【法规名称】
【法规编号】 82269 什么是编号？
【正 文】
第5页 CAP 1173 THE BANK OF EAST ASIA, LIMITED (MERGER OF SUBSIDIARIES) ORDINANCE
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[接上页] (C) such security interest arises at general law.(h) (i) Where by virtue of this Ordinance any right or liability of a merging entity becomes or is deemed to become a right or liability of Bank of East Asia, Bank of East Asia and all other persons shall, on and from the appointed day, have the same rights, powers and remedies (and in particular the same rights and powers as to taking or resisting legal proceedings or making or resisting applications to any authority) for ascertaining, perfecting or enforcing that right or liability as if it had at all times been a right or liability of Bank of East Asia; and any legal proceedings or application to any authority existing or pending immediately before the appointed day by or against a merging entity may be continued by or against Bank of East Asia. (ii) Where any right or liability of a merging entity was before the appointed day the subject of arbitral proceedings to which such merging entity was a party, Bank of East Asia shall on and from the appointed day automatically be substituted for such merging entity as a party to those proceedings, without the need for consent from any other party or from the arbitrator.(i) Any judgment or award obtained by or against a merging entity and not fully satisfied before the appointed day shall on that day, to the extent to which it is enforceable by or against such merging entity, become enforceable by or against Bank of East Asia. (j) Any court order which applies to a merging entity shall on and from the appointed day apply to Bank of East Asia instead of to such merging entity. (k) Nothing in this Ordinance shall terminate or prejudicially affect the appointment, authority, rights or powers of any receiver or of any receiver and manager appointed by a merging entity, whether alone or with others, before the appointed day. (l) The Privacy Commissioner may, on and from the appointed day, exercise in respect of Bank of East Asia any power under the Personal Data (Privacy) Ordinance (Cap 486) which he could have immediately before the appointed day exercised in respect of a merging entity in respect of a breach or alleged breach by the merging entity of that Ordinance or the data protection principles; but the transfer to, and vesting in, Bank of East Asia by this Ordinance of the undertakings and any disclosure to Bank of East Asia of any information in contemplation or as a result thereof shall not amount to a breach of any duty of confidentiality to which a merging entity is subject immediately before the appointed day or to a contravention by Bank of East Asia or a merging entity of the Personal Data (Privacy) Ordinance (Cap 486) or the data protection principles. Cap 1173 s 8 Accounting treatment of Bank of East Asia and the merging entities (1) On and from the appointed day, by virtue of this Ordinance and notwithstanding the provisions of any other Ordinance- (a) the balance sheets and profit and loss accounts of the merging entities and Bank of East Asia for the accounting period of each company in which the appointed day falls shall be prepared in all respects as if the undertakings had vested in Bank of East Asia pursuant to section 5 on the first day of such accounting period of Bank of East Asia; (b) all property and liabilities of the merging entities shall be transferred to Bank of East Asia at their carrying value in the consolidated accounts of the group including the merging entities and Bank of East Asia on the first day of such accounting period of Bank of East Asia; (c) each existing reserve of the merging entities as reflected in the consolidated accounts of the group including the merging entities and Bank of East Asia on the first day of such accounting period of Bank of East Asia shall be transferred to and for all purposes be and become a reserve of Bank of East Asia; and (d) the amount, description and character of every reserve of Bank of East Asia which shall come into being pursuant to paragraph (c) shall be the same in all respects as those of the corresponding existing reserve of the merging entities immediately before the first day of such accounting period of Bank of East Asia, and all enactments and rules of law shall apply to or in respect of every such reserve of Bank of East Asia in the same manner in all respects as they applied to or in respect of the corresponding existing reserve of the merging entities immediately before the first day of such accounting period of Bank of East Asia.(2) Every reference in subsection (1) to an existing reserve shall include a reference to any reserve or similar provision, irrespective of its name or designation (and whether the amount thereof be positive or negative in nature) and, without prejudice to the generality of the foregoing, every such reference shall include a reference to any sums standing to the credit (or debit) of any profit and loss account. (3) Without prejudice to the generality of subsection (1), any profits or losses of a merging entity earned or incurred after the beginning of the accounting period of such merging entity in which the appointed day shall occur, shall, on and from the appointed day, and by virtue of this Ordinance, be treated for all purposes as profits or, as the case may be, losses, of Bank of East Asia. |
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