　　To provide for facilitating the vesting in Deutsche Bank Aktiengesellschaft of the undertaking of Deutsche Bank (Asia) Aktiengesellschaft; and for other related purposes.
　　
　　(Enacted 1988)
　　
　　[18 March 1988]
　　
　　(Originally 17 of 1988)
　　
　　Cap 1142 Preamble
　　
　　WHEREAS-
　　
　　(1) Deutsche Bank Aktiengesellschaft (hereinafter called "Deutsche Bank") is a company organised under the law of the Federal Republic of Germany having its registered place of business at Frankfurt am Main;
　　
　　(2) Deutsche Bank (Asia) Aktiengesellschaft (hereinafter called "DB Asia") is a company organised under the law of the Federal Republic of Germany having its registered place of business at Hamburg and is a wholly-owned subsidiary of Deutsche Bank;
　　
　　(3) DB Asia is a bank licensed under the Banking Ordinance (Cap 155) and carries on the business of banking in Hong Kong and elsewhere;
　　
　　(4) Deutsche Bank carries on the business of banking in the Federal Republic of Germany and elsewhere;
　　
　　(5) for the better conduct of the business of the Deutsche Bank group of companies, it is expedient that provision be made for the merger of undertakings by which that business is carried on by merging into Deutsche Bank the undertaking of DB Asia and that that merger of undertakings should be facilitated without interference with the conduct and continuity of that business;
　　
　　(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 Commercial 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 its undertaking merged into that of Deutsche Bank;
　　
　　(9) it is expedient to make provision to facilitate such merger insofar as it relates to that part of the undertaking of DB Asia which is governed by Hong Kong law or the transfer of which is governed by Hong Kong law or which is derived from the Hong Kong business of DB Asia:
　　
　　(Enacted 1988)
　　
　　Cap 1142 s 1 Short title
　　
　　This Ordinance may be cited as the Deutsche Bank (Merger) Ordinance.
　　
　　(Enacted 1988)
　　
　　Cap 1142 s 2 Interpretation
　　
　　(1) In this Ordinance, unless the subject or context otherwise requires-
　　
　　"appointed day" (指定日期) means the day on which the merger to be effected pursuant to the merger agreement is registered with the Commercial Register of the District Court of Frankfurt am Main;
　　
　　"customer" (客户) 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) Aktiengesellschaft;
　　
　　"existing" (现有) means existing, outstanding or in force immediately before the appointed day;
　　
　　"liabilities" (法律扛任) includes duties and obligations of every description (whether present or future, actual or contingent);
　　
　　"merger agreement" (合并协议) means the merger agreement executed, pursuant to sections 340 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" (财产)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;
　　
　　"security" (抵押) includes a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee,lien, pledge (whether actual or constructive), hypothecation, assignment by way of security, indemnity, right of set-off, undertaking or other means of securing payment or discharge of a liability (whether present or future, actual or contingent);
　　
　　"the undertaking" (业务) means the business and all existing property and liabilities of DB Asia of whatsoever nature;
　　
　　"will" (遗属) includes a codicil and any other testamentary writing.
　　
　　(2) Any reference in this Ordinance to property or liabilities of DB Asia is a reference to property or liabilities to which DB Asia 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 DB Asia, and whether DB Asia is entitled to such property or subject to such liabilities under the law of Hong Kong or under the law of any country or territory outside Hong Kong.

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