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Royal Bank Of Scotland Ordinance


Published: 1997-06-30

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Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 1

Chapter: 1138 ROYAL BANK OF SCOTLAND ORDINANCE Gazette Number Version Date

Long title 30/06/1997


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)

Preamble L.N. 163 of 2013 03/03/2014


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 a registered non-Hong Kong company as defined by section 2(1) of
the Companies Ordinance (Cap 622); (Amended 30 of 2004 s. 3; 28 of 2012 ss. 912 & 920)

(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 a registered non-Hong Kong company as defined by section 2(1) of the
Companies Ordinance (Cap 622); (Amended 30 of 2004 s. 3; 28 of 2012 ss. 912 & 920)

(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:


Section: 1 Short title 30/06/1997


This Ordinance may be cited as the Royal Bank of Scotland Ordinance.

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


(1) In this Ordinance, unless the context otherwise requires-
"appointed day" (指定日期) means the day appointed under section 3;
"authorized representative" (獲授權代表) when used in relation to Royal Bank of Scotland or the Bank means an

authorized representative as defined by section 774(1) of the Companies Ordinance (Cap 622); (Amended 30 of
2004 s. 3; 28 of 2012 ss. 912 & 920)

"the Bank" (RBSG 銀行) means RBSG public limited company;
"customer" (客戶) includes any person having a banking account or other dealing, transaction or arrangement with



Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 2

Royal Bank of Scotland or (as the context may require) the Bank;
"enactment" (成文法則) means an enactment in this Ordinance or in any Ordinance or in any order, by-law, rule or

regulation made under any Ordinance;
"existing" (現有) means existing, outstanding or in force immediately before the appointed day;
"liabilities" (法律責任) includes debts, duties and obligations of every description wheresoever arising (whether

actual or contingent, present or future);
"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 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) 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)

"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;

"undertaking" (業務) when used in relation to Royal Bank of Scotland means the business and all existing property
and all existing liabilities of Royal Bank of Scotland; and

"will" (遺屬) includes a codicil, a trust disposition and settlement, any other testamentary writing and any deed,
disposition, contract, instrument or writing taking effect on the death of any person whereby any part of his
estate is disposed of, or under which a succession thereto arises.

(Amended 28 of 2012 ss. 912 & 920)
(2) References in this Ordinance to property and liabilities of Royal Bank of Scotland are references to all

property vested in or belonging to or held by Royal Bank of Scotland and all liabilities to which Royal Bank of
Scotland is subject, whether beneficially or in any fiduciary capacity and whether or not capable of being transferred
or assigned by Royal Bank of Scotland.

(3) Any reference in this Ordinance to property or liabilities of Royal Bank of Scotland is a reference to
property or, as the case may be, to liabilities of Royal Bank of Scotland whether situated in Hong Kong or elsewhere.

(4) Any reference in this Ordinance to rights or liabilities of Royal Bank of Scotland is a reference to rights to
which Royal Bank of Scotland is entitled or, as the case may be, to liabilities to which Royal Bank of Scotland 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 Appointed day 30/06/1997


(1) The directors of the Bank may appoint a day for the purposes of this Ordinance:
Provided that any day appointed under this section shall not be before a licence has been granted to the Bank

under section 7 of the Banking Ordinance (Cap 155).
(2) Not less than 14 days before the day appointed under this section the Bank shall publish in the Gazette a

notice stating the day so appointed.
(3) The publication of notice under subsection (2) shall be conclusive evidence of a day being the appointed

day for the purposes of this Ordinance, and a photostatic or other reproduction of a page or part of a page of the
Gazette containing the notice certified by an authorized representative of the Bank shall be evidence of the publication



Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 3

of the notice.
____________________________________________________________________________________________
Note:
30 September 1985 has been appointed as the day referred to in section 3(1)-see notice in page PN3615 of
Gazette Supplement No. 6 of 13 September 1985.

