Hong Kong Ordinances

STANDARD CHARTERED BANK (HONG KONG) LIMITED (MERGER) ORDINANCE - PREAMBLE

Preamble

WHEREAS-

   (a)  Standard Chartered Bank (Hong Kong) Limited
        渣打銀行(香港)有限公司

(hereinafter called "Standard Chartered Bank (Hong Kong)") is a company
incorporated under the laws of Hong Kong having its registered office in Hong
Kong and is a bank authorized under the Banking Ordinance ( Cap 155);

        (b)	Standard Chartered Bank (hereinafter called "Standard 
Chartered") is a company incorporated under the laws of England and Wales by
way of Royal Charter having its registered office in the United Kingdom and is
a bank authorized under the Banking Ordinance ( Cap 155) carrying on the
business of banking in Hong Kong and elsewhere;

        (c)	Manhattan Card Company Limited (hereinafter called "Manhattan 
Card Company") is a company incorporated under the laws of Hong Kong having
its registered office in Hong Kong and is a restricted licence bank authorized
under the Banking Ordinance ( Cap 155);

   (d)  Standard Chartered Finance Limited 渣打財務(香港)有限公司
        (hereinafter
called "Standard Chartered Finance") is a company incorporated under the laws
of Hong Kong having its registered office in Hong Kong;

   (e)  Standard Chartered International Trade Products Limited

        (hereinafter called "Standard Chartered International") is a company 
incorporated under the laws of Hong Kong having its registered office in Hong
Kong;

   (f)  Chartered Capital Corporation Limited (hereinafter called

"Chartered Capital") is a company incorporated under the laws of Hong Kong
having its registered office in Hong Kong;

   (g)  Standard Chartered Bank (Hong Kong), Standard Chartered,
        Manhattan Card Company, Standard Chartered Finance,
        Standard Chartered  International and Chartered Capital are members of
        the Standard Chartered  group of companies of which Standard Chartered
        PLC is the ultimate holding
company (hereinafter called "Standard Chartered Group");

   (h)  Standard Chartered operates through a branch in Hong Kong

(hereinafter called "Standard Chartered, Hong Kong Branch");

        (i)    for the better conduct of the businesses of the Standard 
               Chartered Group, it is expedient that the respective
               undertakings of Standard Chartered, Hong Kong Branch,
               Manhattan Card Company, Standard  Chartered Finance,
               Standard Chartered International and Chartered Capital be
               merged into, and succeeded by, Standard Chartered Bank (Hong
               Kong) and that such merger and succession should occur by means
               of a transfer of the undertakings of Standard Chartered, Hong
               Kong Branch, Manhattan Card  Company,
               Standard Chartered Finance, Standard Chartered International
               and Chartered Capital to Standard Chartered Bank (Hong Kong);

   (j)  in view of the extent of the contractual and other legal relationships
        affecting the conduct of the undertakings of Standard  Chartered, Hong
        Kong Branch, Manhattan Card Company, Standard Chartered  Finance,
        Standard Chartered International and Chartered Capital, it is
        expedient that the said undertakings be transferred to
        Standard Chartered Bank (Hong Kong) by this Ordinance without
        interference with the conduct and continuity of the respective
        businesses of Standard Chartered Bank (Hong Kong), Standard Chartered,
        Hong Kong Branch, Manhattan Card Company, Standard Chartered Finance,
        Standard Chartered International and Chartered  Capital.