period of each company in which the appointed day falls shall be prepared in all respects as if the property and liabilities of MBFEL had vested in SC Asia pursuant to section 3 on the first day of such accounting periods; and
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