Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 1

Chapter: 1170 THE BANK OF EAST ASIA, LIMITED (MERGER)
ORDINANCE

Gazette Number Version Date


Long title 34 of 2001 28/12/2001


An Ordinance to provide for the vesting in The Bank of East Asia, Limited of the undertaking of First Pacific Bank
Limited and for other related purposes.


[28 December 2001]


(Originally 34 of 2001)

Preamble 34 of 2001 28/12/2001


WHEREAS-
(a) The Bank of East Asia, Limited (hereinafter called "Bank of East Asia") is a company incorporated under

the laws of Hong Kong having its registered office in Hong Kong and, is a bank licensed under the Banking
Ordinance (Cap 155) carrying on the business of banking in Hong Kong;

(b) First Pacific Bank Limited (hereinafter called "First Pacific Bank") is a company incorporated under the
laws of Hong Kong having its registered office in Hong Kong and, is a bank licensed under the Banking
Ordinance (Cap 155) carrying on the business of banking in Hong Kong;

(c) First Pacific Bank is a wholly owned subsidiary of Bank of East Asia;
(d) for the better conduct of the business of Bank of East Asia and First Pacific Bank, it is expedient that their

respective undertakings be merged and that such merger should occur by means of a transfer of the
undertaking of First Pacific Bank to Bank of East Asia; and

(e) in view of the extent of the contractual and other legal relationships affecting the conduct of the undertaking
of First Pacific Bank, it is expedient that the said undertaking be transferred to Bank of East Asia by this
Ordinance without interference with the conduct and continuity of the respective businesses of First Pacific
Bank and Bank of East Asia.


Section: 1 Short title 34 of 2001 28/12/2001


This Ordinance may be cited as The Bank of East Asia, Limited (Merger) Ordinance.

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


(1) In this Ordinance, unless the subject or context otherwise requires-
"appointed day" (指定日期) means such day as may be appointed pursuant to section 3;
"Bank of East Asia" (東亞銀行) means The Bank of East Asia, Limited;
"customer" (客戶) means any person having a banking account or other dealing, transaction or arrangement with First

Pacific Bank;
"data protection principles" (保障資料原則) means the data protection principles set out in Schedule 1 to the

Personal Data (Privacy) Ordinance (Cap 486);
"excluded property" (除外財產) means-

(a) the common seal of First Pacific Bank;
(b) documents (other than accounting records) required to be kept by First Pacific Bank pursuant to 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)

(c) the issued share capital of First Pacific Bank represented by the paid-up shares beneficially owned by
Bank of East Asia;

"existing" (現有) means existing, outstanding or in force immediately before the appointed day;
"First Pacific Bank" (第一太平銀行) means First Pacific Bank Limited;



Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 2

"liabilities" (法律責任) includes duties and obligations of every description (whether present or future, actual or
contingent);

"Privacy Commissioner" (私隱專員) means the Privacy Commissioner for Personal Data established under section
5(1) of the Personal Data (Privacy) Ordinance (Cap 486);

"property" (財產) means property and assets of every description wheresoever situate and rights of every description
(whether present or future, actual or contingent), and includes property held on trust or in a fiduciary capacity
and security interests, benefits and powers of every description but does not include the excluded property;

"security interest" (抵押權益) includes a mortgage or charge (whether legal or equitable and including any sub-
mortgage), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive),
hypothecation, assignment by way of security, indemnity, right of set-off, flawed asset arrangement, agreement
or undertaking (whether in writing or not) or other means (in each case made, granted, arising or subsisting
under any applicable law) of securing payment or discharge of a debt or liability (whether present or future,
actual or contingent);

"undertaking" (業務) means the business and all existing property, reserves and liabilities of First Pacific Bank of
whatsoever nature other than the excluded property;

"will" (遺囑) includes a codicil and any other testamentary writing.
(2) Any reference in this Ordinance to property or liabilities of First Pacific Bank is a reference to property or

liabilities to which First Pacific Bank 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 First Pacific Bank, and whether First Pacific Bank is entitled to such property or subject to such liabilities
under the laws of Hong Kong or under the laws of any country, territory or place outside Hong Kong.

