Hong Kong Ordinances

INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED (MERGER) ORDINANCE - SECT 7

Supplementary provisions

Without prejudice to the generality of any other provision of this Ordinance
but subject to any provision of this Ordinance to the contrary effect, other
than in relation to the excluded property, 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 obligations entered into by,
        made with, given to or by or addressed to Belgian Bank, Hong Kong
        Branch or (in so far as they are) entered into by, made with, given to
        or by or addressed to Belgian Bank (and in any such case where the
        rights, liabilities or any chose in action, under or established by
        such instruments form part of any undertakings), (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—

        (i)    ICBC (Asia) had been a party thereto instead of Belgian Bank,
               Hong Kong Branch or, as the case may be, Belgian Bank;

        (ii)   for any reference (however worded and whether express or
               implied) to Belgian Bank, Hong Kong Branch or, as the case may
               be, Belgian  Bank there were substituted, as respects anything
               falling to be done on or after the appointed day, a reference
               to ICBC (Asia); and

        (iii)  any reference (however worded and whether express or implied)
               to the directors or to any director, officer or employee of
               Belgian Bank, Hong Kong Branch or, as the case may be,
               Belgian Bank were, as respects anything falling to be done on
               or after the appointed day, a reference to the directors of
               ICBC (Asia) or, as the case may require, to such director,
               officer or employee of ICBC (Asia) as ICBC (Asia) may appoint
               for that purpose or, in default of appointment, to the
               director, officer or employee of ICBC (Asia) who corresponds as
               nearly as may be to the first-mentioned director, officer or
               employee.

   (b)  Paragraph (a)(ii) shall, subject to section 17, apply to any statutory
        provision, to any provision of any existing contract to which
        Belgian Bank, Hong Kong Branch or, as the case may be, Belgian 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 Belgian Bank, Hong Kong Branch and a customer
        shall, on the appointed day, be transferred to ICBC (Asia) and become
        an account between ICBC (Asia) and such customer subject to the same
        conditions and incidents including, without limitation, any account
        number as theretofore; and each 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 obligations entered into by,
        made with, given to or by or addressed to Belgian Bank or, as the case
        may be, Belgian Bank, Hong Kong Branch (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 Belgian Bank, Hong Kong Branch 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 ICBC (Asia) and such
        customer: Provided that nothing in this Ordinance shall affect any
        right of ICBC (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
        Belgian Bank, Hong Kong Branch or (in so far as they are) given to or
        by Belgian Bank on behalf of Belgian Bank, Hong Kong Branch, either
        alone or jointly with another person, shall apply and have effect, on
        and from the appointed  day, as if given to or by ICBC (Asia) or, as
        the case may be, to or by ICBC (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, Belgian Bank, Hong Kong Branch
        or Belgian Bank on behalf of Belgian Bank, Hong Kong Branch, or
        payable at any place of business of Belgian Bank, Hong Kong Branch,
        whether so drawn, given, accepted, endorsed or payable 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 ICBC (Asia), or were payable at the same place of
        business of ICBC (Asia).

   (f)  The custody of any document or record, goods or other thing held by
        Belgian Bank, Hong Kong Branch as bailee shall pass to ICBC (Asia) on
        the appointed day, and the rights and obligations of Belgian Bank,
        Hong Kong Branch under any contract of bailment relating to any such
        document or record, goods or thing shall on that day become rights and
        obligations of ICBC (Asia).

   (g)  (i) Any security interest held immediately before the appointed day by
        Belgian Bank, Hong Kong Branch, or by a nominee or agent of or trustee
        for Belgian Bank, Hong Kong Branch, 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, ICBC (Asia), and be available to ICBC (Asia) (whether for
        its own benefit or, as the case may be, 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 ICBC (Asia) in accordance with the provisions of this
               Ordinance and any liability thereby secured, ICBC (Asia) shall
               be entitled to the rights and priorities and be subject to the
               obligations and incidents to which Belgian Bank, Hong Kong
               Branch 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
               Belgian Bank, Hong Kong Branch and ICBC (Asia), in respect of
               which Belgian Bank, Hong Kong Branch or ICBC (Asia), or a
               nominee or agent of or trustee for Belgian  Bank, Hong Kong
               Branch or ICBC (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 undertakings in ICBC (Asia).