Section: 4 Transfer of undertaking of Royal Bank of Scotland to the

Bank
30/06/1997



On the appointed day 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 shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest
in, the Bank to the intent that the Bank shall succeed to such part of the undertaking of Royal Bank of Scotland as if in
all respects the Bank were the same person in law as Royal Bank of Scotland.

Section: 5 Provisions as to contracts, etc., and enactments 30/06/1997


(1) Without prejudice to the generality of any other provision of this Ordinance but subject to any provision in
this Ordinance to the contrary effect, the following provisions of this section shall have effect for the purposes of
section 4.

(2) All existing contracts, agreements, certificates, awards, conveyances, deeds, leases, licences, notices,
permits, guarantees, bonds, indemnities, mandates, instructions and other instruments and undertakings entered into
by, made with, given to or by or addressed to Royal Bank of Scotland (whether alone or with any other person and
whether as principal or agent and whether in writing or not) shall be construed and have effect on and from the
appointed day as if-

(a) instead of Royal Bank of Scotland, the Bank had been the person by whom they were entered into,
with whom they were made, to or by whom they were given or to whom they were addressed (as the
case may be);

(b) for any reference (however worded and whether express or implied) to Royal Bank of Scotland there
were substituted, as regards anything falling to be done or capable of being done on or after the
appointed day, a reference to the Bank; and

(c) any reference (however worded and whether express or implied) to the directors or to any director,
officer or employee of Royal Bank of Scotland were, as regards anything falling to be done or capable
of being done on or after the appointed day, a reference to the directors of the Bank or, as the case may
require, to such director, officer or employee of the Bank as the Bank may appoint for that purpose or,
in default of appointment, to the director, officer or employee of the Bank who corresponds as nearly
as may be to the first-mentioned director, officer or employee.

(3) Any existing deed or other instrument or document and any existing contract, agreement or undertaking not
in writing (other than one to which subsection (2) applies or a will) in which there is a reference (however worded and
whether express or implied) to Royal Bank of Scotland or to the directors or to any director, officer or employee of
Royal Bank of Scotland shall be construed and have effect on and from the appointed day as if-

(a) for any such reference to Royal Bank of Scotland there were substituted, as regards anything falling to
be done or capable of being done on or after the appointed day, a reference to the Bank; and

(b) any such reference to the directors or to any director, officer or employee of Royal Bank of Scotland
were, as regards anything falling to be done or capable of being done on or after the appointed day, a
reference to the directors of the Bank or, as the case may require, to such director, officer or employee
of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director,
officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director,
officer or employee.

(4) Any deed or other instrument or document (other than a will), and any contract, agreement or undertaking
not in writing which is made, executed or given on or after the appointed day and in which there is a reference
(however worded and whether express or implied) to Royal Bank of Scotland or to the directors or to any director,
officer or employee of Royal Bank of Scotland shall be construed and have effect as if-

(a) for any such reference to Royal Bank of Scotland there were substituted, as regards anything falling to
be done or capable of being done on or after the appointed day, a reference to the Bank; and



Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 4

(b) any such reference to the directors or to any director, officer or employee of Royal Bank of Scotland
were, as regards anything falling to be done or capable of being done on or after the appointed day, a
reference to the directors of the Bank or, as the case may require, to such director, officer or employee
of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director,
officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director,
officer or employee.

(5) Any enactment other than this Ordinance containing a reference (however worded and whether express or
implied) to Royal Bank of Scotland or to the directors or to any director, officer or employee of Royal Bank of
Scotland shall be construed and have effect on and from the appointed day as if-

(a) for any such reference to Royal Bank of Scotland there were substituted, as regards anything falling to
be done or capable of being done on or after the appointed day, a reference to the Bank; and

(b) any such reference to the directors or to any director, officer or employee of Royal Bank of Scotland
were, as regards anything falling to be done or capable of being done on or after the appointed day, a
reference to the directors of the Bank or, as the case may require, to such director, officer or employee
of the Bank as the Bank may appoint for that purpose or, in default of appointment, to the director,
officer or employee of the Bank who corresponds as nearly as may be to the first-mentioned director,
officer or employee.