(3) Any body politic or corporate and any other person or persons whose rights are affected by any of the
provisions of this Ordinance shall be deemed to be mentioned herein.
_________________________________________________________________________________
Note:
* Commencement date : 3 March 2014.

Section: 3 Notice of appointed day 34 of 2001 28/12/2001


(1) The directors of First Pacific Bank may appoint a day for the purposes of this Ordinance.
(2) First Pacific Bank and Bank of East Asia shall give joint notice in the Gazette stating the day so appointed

save that, in the event that such day proves not to be the appointed day for any reason, First Pacific Bank and Bank of
East Asia shall give joint notice in the Gazette to that effect and shall again give joint notice in the Gazette stating the
next day so appointed or, as the case may be, the day which was the appointed day.

Section: 4 Change of name, reduction of capital and revocation of

banking licence
34 of 2001 28/12/2001



(1) On the appointed day, by virtue of this Ordinance-
(a) the name of First Pacific Bank shall, in accordance with this section, be changed to "BEA Pacific

Limited";
(b) the authorized and issued share capital of First Pacific Bank shall be reduced to $1000 comprising 10

ordinary shares of $100 each and 10799990 ordinary shares of $100 each shall be cancelled; and
(c) the banking licence of First Pacific Bank shall, in accordance with Part V of the Banking Ordinance

(Cap 155), be revoked on and from a day to be appointed by the Monetary Authority which day shall
be published in the Gazette.

(2) Not later than 7 days before the appointed day, First Pacific Bank shall deliver to the Registrar of
Companies a copy of this Ordinance together with a minute, signed by a director or the secretary of First Pacific Bank
confirming the reduction of share capital and cancellation of shares referred to in subsection (1).

(3) The Registrar of Companies shall, pursuant to this Ordinance, register the copy of the Ordinance and the
minute delivered to him pursuant to subsection (2) and on the appointed day-

(a) shall enter the new name of First Pacific Bank in the register in place of its former name and issue to
First Pacific Bank a certificate of incorporation on change of name stating First Pacific Bank's new
name; and



Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 3

(b) shall certify under his hand the registration of the Ordinance and the minute which certificate shall be
conclusive evidence of the reduction of the authorized and issued share capital of First Pacific Bank.


Section: 5 Vesting of the undertaking in Bank of East Asia 34 of 2001 28/12/2001


(1) On the appointed day the undertaking shall, by virtue of this Ordinance and without further act or deed, be
transferred to, and vest in, Bank of East Asia to the intent that Bank of East Asia shall succeed to the whole
undertaking as if in all respects Bank of East Asia were the same person in law as First Pacific Bank.

(2) Where the transfer and vesting of any property and liabilities situate in any country, territory or place
outside Hong Kong and forming part of the undertaking is governed otherwise than by the laws of Hong Kong, First
Pacific Bank shall, if Bank of East Asia so requires, so soon as is practicable after the appointed day, take all
necessary steps for securing the effective transfer and vesting thereof in Bank of East Asia and, pending such transfer
and vesting, First Pacific Bank shall hold any such property in trust absolutely for Bank of East Asia.

Section: 6 Trust property and wills 34 of 2001 28/12/2001


(1) Any property which immediately before the appointed day was held by First Pacific Bank, whether alone or
jointly with any other person, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement, will or
other instrument (whether originally so appointed or not, and whether appointed under hand or seal, or by order of any
court or otherwise), or as executor of the will, or administrator of the estate, of a deceased person or 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
Bank of East 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
First Pacific Bank, in any such fiduciary capacity as is referred to in subsection (1) (including in the case of a will any
grant of probate thereof), and any provision in such instrument or order, or any existing contract or arrangement, for
the payment to, or retention by, First Pacific Bank 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 First Pacific Bank not being a reference (however worded and whether express or implied) to
terms and conditions of, or to a scale of fees of, First Pacific Bank, there were substituted a reference to Bank of East
Asia provided always that this subsection shall not prevent Bank of East Asia from varying the remuneration or scale
of fees payable in accordance with the terms of the relevant instrument or order.

