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To provide for the transfer of the undertaking of The Royal Bank of Scotland public limited company to RBSG public limited company; and for purposes connected therewith. [26 July 1985] (Originally 51 of 1985) Cap 1138 Preamble WHEREAS- (a) The Royal Bank of Scotland public limited company (hereinafter called "Royal Bank of Scotland") was incorporated by a Royal Charter granted by His Majesty King George the First dated 31 May 1727 under the name "The Royal Bank of Scotland", was subsequently registered under Part VIII of the United Kingdom Companies Act 1948 as a company limited by shares under the name "The Royal Bank of Scotland Limited" and re-registered under the United Kingdom Companies Act 1980 as a public limited company and is now registered under Part XI of the Companies Ordinance (Cap 32) as an oversea company; (b) RBSG public limited company (hereinafter called "the Bank") is a public company incorporated under the United Kingdom Companies Acts 1948 to 1980 as a company limited by shares formed with the object (amongst others) of carrying on, in the United Kingdom, Hong Kong and elsewhere, the business of banking and is registered under Part XI of the Companies Ordinance (Cap 32) as an oversea company; (c) it is expedient, in connection with a worldwide merger of the respective undertakings of Royal Bank of Scotland and Williams & Glyn's Bank public limited company, that the said undertakings should be transferred to the Bank; (d) the Royal Bank of Scotland Act 1985 has been passed in the United Kingdom for the purpose of effecting the transfer of the said undertakings to the Bank (in so far as the same can be effected by United Kingdom legislation) and for the purpose of changing the name of Royal Bank of Scotland to "The Royal Bank of Scotland (1727) Limited" and changing the name of the Bank to "The Royal Bank of Scotland public limited company"; and (e) it is expedient that, in connection with the said worldwide merger, the Hong Kong business of Royal Bank of Scotland and that part of the undertaking of Royal Bank of Scotland 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 Royal Bank of Scotland should be transferred to the Bank by Hong Kong legislation: Cap 1138 s 1 Short title This Ordinance may be cited as the Royal Bank of Scotland Ordinance. Cap 1138 s 2 Interpretation (1) In this Ordinance, unless the context otherwise requires- "appointed day" (指定日期) means the day appointed under section 3; "authorized representative" (获授权代表) when used in relation to Royal Bank of Scotland or the Bank means the person or one of the persons resident in Hong Kong and authorized to accept service of process and notices on its behalf whose name or names and address or addresses is or are registered under section 333(1) of the Companies Ordinance (Cap 32); "the Bank" (RBSG 银行) means RBSG public limited company; "customer" (客户) includes any person having a banking account or other dealing, transaction or arrangement with Royal Bank of Scotland or (as the context may require) the Bank; "enactment" (成文法则) means an enactment in this Ordinance or in any Ordinance or in any order, by-law, rule or regulation made under any Ordinance; "existing" (现有) means existing, outstanding or in force immediately before the appointed day; "liabilities" (法律责任) includes debts, duties and obligations of every description wheresoever arising (whether actual or contingent, present or future); "property" (财产) means property and assets of every description wheresoever situate, and includes property held on trust and securities, rights, benefits and powers of every description but does not include the common seal of Royal Bank of Scotland or any document (other than accounting records) required to be kept pursuant to the provisions of the United Kingdom Companies Act 1985 or the Companies Ordinance (Cap 32); "the registrar" (处长) means the Registrar of Companies appointed under section 303 of the Companies Ordinance (Cap 32); "Royal Bank of Scotland" means The Royal Bank of Scotland public limited company; "security" (抵押) includes any mortgage or charge (whether legal or equitable), assignment, debenture, fixed security, floating charge, personal bond, bill of exchange, promissory note, trust receipt, warehouse warrant, guarantee, indemnity, lien, right of retention, hypothec, pledge (whether actual or constructive), mandate, hypothecation, right of set-off, right of compensation or undertaking, any standard security, any assignation or disposition ex facie absolute and any agreement or other deed, instrument or document qualifying the same, any bond and disposition or assignation in security, any bond of cash credit, any bond of cash credit and disposition or assignation in security, any assignation in security, any real right or burden of whatever kind in the nature of a security and any other deed, document, conveyance, instrument, arrangement or means (in each case made, granted, arising or subsisting under any applicable law) for securing the payment or discharge of any liability and also includes any agreement or undertaking (whether in writing or not) to give or execute any of the foregoing whether upon demand or otherwise; |