Cap 1136 - STANDARD CHARTERED ASIA LIMITED ORDINANCE 1

Chapter: 1136 STANDARD CHARTERED ASIA LIMITED
ORDINANCE

Gazette Number Version Date


Long title 30/06/1997


To provide for the vesting in Standard Chartered Asia Limited of the undertaking of MAIBL Bermuda (Far East)
Limited; and for purposes incidental and ancillary thereto.


[9 November 1984]


(Originally 74 of 1984)

Section: 1 Short title 30/06/1997


This Ordinance may be cited as the Standard Chartered Asia Limited Ordinance.

Section: 2 Interpretation L.N. 163 of 2013 03/03/2014


(1) In this Ordinance, unless the context otherwise requires-
"the appointed day" (指定日期) means 31 December 1984;
"customer" (客戶) includes any person having a banking account or other dealing, transaction or arrangement in the

course of business with SC Asia or, as the case may be, MBFEL;
"excluded items" (除外項目) means documents required to be kept pursuant to the provisions of the Companies

Ordinance (Cap 32) as in force from time to time before the commencement date* of section 2 of Schedule 9 to
the Companies Ordinance (Cap 622); (Amended 28 of 2012 ss. 912 & 920)

"existing" (現有) means existing or in force immediately before the appointed day;
"liabilities" (法律責任) includes duties and obligations of every description wheresoever arising (whether existing or

future, actual or contingent), but does not include any excluded item;
"MBFEL" (米特蘭) means MAIBL Bermuda (Far East) Limited;
"property" (財產) 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 any excluded item;
"SC Asia" (渣打(亞洲)) means Standard Chartered Asia Limited; and
"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, indemnity, undertaking or other
means of securing payment or discharge of a debt or liability (whether existing or future, actual or contingent).
(2) For the purposes of this Ordinance-

(a) references to property and liabilities of MBFEL are references to all such property and liabilities,
whether or not capable of being transferred or assigned by MBFEL;

(b) any such reference to property of MBFEL is a reference to property of MBFEL whether situated in
Hong Kong or elsewhere; and

(c) any such reference to rights or liabilities of MBFEL is a reference to rights to which MBFEL is
entitled or, as the case may be, to liabilities to which MBFEL is subject, whether under the law of
Hong Kong or under the law of any country or territory outside Hong Kong.

_________________________________________________________________________________
Note:
* Commencement date : 3 March 2014.

Section: 3 Vesting of MBFEL's undertaking in SC Asia 30/06/1997


(1) On the appointed day, all existing property and liabilities of MBFEL of whatsoever nature and whether
MBFEL holds or is subject to the same beneficially or in any fiduciary capacity shall, by virtue of this Ordinance and
without further assurance, vest in SC Asia and become the property and liabilities of SC Asia as if in all respects SC



Cap 1136 - STANDARD CHARTERED ASIA LIMITED ORDINANCE 2

Asia were the same person in law as MBFEL to the intent that SC Asia shall succeed to the whole undertaking of
MBFEL.

(2) As consideration for the vesting of property and liabilities under subsection (1) SC Asia shall issue and allot
to Standard Chartered Merchant Bank Limited such number of ordinary shares of $1 each in the capital of SC Asia
credited as fully paid as SC Asia shall direct and in connection with such issue and allotment SC Asia shall not be
obliged to credit or otherwise transfer any amount to its share premium account.

(3) Where the vesting of any property referred to in subsection (1) is governed otherwise than by the law of
Hong Kong, MBFEL shall, if SC Asia so requires, so soon as is practicable after the appointed day, take all necessary
steps for securing the effective vesting of such property in SC Asia and, pending such vesting, MBFEL shall hold any
such property in trust for SC Asia.

Section: 4 MBFEL to be a subsidiary of SC Asia 30/06/1997


Immediately after the property and liabilities of MBFEL have vested in SC Asia pursuant to section 3, by virtue
of this Ordinance-

(a) the authorized and issued share capital of MBFEL shall be reduced to 100 ordinary shares of United
States $1 each and MBFEL's share premium account shall be reduced to nil;

(b) all of the ordinary shares in the capital of MBFEL shall be vested in SC Asia; and
(c) MBFEL shall cease to be registered as a deposit-taking company under the Deposit-taking Companies

Ordinance*.
____________________________________________________________________________________________
Note:
* Cap 328, 1983 R. Edition (now repealed, see 27 of 1986).