(3) Any will made before the appointed day which has not been proved in Hong Kong before the appointed
day, and any will made on or after the appointed day, being a will which appoints First Pacific Bank to be an executor,
trustee or recipient of any property as trustee, shall, on and from the appointed day, be construed and have effect as if
for any reference therein to First Pacific Bank as such executor, trustee or recipient or otherwise in connection with
such appointment, not being a reference (however worded and whether express or implied) to terms and conditions of,
or to a scale of fees of, First Pacific Bank, there were substituted a reference to Bank of East Asia.

(4) No testamentary gift shall be adeemed by reason only of the operation of any of the provisions of this
Ordinance.

Section: 7 Supplementary provisions 34 of 2001 28/12/2001


Without prejudice to the generality of any other provision of this Ordinance but subject to any provision of this
Ordinance to the contrary effect, the following provisions of this section shall have effect-

(a) All existing contracts, agreements, insurance policies, options, novations, certificates, awards, land
grants, conveyances, deeds, leases, licences, notices, permits, guarantees, documents granting or
comprising any security interest, bonds, indemnities, mandates, instructions and other instruments and
undertakings entered into by, made with, given to or by or addressed to First Pacific Bank (whether
alone or with any other person and whether as principal or agent and whether in writing or not), other
than those entered into by, made with, given to or by or addressed to First Pacific Bank in relation to
the excluded property, shall be construed and have effect on and from the appointed day as if-
(i) Bank of East Asia had been a party thereto instead of First Pacific Bank;
(ii) for any reference (however worded and whether express or implied) to First Pacific Bank there

were substituted, as respects anything falling to be done on or after the appointed day, a reference



Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 4

to Bank of East Asia; and
(iii) any reference (however worded and whether express or implied) to the directors or to any

director, officer or employee of First Pacific Bank were, as respects anything falling to be done
on or after the appointed day, a reference to the directors of Bank of East Asia or, as the case
may require, to such director, officer or employee of Bank of East Asia as Bank of East Asia may
appoint for that purpose or, in default of appointment, to the director, officer or employee of
Bank of East Asia who corresponds as nearly as may be to the first-mentioned director, officer or
employee.

(b) Paragraph (a)(ii) shall, subject to the provisions of section 16, apply to any statutory provision, to any
provision of any existing contract to which First Pacific Bank was not a party and to any provision of
any other existing document (not being a contract or a will) as they apply to a contract to which that
paragraph applies.

(c) Any account between First Pacific Bank and a customer shall, on the appointed day, be transferred to
Bank of East Asia and become an account between Bank of East Asia and such 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; and any existing contracts, agreements, insurance policies, options,
novations, certificates, awards, land grants, conveyances, deeds, leases, licences, notices, permits,
guarantees, documents granting or comprising any security interest, bonds, indemnities, mandates,
instructions and other instruments and undertakings entered into by, made with, given to or by or
addressed to First Pacific Bank (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 any reference (however worded and whether express or implied) to such account between First
Pacific Bank and a customer there were substituted, as respects anything falling to be done on or after
the appointed day, and so far as the context permits, a reference to the continuing account between
Bank of East Asia and such customer:

Provided that nothing in this Ordinance shall affect any right of Bank of East Asia or of any
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 (whether in writing or not and whether or not in relation to an account) given to or by First
Pacific Bank, either alone or jointly with another

person, shall apply and have effect, on and from the appointed day, as if given to or by Bank of East Asia
or, as the case may be, to or by Bank of East Asia jointly with such other person.

(e) Any negotiable instrument or order for payment of money drawn on, or given to, or accepted or
endorsed by, First Pacific Bank, or payable at any place of business of First Pacific Bank, 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 Bank
of East Asia, or were payable at the same place of business of Bank of East Asia.

(f) The custody of any document or record, goods or other thing held by First Pacific Bank as bailee shall
pass to Bank of East Asia on the appointed day, and the rights and obligations of First Pacific Bank
under any contract of bailment relating to any

such document or record, goods or thing shall on that day become rights and obligations of Bank of East
Asia.

(g) (i) Any security interest held immediately before the appointed day by First Pacific Bank, or by a
nominee or agent of or trustee for First Pacific Bank, as security for the payment or discharge of
any liability shall, on and from the appointed day, be held by, or, as the case may require, by that
nominee, agent or trustee for, Bank of East Asia, and be available to Bank of East Asia (whether
for its own benefit or for the benefit of any other person) as security for the payment or discharge
of that liability.