        (iv)   Any security interest referred to in subparagraph (i), (ii) or

        (iii)  and which extends to future advances or future liabilities
               shall, on and from the appointed day, be available to ICBC
               (Asia) (whether for its own benefit or, as the case may be, for
               the benefit of any other person) as security for the payment of
               future advances and discharge of future liabilities to the same
               extent and in the same manner in all respects as future
               advances by, or future liabilities to, Belgian Bank, Hong Kong
               Branch or ICBC (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
               ICBC (Asia) as security for the payment or discharge of any
               liability owing to it, or to Belgian Bank, Hong Kong Branch as
               security for the payment or discharge of any liability owing to
               it, such security interest shall not become available to ICBC
               (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) ICBC (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, ICBC (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
               Belgian Bank, Hong Kong Branch 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, ICBC
               (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) ICBC (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
        Belgian Bank, Hong Kong Branch or Belgian Bank where it holds any
        right or liability on behalf of Belgian Bank, Hong Kong Branch becomes
        or is deemed to become a right or liability of ICBC (Asia), ICBC
        (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 ICBC (Asia); and any legal
        proceedings or application to any authority existing or pending
        immediately before the appointed day by or against Belgian Bank, Hong
        Kong Branch or, as the case may be, Belgian  Bank on behalf of
        Belgian Bank, Hong Kong Branch may be continued by or against ICBC
        (Asia).

   (i)  ) Where any right or liability of Belgian Bank, Hong Kong Branch or
        Belgian Bank where it holds any right or liability on behalf of
        Belgian  Bank, Hong Kong Branch was before the appointed day the
        subject of arbitral proceedings to which Belgian Bank, Hong Kong
        Branch or Belgian  Bank on behalf of Belgian Bank, Hong Kong Branch
        was a party, ICBC (Asia) shall on and from the appointed day
        automatically be substituted for Belgian Bank, Hong Kong Branch or, as
        the case may be, Belgian 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 Belgian Bank, Hong
               Kong Branch or Belgian Bank where it has obtained a judgment or
               award or had a judgment or award held against it on behalf of
               Belgian Bank, Hong Kong Branch and which is not fully satisfied
               before the appointed day shall on that day, to the extent to
               which it is enforceable by or against Belgian Bank, Hong Kong
               Branch or Belgian Bank on behalf of Belgian Bank, Hong Kong
               Branch, become enforceable by or against ICBC (Asia).

   (j)  Any court order which applies to Belgian Bank, Hong Kong Branch or to
        Belgian Bank on behalf of Belgian Bank, Hong Kong Branch shall on and
        from the appointed day apply to ICBC (Asia) instead of to Belgian 
        Bank, Hong Kong Branch, or as the case may be, Belgian 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 Belgian Bank, Hong Kong Branch or
        Belgian Bank on behalf of Belgian Bank, Hong Kong Branch, whether
        alone or with others, before the appointed day.

   (l)  The Privacy Commissioner may, on and from the appointed day, exercise
        in respect of ICBC (Asia) any power under the Personal Data 
        (Privacy) Ordinance ( Cap 486) which he could have immediately before
        the appointed day exercised in respect of Belgian Bank, Hong Kong
        Branch in respect of a breach or alleged breach by Belgian Bank, Hong
        Kong Branch of that Ordinance or the data protection principles; but
        the transfer to, and vesting in, ICBC (Asia) by this Ordinance of the
        undertakings and any disclosure to ICBC (Asia) of any information in
        contemplation or as a result thereof shall not amount to a breach of
        any duty of confidentiality to which Belgian Bank, Hong Kong Branch is
        subject immediately before the appointed day or to a contravention by
        ICBC (Asia) or Belgian Bank, Hong Kong Branch of the
        Personal Data (Privacy) Ordinance ( Cap 486) or the data 
        protection principles.