Section: 5 Accounting treatment of SC Asia and MBFEL 30/06/1997


Notwithstanding the provisions of any other Ordinance-
(a) the balance sheets and profit and loss accounts of SC Asia and MBFEL for the accounting period of

each company in which the appointed day falls shall be prepared in all respects as if the property and
liabilities of MBFEL had vested in SC Asia pursuant to section 3 on the first day of such accounting
periods; and

(b) any retained profits of MBFEL as at the first day of such accounting periods and any reserves arising
on the vesting of the property and liabilities of MBFEL in SC Asia pursuant to section 3 shall be
distributable by SC Asia.


Section: 6 Trust property 30/06/1997


(1) Any property vested in SC Asia by virtue of this Ordinance which immediately before the appointed day
was held by MBFEL, whether alone or jointly with any other person, as trustee or custodian trustee of any trust deed,
settlement, covenant, agreement or other instrument (whether originally so appointed or not, and whether appointed
under hand or seal, or by order of any court), 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 SC 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.

(2) Any existing instrument or order of any court under or by virtue of which any property became vested in
MBFEL in any such fiduciary capacity, and any provision therein, or any existing contract or arrangement for the
payment to, or retention by, MBFEL of remuneration for its services in any such fiduciary capacity, shall, on and from
the appointed day, be construed and have effect, so far as the context permits, as if for any reference therein to
MBFEL (other than a reference, however worded and whether express or implied, to terms and conditions of or to a
scale of fees of MBFEL) there were substituted a reference to SC Asia.

Section: 7 Supplementary provisions 30/06/1997


Without prejudice to the generality of the foregoing provisions of this Ordinance but subject to any provision in
this Ordinance to the contrary effect, the following provisions shall have effect in relation to property and liabilities



Cap 1136 - STANDARD CHARTERED ASIA LIMITED ORDINANCE 3

vested in SC Asia by virtue of this Ordinance-
(a) every existing contract to which MBFEL is a party (whether in writing or not) shall be construed and

have effect on and from the appointed day as if-
(i) SC Asia had been a party thereto instead of MBFEL;
(ii) for any reference (however worded and whether express or implied) to MBFEL there were

substituted, as respects anything falling to be done on or after the appointed day, a reference to
SC Asia; and

(iii) any reference (however worded and whether express or implied) to the directors or to any
director, officer, clerk or servant of MBFEL were, as respects anything falling to be done on or
after the appointed day, a reference to the directors of SC Asia or, as the case may require, to
such director, officer, clerk or servant of SC Asia, as SC Asia may appoint for that purpose or, in
default of appointment, to the director, officer, clerk or servant of SC Asia who corresponds as
nearly as may be to the first-mentioned director, officer, clerk or servant;

(b) sub-paragraphs (ii) and (iii) of paragraph (a) shall apply to any statutory provision and to any provision
of any existing contract to which MBFEL was not a party and sub-paragraphs (i), (ii) and (iii) of that
paragraph shall apply to any provision of any other existing document (not being a contract) in the
same manner as, in any such case, they apply to a contract to which paragraph (a) applies;

(c) any account between MBFEL and a customer shall, on and from the appointed day, become an
account between SC Asia and the customer subject to the same conditions and incidents as theretofore;
and such account shall be deemed for all purposes to be a single continuing account:

Provided that nothing herein shall affect any right of SC Asia or of the customer to vary the
conditions or incidents subject to which any account is kept;

(d) any existing instruction, order, direction, mandate, power of attorney, authority, undertaking or consent
given to MBFEL (whether in writing or not and whether or not in relation to an account) shall have
effect, on and from the appointed day, as if given to SC Asia;

(e) any negotiable instrument or order for payment of money drawn on, or given to, or accepted or
endorsed by MBFEL, or payable at any place of business of MBFEL, whether so drawn, given,
accepted or endorsed before, on or after the appointed day, shall have the same effect on and from the
appointed day, as if it had been drawn on, or given to, or accepted or endorsed by SC Asia or were
payable at the same place of business of SC Asia;

(f) the custody of any document, goods or other thing held by MBFEL as bailee shall pass to SC Asia on
the appointed day, and the rights and obligations of MBFEL under any contract of bailment relating to
any such document, goods or thing shall on the appointed day become rights and obligations of SC
Asia;

(g) any security held immediately before the appointed day by, or by a nominee of, or trustee for, MBFEL
as security for the payment or discharge of any debt or liability (whether existing or future, actual or
contingent) shall, on and from the appointed day, be held by, or (as the case may require) by that
nominee or trustee as nominee or trustee for, SC Asia and to the extent of that debt or liability be
available to SC Asia, as security for the payment or discharge of that debt or liability, and any such
security which extends to future advances or liabilities shall, on and from the appointed day, be held
by, and be available as aforesaid to, SC Asia as security for future advances by, and future liabilities
to, SC Asia in the same manner in all respects as future advances by or liabilities to MBFEL were
secured thereby immediately before that day;

(h) where by virtue of this Ordinance any right or liability of MBFEL becomes a right or liability of SC
Asia, SC 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 SC Asia and any legal proceedings or
applications to any authority pending immediately before the appointed day by or against MBFEL may
be continued by or against SC Asia; and

(i) any judgment or award obtained by or against MBFEL and not fully satisfied before the appointed day
shall, to the extent to which it is enforceable by or against MBFEL, be enforceable by or against SC
Asia.