(ii) In relation to any security interest vested or deemed to be vested in Bank of East Asia in
accordance with the provisions of this Ordinance and any liability thereby secured, Bank of East
Asia shall be entitled to the rights and priorities and be subject to the obligations and incidents to
which First Pacific Bank would have been entitled and subject if it had continued to hold the
security interest.

(iii) Without prejudice to the generality of subparagraph (ii), in any case where any existing liability
subsists between First Pacific Bank and Bank of East Asia in respect of which First Pacific Bank



Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 5

or Bank of East Asia, or a nominee or agent of or trustee for First Pacific Bank or Bank of East
Asia holds a security interest, that liability shall, for the purpose of enforcing or realizing that
security interest, be deemed to continue in effect notwithstanding the vesting of the undertaking
in Bank of East Asia.

(iv) Any security interest referred to in subparagraph (i), (ii) or (iii) and which extends to future
advances or liabilities shall, on and from the appointed day, be available to Bank of East Asia
(whether for its own benefit or for the benefit of any other person) as security for the payment or
discharge of future advances and liabilities to the same extent and in the same manner in all
respects as future advances by, or liabilities to, First Pacific Bank or Bank of East Asia were
secured thereby immediately before that day.

(v) Notwithstanding subparagraph (i), where immediately before the appointed day any security
interest would not be available to Bank of East Asia as security for the payment or discharge of
any liability owing to it, or to First Pacific Bank as security for the payment or discharge of any
liability owing to it, such security interest shall not become available to Bank of East Asia as
security for such liability on and from the appointed day by virtue of this Ordinance, unless-
(A) the terms of such security interest expressly provide otherwise;
(B) Bank of East Asia obtains the written consent of the person or persons who granted such

security interest; or
(C) such security interest arises at general law.

(vi) Notwithstanding subparagraph (ii), where immediately before the appointed day, Bank of East
Asia would not, in respect of any liability owing to it, be entitled to the rights and priorities in
relation to any security interest then in existence, or First Pacific Bank would not, in respect of
any liability owing to it, be entitled to the rights and priorities in relation to any security interest
then in existence, Bank of East Asia shall not, in respect of such liability, be entitled to such
rights and priorities on and from the appointed day by virtue of this Ordinance, unless-
(A) the terms of such security interest expressly provide otherwise;
(B) Bank of East Asia obtains the written consent of the person or persons who granted such

security interest; or
(C) such security interest arises at general law.

(h) (i) Where by virtue of this Ordinance any right or liability of First Pacific Bank becomes or is
deemed to become a right or liability of Bank of East Asia, Bank of East 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 Bank of East Asia; and any legal
proceedings or application to any authority existing or pending immediately before the appointed
day by or against First Pacific Bank may be continued by or against Bank of East Asia.

(ii) Where any right or liability of First Pacific Bank was before the appointed day the subject of
arbitral proceedings to which First Pacific Bank was a party, Bank of East Asia shall on and from
the appointed day automatically be substituted for First Pacific Bank as a party to those
proceedings, without the need for consent from any other party or from the arbitrator.

(i) Any judgment or award obtained by or against First Pacific Bank and not fully satisfied before the
appointed day shall on that day, to the extent to which it is enforceable by or against First Pacific
Bank, become enforceable by or against Bank of East Asia.

(j) Any court order which applies to First Pacific Bank shall on and from the appointed day apply to Bank
of East Asia instead of to First Pacific Bank.

(k) 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 First Pacific Bank, whether alone
or with others, before the appointed day.

(l) The Privacy Commissioner may, on and from the appointed day, exercise in respect of Bank of East
Asia any power under the Personal Data (Privacy) Ordinance (Cap 486) which he could have
immediately before the appointed day exercised in respect of First Pacific Bank in respect of a breach
or alleged breach by First Pacific Bank of that Ordinance or the data protection principles; but the
transfer to, and vesting in, Bank of East Asia by this Ordinance of the undertaking of First Pacific
Bank and any disclosure to Bank of East Asia of any information in contemplation or as a result



Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 6

thereof shall not amount to a breach of any duty of confidentiality to which First Pacific Bank is
subject immediately before the appointed day or to a contravention by Bank of East Asia or First
Pacific Bank of the Personal Data (Privacy) Ordinance (Cap 486) or the data protection principles.