Section: 6 Provisions as to trust property transferred and as to

trusteeships, etc.
30/06/1997



(1) Any property transferred to and vested in the Bank by virtue of this Ordinance which, immediately before
the appointed day, was held by Royal Bank of Scotland, whether alone or jointly with any other person-

(a) as trustee or custodian trustee of any trust deed, settlement, covenant, agreement or will, and whether
originally so appointed or not, and whether appointed under hand or seal, or by order of any court or
otherwise;

(b) as executor of the will of a deceased person;
(c) as administrator of the estate of a deceased person;
(d) as judicial trustee or judicial factor appointed by order of any court; or
(e) in any other fiduciary capacity whatsoever,

shall, on and from the appointed day, be held by the Bank alone or jointly with such other person (as the case may be),
in the same capacity, upon the trusts, and with and subject to the rights, powers, provisions, liabilities and obligations
applicable thereto respectively.

(2) Any order of any court or any trust deed, settlement, covenant, agreement, will or appointment, whether
made or executed before, on or after the appointed day, under or by virtue of which Royal Bank of Scotland was or is
or, but for the provisions of this section, would have been (whether alone or with any other person) granted letters of
administration or appointed trustee, custodian trustee, executor, tutor, curator, guardian, judicial trustee, judicial factor
or custodian or appointed or confirmed in any other fiduciary capacity shall not fail by reason of anything in this
Ordinance but shall, on and from the appointed day (or, if it be later, the date upon which such order, trust deed,
settlement, covenant, agreement, will or appointment is made or executed), be read, construed and have effect as if for
any reference therein to Royal Bank of Scotland there were substituted a reference to the Bank.

(3) Where any order, trust deed, settlement, covenant, agreement, will or appointment such as is mentioned in
subsection (2) authorized or authorizes Royal Bank of Scotland or (in the case of any such order, trust deed,
settlement, covenant, agreement, will or appointment taking effect after the appointed day) would have authorized
Royal Bank of Scotland (if it had accepted such appointment) to charge remuneration or otherwise to act in
accordance with a scale or terms or conditions applicable to Royal Bank of Scotland at any particular date before, on
or after the appointed day or for the time being, then on and from the appointed day (or, if it be later, the date upon
which such order, trust deed, settlement, covenant, agreement, will or appointment is made or executed) every
reference in such order, trust deed, settlement, covenant, agreement, will or appointment to such scale or terms or
conditions shall be construed and have effect as if the same were a reference to the corresponding scale or terms or
conditions applicable to the Bank at such particular date or for the time being (as the case may be):

Provided that where any such reference is to a scale or terms or conditions applicable to Royal Bank of Scotland
at some date before the appointed day, then the provisions of this subsection shall be construed and have effect as if
such scale or terms or conditions had been applicable to the Bank at such prior date (notwithstanding that the Bank
may not have been in existence at that date or may not have been carrying on the business of acting in the fiduciary



Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 5

capacity to which such scale or terms or conditions related) and as if every reference in such scale or terms or
conditions to Royal Bank of Scotland had been a reference to the Bank.

Section: 7 Supplementary provisions as to transfer 30/06/1997


(1) Without prejudice to the generality of any other provision of this Ordinance, the following provisions shall
have effect for the purposes of section 4-

(a) any existing account between Royal Bank of Scotland and a customer shall be transferred to the Bank
on the appointed day and shall become, on and from the appointed day, an account between the Bank
and such customer with the same rights and subject to the same obligations and incidents (including
rights of compensation and set-off) as would have been applicable thereto if such account between
Royal Bank of Scotland and the customer had continued and such account shall be deemed for all
purposes to be a single continuing account:

Provided that nothing herein shall effect any right of the Bank or of the customer on or after the
appointed day to vary the conditions or incidents subject to which any account is kept;

(b) (i) any existing instruction, order, direction, mandate, notice, representation, power of attorney,
authority, consent or undertaking (whether in writing or not and whether or not in relation to an
account) given to Royal Bank of Scotland, either alone or jointly with another person, shall apply
and have effect, on and from the appointed day, as if given to the Bank or, as the case may be, to
the Bank jointly with such other person;