Cap 1136 - STANDARD CHARTERED ASIA LIMITED ORDINANCE 4

Section: 8 Contracts of employment 30/06/1997


(1) Paragraph (a) of section 7 applies to a contract for the employment of any person by MBFEL; and
employment with MBFEL and SC Asia under any such contract shall be deemed for all purposes to be a single
continuing employment.

(2) No director, secretary or auditor of MBFEL shall by virtue only of this Ordinance become a director,
secretary or, as the case may be, auditor of SC Asia.

Section: 9 Evidence and records and documents L.N. 96 of 1999 01/06/1999


(1) All records and other documents which would, before the appointed day, have been evidence in respect of
any matter for or against MBFEL shall be admissible in evidence in respect of the same matter for or against SC Asia.

(2) In this section "documents" (文件) shall be construed in accordance with section 46 of the Evidence
Ordinance (Cap 8). (Amended 2 of 1999 s. 6)

Section: 10 Application of Part III of Evidence Ordinance 30/06/1997


(1) On and from the appointed day, Part III of the Evidence Ordinance (Cap 8) shall apply to the banker's
records of MBFEL vested in SC Asia by virtue of this Ordinance, and to entries made therein before the appointed
day, as if such banker's records were the banker's records of SC Asia.

(2) For the purposes of section 20 of the Evidence Ordinance (Cap 8), banker's records which become the
banker's records of SC Asia by virtue of this Ordinance shall be deemed to have been the ordinary banker's records of
SC 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) In this section "banker's records" (銀行紀錄) shall be construed in accordance with section 2 of the
Evidence Ordinance (Cap 8).

Section: 11 Evidence of vesting 30/06/1997


(1) The production of a Government Printer's copy of this Ordinance shall, for all purposes, be conclusive
evidence of the vesting of the property and liabilities of MBFEL in SC Asia in accordance with the provisions of this
Ordinance.

(2) Without prejudice to the generality of subsection (1), any document made or executed on or after the
appointed day whereby SC Asia, 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 MBFEL immediately before the appointed day, whether alone or jointly with any
other person, shall be sufficient evidence that the interest of MBFEL in such property became vested in SC Asia by
virtue of this Ordinance.

(3) Nothing in this section applies to any property falling within section 3(3) of this Ordinance.

Section: 12 Vesting of interests in land 16 of 2004 09/07/2004


The vesting in SC Asia of an interest in land by virtue of this Ordinance shall not-
(a) (Repealed 16 of 2004 s. 16)
(b) constitute an assignment, transfer, devolution, parting with possession or other disposition of that

interest for the purposes of any provision relating to assignment, transfer, devolution, parting with
possession or other disposition contained in any instrument concerning that interest; or

(c) give rise to any forfeiture; or
(d) invalidate or discharge any contract or security; or
(e) operate so as to merge any leasehold interest in the reversion expectant on it.


Section: 13 Saving for SC Asia L.N. 163 of 2013 03/03/2014


Nothing in this Ordinance shall derogate from or prejudice the powers of SC Asia to alter its articles of



Cap 1136 - STANDARD CHARTERED ASIA LIMITED ORDINANCE 5

association or to dispose of, or deal with, its assets or to carry on or discontinue its business or any part thereof.
(Amended 28 of 2012 ss. 912 & 920)


Section: 14 Saving for enactments concerning financial institutions 30/06/1997


Save as expressly provided in this Ordinance, nothing in this Ordinance shall exempt MBFEL or SC Asia from
the provisions of any enactment regulating the carrying on of the business of either of them.

Section: 15 Saving 60 of 1999 01/07/1997


Remarks:
Adaptation amendments retroactively made - see 60 of 1999 s. 3


Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the
Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, or the rights of
any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those
claiming by, from or under them.

(Amended 60 of 1999 s. 3)

Section: 16 Costs of Ordinance 30/06/1997


The costs, charges and expenses preliminary to, and of and incidental to, the preparing for, obtaining and passing
of this Ordinance, or otherwise in relation thereto, shall be paid by SC Asia.