Section: 8 Accounting treatment of First Pacific Bank and Bank of

East Asia
34 of 2001 28/12/2001



(1) On and from the appointed day, by virtue of this Ordinance and notwithstanding the provisions of any other
Ordinance-

(a) the balance sheets and profit and loss accounts of First Pacific Bank and Bank of East Asia for the
accounting period of each company in which the appointed day falls shall be prepared in all respects as
if the undertaking had vested in Bank of East Asia pursuant to section 5 on the first day of such
accounting period of Bank of East Asia;

(b) all assets and liabilities of First Pacific Bank shall be transferred to Bank of East Asia at their carrying
value in the consolidated accounts of the group including First Pacific Bank and Bank of East Asia on
the first day of such accounting period of Bank of East Asia;

(c) every existing reserve of First Pacific Bank as consolidated in the group accounts including First
Pacific Bank and Bank of East Asia on the first day of such accounting period of Bank of East Asia
shall be transferred to and for all purposes be and become a reserve of Bank of East Asia; and

(d) the amount, description and character of every reserve of Bank of East Asia which shall come into
being pursuant to paragraph (c) shall be the same in all respects as those of the corresponding existing
reserve of First Pacific Bank immediately before the first day of such accounting period of Bank of
East Asia, and all enactments and rules of law shall apply to or in respect of every such reserve of
Bank of East Asia in the same manner in all respects as they applied to or in respect of the
corresponding existing reserve of First Pacific Bank immediately before the first day of such
accounting period of Bank of East Asia.

(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)
and, without prejudice to the generality of the foregoing, every such reference shall include a reference to any sums
standing to the credit (or debit) of any profit and loss account.

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

Section: 9 Contracts of employment 34 of 2001 28/12/2001


(1) Section 7(a) shall apply to a contract for the employment of any person by First Pacific Bank and
employment with First Pacific Bank and Bank of East Asia under any such contract shall be deemed for all purposes
to be a single continuing employment.

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

Section: 10 Pensions, provident funds and gratuity benefits 34 of 2001 28/12/2001


(1) The deeds and rules constituting or relating to the pension fund scheme established in Hong Kong and
known as the AIA Retirement Fund Scheme and the provident fund scheme established in Hong Kong and known as
the BEA (MPF) Master Trust Scheme, and the gratuity benefits payable by First Pacific Bank 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 First
Pacific Bank there were substituted a reference to Bank of East Asia.

(2) No officer or employee of First Pacific Bank who becomes an officer or employee of Bank of East Asia by
virtue of this Ordinance shall, by virtue only of this Ordinance, be entitled to participate in any pension or provident
fund or schemes of or gratuity payments payable by Bank of East Asia, and no existing officer or employee of Bank of
East Asia shall, by virtue only of this Ordinance, be entitled to participate in the AIA Retirement Fund Scheme or the
BEA (MPF) Master Trust Scheme or any other pension fund scheme of, provident fund scheme of, or gratuity benefits



Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 7

payable by First Pacific Bank.

Section: 11 Waiver of prohibition of merger 34 of 2001 28/12/2001


(1) Any provision contained in any contract or other document to which Bank of East Asia or First Pacific
Bank or any of their respective subsidiaries is a party which prohibits or has the effect of prohibiting the transfer and
vesting or deemed transfer and vesting of the undertaking of First Pacific Bank 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 of First
Pacific Bank in Bank of East Asia, and to which Bank of East Asia or First Pacific Bank or any of their respective
subsidiaries is a party, shall be deemed by this Ordinance to have been waived.

Section: 12 Evidence: books and documents 34 of 2001 28/12/2001


(1) All books and other documents which would, before the appointed day, have been evidence in respect of
any matter for or against First Pacific Bank 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).