(ii) any instruction, order, direction, mandate, notice, representation, power of attorney, authority,
consent or undertaking (whether in writing or not) which is given to Royal Bank of Scotland,
either alone or jointly with another person, on or after the appointed day and which, if given as
aforesaid prior to the appointed day would have related to an existing account between Royal
Bank of Scotland and a customer shall apply and have effect as if given to the Bank or, as the
case may be, to the Bank jointly with such other person;

(c) (i) any security which is, immediately before the appointed day, held by or in favour of Royal Bank
of Scotland as security for the payment or discharge of any liability shall, on and from the
appointed day, be held by or in favour of the Bank and be available to the Bank as security for
the payment or discharge of such liability;

(ii) where any security such as is mentioned in sub-paragraph (i) of this paragraph extends to future
advances or future liabilities, the said security shall, on and from the appointed day, be held by or
in favour of the Bank, and be available to the Bank, as security for future advances by, or future
liabilities to, the Bank to the same extent and in the same manner in all respects as if it had been
originally granted in favour of, and had originally extended to future advances by or future
liabilities to, the Bank;

(iii) where any security such as is mentioned in sub-paragraph (i) of this paragraph was granted for a
stated maximum amount, the said security shall, on and from the appointed day, have the same
effect in favour of the Bank up to such maximum amount in all respects as if it had been
originally granted in favour of the Bank for such maximum amount;

(iv) the Bank shall, in relation to any security such as is mentioned in sub-paragraph (i) of this
paragraph and to the liabilities thereby secured, be entitled to the same rights and priorities and
subject to the same obligations and incidents on and from the appointed day as Royal Bank of
Scotland would have been entitled and subject to if the said security had continued to be held by
it or in its favour;

(d) the custody or possession of any document, goods or other property held by Royal Bank of Scotland,
or by an agent for or nominee of Royal Bank of Scotland, as a bailee, depositary or custodian shall on
and from the appointed day and by virtue of this Ordinance be transferred to the Bank or, as the case
may require, be held by such agent or nominee as agent for or nominee of the Bank, and the rights and
obligations of Royal Bank of Scotland under any contract of bailment, deposit or custodianship
relating to such document, goods or property, or under any other contract or arrangement (whether in
writing or not) or deed or other instrument or document regulating custody or possession of the same,
shall by virtue of this Ordinance be transferred on the appointed day to the Bank;

(e) any negotiable instrument or order for payment of money, whether drawn, given, accepted or endorsed
before, on or after the appointed day, which is expressed to be drawn on, or given to, or accepted or



Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 6

endorsed by, Royal Bank of Scotland, or payable at any place of business of Royal Bank of Scotland,
shall have the same effect on and from the appointed day (or, if it be later, the date upon which it is
drawn, given, accepted or endorsed) as if it had been drawn on, or given to, or accepted or endorsed by
the Bank, or payable at the same place of business of the Bank.

(2) Any reference in paragraph (c) of subsection (1) to securities held by or in favour of Royal Bank of
Scotland shall be construed as including a reference to securities held by an agent or trustee for, or a nominee of,
Royal Bank of Scotland and any reference in that paragraph to securities held by or in favour of Royal Bank of
Scotland being, on and from the appointed day, held by or in favour of the Bank shall be construed as including a
reference to securities which are held by an agent or trustee for, or a nominee of, Royal Bank of Scotland being, on
and from the appointed day, held by such agent, trustee or nominee as agent or trustee for, or nominee of, the Bank.

Section: 8 Contracts of employment 30/06/1997


(1) Section 5(2) shall apply to a contract for the employment of any person by Royal Bank of Scotland and
employment by Royal Bank of Scotland and the Bank under any such contract shall be deemed for all purposes to be a
single continuing employment.

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

Section: 9 Retirement fund 30/06/1997


(1) In this section "the fund" (該基金) means the group retirement benefit fund established in Hong Kong by
policy number GPC-1093 issued by American International Assurance Company Limited to Royal Bank of Scotland.

