【法规名称】
【法规编号】 82269 什么是编号？
【正 文】
第2页 CAP 1173 THE BANK OF EAST ASIA, LIMITED (MERGER OF SUBSIDIARIES) ORDINANCE
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[接上页] "undertaking" (业务) means the business and all existing property, reserves and liabilities of a merging entity of whatsoever nature other than the excluded property, and "undertakings" (有关业务) means the undertakings of EACredit and EAFinance; "will" (遗嘱) includes a codicil and any other testamentary writing. (2) Any reference in this Ordinance to property or liabilities of a merging entity is a reference to property or liabilities to which that merging entity is for the time being entitled or subject (whether beneficially or in any fiduciary capacity), wherever such property or liabilities are situated or arise and whether or not capable of being transferred or assigned by that merging entity, and whether that merging entity is entitled to such property or subject to such liabilities under the laws of Hong Kong or under the laws of any country, territory or place outside Hong Kong. (3) Any body politic or corporate and any other person or persons whose rights are affected by any of the provisions of this Ordinance shall be deemed to be mentioned herein. Cap 1173 s 3 Notice of appointed day (1) The directors of Bank of East Asia may appoint a day for the purposes of this Ordinance. (2) EACredit, EAFinance and Bank of East Asia shall give joint notice in the Gazette stating the day so appointed save that, in the event that such day proves not to be the appointed day for any reason, EACredit, EAFinance and Bank of East Asia shall give joint notice in the Gazette to that effect and shall again give joint notice in the Gazette stating the next day so appointed or, as the case may be, the day which was the appointed day. Cap 1173 s 4 Change of name, reduction of capital, and revocation of deposit-taking company registration and restricted banking licence (1) On the appointed day, by virtue of this Ordinance- (a) (i) the name of EACredit shall, in accordance with this section, be changed to "BEAC Limited"; (ii) the name of EAFinance shall, in accordance with this section, be changed to "BEAF Limited";(b) (i) the authorized and issued share capital of EACredit shall be reduced to $10 comprising 10 ordinary shares of $1 each and 74999990 ordinary shares of $1 each shall be cancelled; (ii) the authorized and issued share capital of EAFinance shall be reduced to $1000 comprising 10 ordinary shares of $100 each and 999990 ordinary shares of $100 each shall be cancelled; and(c) the registration of EACredit as a deposit-taking company and the restricted banking licence of EAFinance shall, in accordance with Part V of the Banking Ordinance (Cap 155), be revoked on and from a day to be appointed by the Monetary Authority which day shall be published in the Gazette.(2) Not later than 7 days before the appointed day, each of the merging entities shall deliver to the Registrar of Companies a copy of this Ordinance together with a minute, signed by a director or the secretary of the relevant merging entity confirming the reduction of share capital and cancellation of shares referred to in subsection (1). (3) The Registrar of Companies shall, pursuant to this Ordinance, register the copy of the Ordinance and the minute delivered to him pursuant to subsection (2) and on the appointed day- (a) shall enter the new names of EACredit and EAFinance in the register in place of their respective former names and issue to each merging entity a certificate of incorporation on change of name stating their respective new names; and (b) shall certify under his hand the registration of the Ordinance and the minute which certificate shall be conclusive evidence of the reduction of the authorized and issued share capital of the relevant merging entity. Cap 1173 s 5 Vesting of the undertakings in Bank of East Asia (1) On the appointed day the undertakings shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest in, Bank of East Asia to the intent that Bank of East Asia shall succeed to the whole undertakings as if in all respects Bank of East Asia were the same person in law as the relevant merging entity. (2) Where the transfer and vesting of any property and liabilities situate in any country, territory or place outside Hong Kong and forming part of the undertaking is governed otherwise than by the laws of Hong Kong, the merging entity in question shall, if Bank of East Asia so requires, as soon as is practicable after the appointed day, take all necessary steps for securing the effective transfer and vesting thereof in Bank of East Asia and, pending such transfer and vesting, the merging entity in question shall hold any such property in trust absolutely for Bank of East Asia. Cap 1173 s 6 Trust property and wills (1) Any property which immediately before the appointed day was held by a merging entity, whether alone or jointly with any other person, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement, will or other instrument (whether originally so appointed or not, and whether appointed under hand or seal, or by order of any court or otherwise), or as executor of the will, or administrator of the estate, of a deceased person or as judicial trustee appointed by order of any court, or in any other fiduciary capacity, shall, on and from the appointed day, be held by Bank of East Asia alone or, as the case may be, jointly with such other person, in the same capacity upon the trusts, and with and subject to the powers, provisions and liabilities, applicable thereto respectively. |
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