### Standard Chartered Bank (Hong Kong) Limited (Merger) Ordinance 《渣打銀行(香港)有限公司(合併)條例》

5. Vesting of the undertakings in Standard Chartered Bank (Hong Kong)
(1) On the appointed day the undertakings shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest in, Standard Chartered Bank (Hong Kong) to the intent that Standard Chartered Bank (Hong Kong) shall succeed to the undertakings as if in all respects Standard Chartered Bank (Hong Kong) were the same person in law as the relevant transferring entity.
(2) Where the transfer and vesting of any property and liabilities is governed otherwise than by the laws of Hong Kong, the transferring entity in question shall, if Standard Chartered Bank (Hong Kong) so requires, so soon as is practicable after the appointed day, take all necessary steps for securing the effective transfer and vesting thereof in Standard Chartered Bank (Hong Kong) and, pending such transfer and vesting, the transferring entity in question shall hold any such property and liabilities in trust absolutely for Standard Chartered Bank (Hong Kong).

### Standard Chartered Bank (Hong Kong) Limited (Merger) Ordinance 《渣打銀行(香港)有限公司(合併)條例》

6. Trust property
(1) Any property vested or deemed to be vested in Standard Chartered Bank (Hong Kong) by virtue of this Ordinance which immediately prior to the appointed day was held by a transferring entity, 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 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 Standard Chartered Bank (Hong Kong) 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 forming part of the undertakings became vested in a transferring entity, in any such fiduciary capacity as is referred to in subsection (1), and any provision in such instrument or order, or any existing contract or arrangement, for the payment to, or retention by, a transferring entity 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 the transferring entity not being a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, the transferring entity, there were substituted a reference to Standard Chartered Bank (Hong Kong) provided always that this subsection shall not prevent Standard Chartered Bank (Hong Kong) from varying the remuneration or scale of fees payable in accordance with the terms of the relevant instrument or order.

### Standard Chartered Bank (Hong Kong) Limited (Merger) Ordinance 《渣打銀行(香港)有限公司(合併)條例》

11. Contracts of employment
(1) Section 8(a) shall apply to a contract for the employment of any person by a transferring entity and employment with a transferring entity and Standard Chartered Bank (Hong Kong) under any such contract shall be deemed for all purposes to be a single continuing employment.
(2) No director, secretary or auditor of a transferring entity shall by virtue only of this Ordinance become a director, secretary or auditor, as the case may be, of Standard Chartered Bank (Hong Kong).

### Standard Chartered Bank (Hong Kong) Limited (Merger) Ordinance 《渣打銀行(香港)有限公司(合併)條例》

12. Pensions, provident funds and gratuity benefits
(1) The deeds and rules constituting or relating to the pension fund schemes and the provident fund schemes established for the benefit of employees of the transferring entities, and the gratuity benefits payable by the transferring entities, 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 the transferring entities there were substituted a reference to Standard Chartered Bank (Hong Kong).
(2) No officer or employee of a transferring entity who becomes an officer or employee of Standard Chartered Bank (Hong Kong) by virtue of this Ordinance shall, by virtue only of this Ordinance, be entitled to participate in any pension fund scheme of, provident fund scheme of, or gratuity benefits payable by Standard Chartered Bank (Hong Kong), and no existing officer or employee of Standard Chartered Bank (Hong Kong) shall, by virtue only of this Ordinance, be entitled to participate in any pension fund scheme of, provident fund scheme of, or gratuity benefits payable by a transferring entity.

13. Waiver of prohibition of merger
(1) Any provision contained in any contract or other document to which a transferring entity or Standard Chartered Bank (Hong Kong) or any of their respective subsidiaries is a party or to which Standard Chartered is a party but the rights, liabilities or any chose in action under or established by such contract or other document forms part of the undertaking of a transferring entity which prohibits or has the effect of prohibiting the transfer and vesting or deemed transfer and vesting of any of the undertakings of the transferring entities in Standard Chartered Bank (Hong Kong) shall be deemed by this Ordinance to have been waived.
(2) Any provision contained in any contract or other document or other agreement to the effect that a breach of contract or a default shall occur or be deemed to occur as a result of the transfer and vesting or deemed transfer and vesting of any of the undertakings of the transferring entities in Standard Chartered Bank (Hong Kong), and to which a transferring entity or Standard Chartered Bank (Hong Kong) or any of their respective subsidiaries is a party or to which Standard Chartered is a party but the rights, liabilities or any chose in action under or established by such contract or other document or other agreement forms part of the undertaking of a transferring entity, shall be deemed by this Ordinance to have been waived.

14. Evidence: books and documents
(1) All books and other documents which would, prior to the appointed day, have been evidence in respect of any matter for or against a transferring entity shall be admissible in evidence in respect of the same matter for or against Standard Chartered Bank (Hong Kong).
(2) In this section, documents (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap. 8).

### Standard Chartered Bank (Hong Kong) Limited (Merger) Ordinance 《渣打銀行(香港)有限公司(合併)條例》

15. Part III of Evidence Ordinance (Cap. 8)
(1) On and from the appointed day, Part III of the Evidence Ordinance (Cap. 8) shall apply to the banker’s records of the transferring banks vested or deemed to be vested in Standard Chartered Bank (Hong Kong) by virtue of this Ordinance, and to entries made in those records prior to the appointed day, as if such records were the records of Standard Chartered Bank (Hong Kong).
(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 Standard Chartered Bank (Hong Kong) by virtue of this Ordinance shall be deemed to have been the ordinary banker’s records of Standard Chartered Bank (Hong Kong) at the time of the making of an entry therein which purports to have been made prior to 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 the transferring entities shall by virtue of this Ordinance be deemed to be documents previously in the custody or control of Standard Chartered Bank (Hong Kong).
(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).