(2) For the purposes of section 4 and without prejudice to the generality of any other provision of this
Ordinance, the policies, rules, regulations and instruments constituting or relating to the fund shall, on and from the
appointed day, be construed and have effect, so far as the context permits, as if for any reference therein, express or
implied, to Royal Bank of Scotland (except in the name or title of the fund) there were substituted a reference to the
Bank, but for the purpose of ascertaining and calculating the right to benefits under the fund, service or employment
with Royal Bank of Scotland prior to the appointed day shall be taken into account as if it were service or employment
with the Bank.

Section: 10 Claims, actions, etc., not to abate 30/06/1997


(1) Where by virtue of this Ordinance any right or liability of Royal Bank of Scotland becomes a right or
liability of the Bank, the Bank 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, claiming, perfecting or enforcing that right or
liability as if it had at all times been a right or liability of the Bank; and any claim (including any contingent claim),
action, arbitration or proceeding and any cause of action, arbitration or proceeding and any application to any
authority which shall, immediately before the appointed day, be pending or existing by, against or in favour of Royal
Bank of Scotland shall not abate or be discontinued or in any way prejudicially affected by reason of the provisions of
this Ordinance, but the same may, on and from the appointed day, only be made, continued, prosecuted and enforced
by or against or in favour of the Bank as and when it might have been made, continued, prosecuted and enforced by or
against or in favour of Royal Bank of Scotland if this Ordinance had not been passed.

(2) Any judgment, decree, order or award obtained by or against Royal Bank of Scotland and not fully satisfied
before the appointed day, shall, to the extent to which it is enforceable by or against Royal Bank of Scotland, only be
enforceable, on and from the appointed day, by or against the Bank.

(3) 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 Royal Bank of Scotland, whether alone or with others,
before the appointed day.

Section: 11 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



Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 7

records of Royal Bank of Scotland transferred to the Bank 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 the Bank.

(2) For the purposes of section 20 of the Evidence Ordinance (Cap 8), banker's records so transferred to the
Bank shall be deemed to have been the ordinary banker's records of the Bank 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: 12 Transfers governed otherwise than by law of Hong Kong 30/06/1997


Where the transfer and vesting of any property forming part of the undertaking of Royal Bank of Scotland is
governed otherwise than by the law of Hong Kong, Royal Bank of Scotland shall, if the Bank so requires, so soon as is
practicable after the appointed day, take all necessary steps for the purpose of securing the effective transfer or vesting
thereof to or in the Bank and, pending such transfer or vesting, shall hold any such property in trust for the Bank.

Section: 13 Records and other documents to remain evidence 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 Royal Bank of Scotland shall on and from the appointed day be admissible in evidence in
respect of the same matter for or against the Bank.

(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: 14 Evidence of transfer 30/06/1997


(1) The production of a Government Printer's copy of this Ordinance, and such evidence of publication of
notice of the appointed day as is specified in section 3(3), shall, for all purposes, be conclusive evidence of the transfer
of the undertaking of Royal Bank of Scotland to the Bank and of the vesting thereof in the Bank in accordance with
the provisions of this Ordinance.

(2) Without prejudice to the generality of the foregoing-
(a) a Government Printer's copy of this Ordinance, together with such evidence of publication of notice of

the appointed day, shall, in relation to any registered securities transferred to, and vested in, the Bank
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 Royal Bank of Scotland to the Bank;

(b) any deed or other instrument or document made or executed on or after the appointed day whereby the
Bank, whether alone or jointly with any other person, conveys, transfers or assigns, or purports to
convey, transfer or assign, to any person (whether for consideration or not), or applies to be registered
as the holder, proprietor or owner of, any property held by Royal Bank of Scotland immediately before
the appointed day, whether alone or jointly with any other person, shall be sufficient evidence that the
interest of Royal Bank of Scotland in such property became vested in the Bank by virtue of this
Ordinance.

