### CITIC Ka Wah Bank Limited (Merger) Ordinance 《中信嘉華銀行有限公司(合併)條例》

11. Pensions, provident funds and gratuity benefits
(1) The deeds and rules constituting or relating to the occupational retirement scheme established in Hong Kong and known as The Ka Wah Bank Group Provident Fund and the provident fund scheme established in Hong Kong and known as the AIA-JF Premium Mandatory Provident Fund Scheme (友邦怡富強積金優越計劃), and the gratuity benefits payable by CITIC Ka Wah 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 CITIC Ka Wah Bank there were substituted a reference to Hongkong Chinese Bank in respect of officers or employees of CITIC Ka Wah Bank who become officers or employees of Hongkong Chinese Bank by virtue only of this Ordinance.
(2) No officer or employee of CITIC Ka Wah Bank who becomes an officer or employee of Hongkong Chinese Bank by virtue of this Ordinance shall, by virtue only of this Ordinance, be entitled to participate in the provident fund scheme established in Hong Kong and known as the Zurich-Chinese Bank MPF Scheme—PremierDELUXE (蘇黎世華人銀行強積金計劃——顯赫之選), any provident fund schemes of or gratuity payments payable by Hongkong Chinese Bank, and no existing officer or employee of Hongkong Chinese Bank shall, by virtue only of this Ordinance, be entitled to participate in The Ka Wah Bank Group Provident Fund or the AIA-JF Premium Mandatory Provident Fund Scheme (友邦怡富強積金優越計劃) or any other occupational retirement scheme of, provident fund scheme of, or gratuity benefits payable by CITIC Ka Wah Bank.

12. Waiver of prohibition of merger
(1) Any provision contained in any contract or other document to which Hongkong Chinese Bank or CITIC Ka Wah 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 CITIC Ka Wah Bank in Hongkong Chinese Bank 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 CITIC Ka Wah Bank in Hongkong Chinese Bank, and to which Hongkong Chinese Bank or CITIC Ka Wah Bank or any of their respective subsidiaries is a party, shall be deemed by this Ordinance to have been waived.

### CITIC Ka Wah Bank Limited (Merger) Ordinance 《中信嘉華銀行有限公司(合併)條例》

13. Evidence: books and documents
(1) All books and other documents which would, before the appointed day, have been evidence in respect of any matter for or against CITIC Ka Wah Bank shall be admissible in evidence in respect of the same matter for or against Hongkong Chinese Bank.
(2) In this section, documents (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap. 8).

14. 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 CITIC Ka Wah Bank deemed to be vested in Hongkong Chinese Bank by virtue of this Ordinance, and to entries made in those records before the appointed day, as if such records were the records of Hongkong Chinese Bank.
(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 Hongkong Chinese Bank by virtue of this Ordinance shall be deemed to have been the ordinary banker’s records of Hongkong Chinese 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) For the purposes of sections 40 and 41 of the Evidence Ordinance (Cap. 8), documents previously in the custody or control of CITIC Ka Wah Bank shall by virtue of this Ordinance be deemed to be documents previously in the custody or control of Hongkong Chinese Bank.
(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).

### CITIC Ka Wah Bank Limited (Merger) Ordinance 《中信嘉華銀行有限公司(合併)條例》

18. Saving for companies
Nothing in this Ordinance shall prejudice the powers of Hongkong Chinese Bank 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 CITIC Ka Wah Bank to alter its articles of association or to dispose of, or deal with, its property, security interests or liabilities before the appointed day.
(Amended 28 of 2012 ss. 912 & 920)

19. Saving
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.

### Mizuho Corporate Bank, Ltd. (Hong Kong Consolidation) Ordinance 《Mizuho Corporate Bank, Ltd. (香港合併)條例》

1. Short title
This Ordinance may be cited as the Mizuho Corporate Bank, Ltd. (Hong Kong Consolidation) Ordinance.

2. Interpretation
(1) In this Ordinance, unless the subject or context otherwise requires—
appointed day (指定日期) means such day as may be appointed and notified pursuant to section 3, being the day on which, inter alia, the merger of IBJ into Corporate Business Bank and the change in the name of Corporate Business Bank to Mizuho Corporate Bank, Ltd. are to be effected under the laws of Japan pursuant to the consolidation agreement;
books and records (簿冊及紀錄) means any document, record (including an electronic record), report, letter or register of whatsoever nature kept by or on behalf of a person including without limitation balance sheets and any ledger, day book, cash book, account book or bank book;
consolidating bank in Hong Kong (香港合併銀行) means a consolidating bank but only in so far as the matter in question relates to its consolidating branch, and a reference to the consolidating banks in Hong Kong

3. Notice of appointed day
Corporate Business Bank shall give notice in the Gazette of the day expected to be the appointed day save that, in the event that such day proves not to be the appointed day for any reason, Corporate Business Bank shall give notice in the Gazette to that effect and shall again give notice in the Gazette of the next day expected to be the appointed day or, as the case may be, Corporate Business Bank shall give notice in the Gazette of the day which was the appointed day.

### Mizuho Corporate Bank, Ltd. (Hong Kong Consolidation) Ordinance 《Mizuho Corporate Bank, Ltd. (香港合併)條例》

4. Vesting and recognition of vesting of the consolidating branches
(1) On the appointed day—
(a) DKB Hong Kong Branch shall by virtue of this Ordinance and without further act or deed be transferred to, and vest in, Corporate Business Bank to the intent that Corporate Business Bank shall succeed to DKB Hong Kong Branch as if in all respects Corporate Business Bank were the same person in law as DKB; and
(b) IBJ Hong Kong Branch shall by virtue of this Ordinance and without further act or deed be and shall be deemed for the purpose of Hong Kong law to be transferred to, and vest in, Corporate Business Bank to the intent that Corporate Business Bank shall succeed to IBJ Hong Kong Branch as if in all respects Corporate Business Bank were the same person in law as IBJ.
(2) In relation to any matter referred to in subsection (1), subsection (1) shall be deemed to have effect for the purposes of Hong Kong law notwithstanding that neither of the consolidating banks is a company incorporated in Hong Kong.
(3) Where the transfer and vesting of any property or liabilities forming part of a consolidating branch is governed otherwise than by the laws of Hong Kong, the consolidating bank in question shall, if Corporate Business Bank so requires, as soon as is practicable after the appointed day, take all necessary steps for the purpose of securing the effective transfer and vesting thereof to and in Corporate Business Bank and, pending such transfer and vesting, shall (as regards any property governed otherwise than by the laws of Hong Kong) hold such property in trust absolutely for Corporate Business Bank.