【法规名称】
【法规编号】 82269 什么是编号？
【正 文】
第6页 CAP 1173 THE BANK OF EAST ASIA, LIMITED (MERGER OF SUBSIDIARIES) ORDINANCE
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[接上页] Cap 1173 s 9 Officers of the merging entities No director, secretary or auditor of a merging entity shall by virtue only of this Ordinance become a director, secretary or auditor, as the case may be, of Bank of East Asia. Cap 1173 s 10 Waiver of prohibition of merger (1) Any provision contained in any contract or other document to which Bank of East Asia or any of its subsidiaries or a merging entity is a party which prohibits or has the effect of prohibiting the transfer and vesting or deemed transfer and vesting of the undertaking in Bank of East Asia shall be deemed by this Ordinance to have been waived. (2) Any provision contained in any contract or other document to the effect that a default shall occur or be deemed to occur as a result of the transfer and vesting or deemed transfer and vesting of the undertaking in Bank of East Asia, and to which Bank of East Asia or any of its subsidiaries or a merging entity is a party, shall be deemed by this Ordinance to have been waived. Cap 1173 s 11 Evidence: books and documents (1) All books and other documents which would, before the appointed day, have been evidence in respect of any matter for or against a merging entity shall be admissible in evidence in respect of the same matter for or against Bank of East Asia. (2) In this section, "documents" (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap 8). Cap 1173 s 12 Part III of Evidence Ordinance (Cap 8) (1) On and from the appointed day, Part III of the Evidence Ordinance (Cap 8) shall apply to the banker's records of the merging entities deemed to be vested in Bank of East Asia by virtue of this Ordinance, and to entries made in those records before the appointed day, as if such records were the records of Bank of East Asia. (2) For the purposes of section 20 of the Evidence Ordinance (Cap 8), banker's records which are deemed to have become the banker's records of Bank of East Asia by virtue of this Ordinance shall be deemed to have been the ordinary banker's records of Bank of East Asia at the time of the making of any entry therein which purports to have been made before the appointed day, and any such entry shall be deemed to have been made in the usual and ordinary course of business. (3) For the purposes of sections 40 and 41 of the Evidence Ordinance (Cap 8), documents previously in the custody or control of the merging entities shall by virtue of this Ordinance be deemed to be documents previously in the custody or control of Bank of East Asia. (4) In this section, "banker's records" (银行纪录) shall be construed in accordance with section 2 of the Evidence Ordinance (Cap 8). Cap 1173 s 13 Evidence of vesting and transfer (1) The production of a Government Printer's copy of this Ordinance shall, for all purposes, be conclusive evidence of the vesting and transfer or deemed vesting and transfer of any property and liabilities of a merging entity in Bank of East Asia in accordance with the provisions of this Ordinance. (2) Without prejudice to the generality of subsection (1)- (a) a Government Printer's copy of this Ordinance, together with evidence of publication of notice of the appointed day, shall, in relation to any registered securities transferred to, and vested in, Bank of East Asia by virtue of this Ordinance, operate for all purposes as a duly executed instrument of transfer in respect of the transfer of such registered securities from the relevant merging entity to Bank of East Asia; (b) any deed or other document made or executed on or after the appointed day, whereby Bank of East Asia or a merging entity, whether alone or jointly with any other person, conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or applies to be registered as the holder or proprietor of, any property held by a merging entity immediately before the appointed day and forming part of the undertaking, whether alone or jointly with any other person, shall be sufficient evidence that the interest of the relevant merging entity in that property has been vested in Bank of East Asia under this Ordinance; (c) where there is any other transaction or purported transaction by Bank of East Asia or a merging entity on or after the appointed day in connection with, or in relation to, any property or liabilities which are property or liabilities of a merging entity immediately before that day and forming part of the undertaking, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that Bank of East Asia has full power and authority for that transaction as if the property or liabilities were vested in it under this Ordinance; (d) a certificate given by or on behalf of Bank of East Asia at any time that any property or liabilities specified in the certificate (which property or liabilities immediately before the appointed day are the property or liabilities of a merging entity) are or, as the case may be, are not, deemed to be vested in Bank of East Asia under this Ordinance, shall be conclusive evidence for all purposes of the fact so certified.(3) Nothing in subsection (2)(c) and (d) shall affect the liability of the merging entities and Bank of East Asia to each other in respect of anything done, or purporting to have been done, by any of them in connection with, or in relation to, any property or liabilities. |
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