(3) In subsection (2) "registered securities" (註冊證券) means shares, stocks, debentures, loans, bonds, units
of a unit trust scheme or other shares of the investments subject to the trusts of such scheme, and other securities of
any description which are transferable and the holders of which are entered in a register (whether maintained in Hong
Kong or not).

Section: 15 Reserves and profits and losses transferred L.N. 163 of 2013 03/03/2014


(1) For the purposes of section 4, on and from the appointed day, and by virtue of this Ordinance-
(a) every existing reserve of Royal Bank of Scotland shall be transferred to and for all purposes be and

become a reserve of the Bank; and
(b) the amount, description and character of every reserve of the Bank which shall come into being

pursuant to paragraph (a) shall be the same in all respects as those of the corresponding existing



Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 8

reserve immediately before the appointed day, and all enactments and rules of law shall apply to or in
respect of every such reserve of the Bank in the same manner in all respects as they applied to or in
respect of the corresponding existing reserve immediately before the appointed day.

(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).

(3) Without prejudice to the generality of subsection (1), any profits or losses of Royal Bank of Scotland earned
or incurred after the beginning of the financial year 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
the Bank.

(4) In subsection (3), "financial year" (財政年度) has the meaning assigned to it by section 2(1) of the
Companies Ordinance (Cap 32) as in force on the appointed day. (Amended 28 of 2012 ss. 912 & 920)

Section: 16 Transfer of interests in land and other property 16 of 2004 09/07/2004


It is hereby declared that the transfer and vesting of any property to and in the Bank by virtue of this Ordinance
shall not-

(a) constitute an acquisition of a right to occupy premises for the purposes of section 53(4) of the Landlord
and Tenant (Consolidation) Ordinance (Cap 7); or (Amended 16 of 2004 s. 16)

(b) constitute an assignation, assignment, transfer, devolution, parting with possession or other disposition
of property or of an interest in property for the purposes of any provision relating to assignation,
assignment, transfer, devolution, parting with possession or other disposition contained in any deed or
other instrument or document concerning that property or that interest; or

(c) operate as a breach of covenant or condition against alienation; or
(d) give rise to any forfeiture; or
(e) invalidate or discharge any contract or security; or
(f) operate so as to merge any leasehold interest in the reversion which is expectant thereon:

Provided that nothing in this section shall exempt Royal Bank of Scotland or the Bank from the provisions of the
Stamp Duty Ordinance (Cap 117).

Section: 17 Completion and deduction of title to property 30/06/1997


To enable the Bank to complete a title, if thought fit, to any property transferred to it and vested in it by virtue of
this Ordinance by notice of title, deed, instrument or otherwise, or to deduce title, this Ordinance shall be deemed to
be, and may be used as, an assignment or assignation, conveyance, transfer or, as the case may be, general disposition
of such property in favour of the Bank.

Section: 18 Saving for testamentary gifts 30/06/1997


For the avoidance of doubt it is hereby declared that no testamentary gift shall be adeemed by reason only of the
operation of any provision of this Ordinance.

Section: 19 Saving for enactments concerning banking, etc. 30/06/1997


Subject to the provisions of this Ordinance, nothing in this Ordinance shall exempt Royal Bank of Scotland or
the Bank from the provisions of any enactment regulating the carrying on of the business of any of them.

Section: 20 Saving for the Bank and Royal Bank of Scotland 30/06/1997


Nothing in this Ordinance shall prejudice the powers of the Bank to alter its memorandum and articles of
association or the powers of Royal Bank of Scotland to alter its business and objects or regulations; and nothing in this
Ordinance shall derogate from or prejudice the powers of the Bank or Royal Bank of Scotland to change its name
(whether its name at the time of the passing of this Ordinance or not), or to dispose of, or deal with, its assets or to
carry on or discontinue its business or any part thereof.




Cap 1138 - ROYAL BANK OF SCOTLAND ORDINANCE 9

Section: 21 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: 22 Costs of Ordinance 30/06/1997


All costs, charges and expenses preliminary to, and of and incidental to, the preparation, obtaining and passing
of this Ordinance shall be paid by the Bank.