Section: 13 Part III of Evidence Ordinance (Cap 8) 34 of 2001 28/12/2001


(1) On and from the appointed day, Part III of the Evidence Ordinance (Cap 8) shall apply to the banker's
records of First Pacific Bank 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 First Pacific Bank 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" (銀行紀錄) shall be construed in accordance with section 2 of the
Evidence Ordinance (Cap 8).

Section: 14 Evidence of vesting and transfer 34 of 2001 28/12/2001


(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 First Pacific Bank
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 First Pacific Bank 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 First Pacific Bank, 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 First Pacific Bank 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 First Pacific Bank in that property is vested in Bank of
East Asia under this Ordinance;



Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 8

(c) where there is any other transaction or purported transaction by Bank of East Asia or First Pacific
Bank on or after the appointed day in connection with, or in relation to, any property or liabilities
which are property or liabilities of First Pacific Bank 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 is the
property or liabilities of First Pacific Bank) is or, as the case may be, is 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) or (d) shall affect the liability of First Pacific Bank and Bank of East Asia to
the other of them in respect of anything done, or purporting to have been done, by either of them in connection with,
or in relation to, any property or liabilities.

(4) In subsection (2)-
(a) "convey" (轉易) includes mortgage, charge, lease, assent, vest by way of vesting declaration or

vesting instrument, disclaim, release or otherwise assure; and
(b) "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 a 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).

(5) Nothing in this section applies to any property falling within section 5(2).

Section: 15 Interests in land 16 of 2004 09/07/2004


(1) The vesting or deemed vesting in Bank of East Asia of an interest in land by virtue of this Ordinance shall
not-

(a) constitute an acquisition, assignment, transfer or parting with possession of that interest for the
purposes of section 53(4)(a) or (7)(a) of the Landlord and Tenant (Consolidation) Ordinance (Cap 7);
or (Amended 16 of 2004 s. 16)

(b) constitute an assignment or underlease of, or an agreement to assign or underlet, that interest for the
purposes of section 6(1)(b) of the Landlord and Tenant (Consolidation) Ordinance (Cap 7); or

(c) operate so as to merge any leasehold interest in the reversion expectant on it; or
(d) constitute an assignment, transfer, devolution, parting with possession, dealing with or other

disposition of that interest for the purposes of any provision contained in any instrument concerning or
affecting that interest; or

(e) operate as a breach of covenant or condition against alienation; or
(f) give rise to any forfeiture, damages or other right of action; or
(g) invalidate or discharge any contract or security interest; or
(h) extinguish, affect, vary, diminish or postpone any priority of that interest, whether under the Land

Registration Ordinance (Cap 128), at law or in equity.
(2) All existing registration of any interest in land in the name of First Pacific Bank (whether alone or with any

other person) shall be construed and have effect on and from the appointed day as if Bank of East Asia had been
entered on the land register instead of First Pacific Bank.

(3) To enable Bank of East Asia to complete title, if thought fit, to any property transferred to it and vested or
deemed to be 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, conveyance, transfer or, as the case
may be, general disposition of such property in favour of Bank of East Asia.

(4) Bank of East Asia shall register or cause to be registered in the Land Registry a Government Printer's copy
of this Ordinance in respect of the vesting of the properties of First Pacific Bank in Bank of East Asia.

Section: 16 Saving for enactments concerning banking institutions 34 of 2001 28/12/2001


Nothing in this Ordinance shall exempt First Pacific Bank or Bank of East Asia or any subsidiary of First Pacific



Cap 1170 - THE BANK OF EAST ASIA, LIMITED (MERGER) ORDINANCE 9

Bank or Bank of East Asia from the provisions of any enactment regulating the carrying on of the business of any of
them.

Section: 17 Saving for companies L.N. 163 of 2013 03/03/2014


Nothing in this Ordinance shall prejudice the powers of Bank of East Asia to alter its articles of association or to
dispose of, or deal with, its property, security interests or liabilities or to carry on or discontinue any part of its
business; and nothing in this Ordinance shall prejudice the powers of First Pacific Bank to dispose of, or deal with, its
property, security interests or liabilities before the appointed day.

(Amended 28 of 2012 ss. 912 & 920)

Section: 18 Saving 34 of 2001 28/12/2001


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 person except such as are mentioned in this Ordinance and those
claiming by, from or under them.