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

13. Interests in land
(1) The vesting and deemed vesting in Corporate Business Bank of an interest in land by virtue of this Ordinance shall not—
(a) constitute an acquisition, disposal, 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) 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
(d) operate as a breach of covenant or condition against alienation; or
(e) give rise to any forfeiture, damages or other right of action; or
(f) invalidate or discharge any contract or security interest; or
(g) operate so as to merge any leasehold interest in the reversion expectant on it; 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 a consolidating bank in Hong Kong (whether alone or with any other person) shall be construed and have effect on and from the appointed day as if Corporate Business Bank had been entered on the land register instead of such consolidating bank.

14. Completion and deduction of title of property
To enable Corporate Business Bank to complete title, if thought fit, to any property transferred to it or 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 or assignation, conveyance, transfer or, as the case may be, general disposition of such property in favour of Corporate Business Bank.

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

15. Accounting treatment of Corporate Business Bank and the consolidating banks in Hong Kong
(1) On and from the appointed day, by virtue of this Ordinance and notwithstanding the provisions of any other Ordinance, the balance sheets and profit and loss accounts of the consolidating banks in Hong Kong and Corporate Business Bank for the financial year of each of the consolidating banks and Corporate Business Bank in which the appointed day falls shall be prepared in all respects as if the consolidating branches had vested or been deemed to have vested in Corporate Business Bank pursuant to section 4 on the first day of such financial year.
(2) Without prejudice to the generality of subsection (1), any profits or losses of the consolidating banks in Hong Kong earned or incurred after the beginning of the financial year of the consolidating banks in Hong Kong in which the appointed day shall occur, shall on and from the appointed day, by virtue of this Ordinance, be treated for all purposes as profits or, as the case may be, losses, of Corporate Business Bank.

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

16. Taxation and revenue matters
(1) For the purposes of the Inland Revenue Ordinance (Cap. 112), on and from the appointed day Corporate Business Bank shall be treated as if it were the continuation of and the same person in law as the consolidating banks in Hong Kong.
(2) Accordingly (and without affecting the generality of subsection (1))—
(a) a vesting or deemed vesting in Corporate Business Bank of any property or liabilities by virtue of this Ordinance does not constitute a sale or other disposal of or a change in the nature of that property or the liability for any purpose under the Inland Revenue Ordinance (Cap. 112);
(b) the aggregate amount of any losses sustained by the consolidating banks in Hong Kong which are capable of but have not been carried forward and set off against assessable profits of the consolidating banks in Hong Kong for the purposes of section 19C of the Inland Revenue Ordinance (Cap. 112) as at the end of the last complete financial year of the consolidating banks in Hong Kong are deemed to be losses of Corporate Business Bank and, accordingly, available for set off against the assessable profits of Corporate Business Bank (or Corporate Business Bank’s share of assessable profits of a partnership in which it is a partner) for the purposes of that Ordinance.
(3) The profits or losses of the consolidating banks in Hong Kong treated as profits or losses of Corporate Business Bank in accordance with section 15(2)—
(a) shall not be taken into account for the purpose of computing the profits or losses of the consolidating banks in Hong Kong which are chargeable to tax under Part 4 of the Inland Revenue Ordinance (Cap. 112) for any year of assessment; and
(b) shall be taken into account for the purpose of computing the profits or losses of Corporate Business Bank which are chargeable to tax under Part 4 of the Inland Revenue Ordinance (Cap. 112) for the year of assessment the basis period for which includes the appointed day. (Amended E.R. 1 of 2012)

17. Saving for enactments concerning banking institutions
Nothing in this Ordinance shall exempt a consolidating bank or Corporate Business Bank or any subsidiary of a consolidating bank or Corporate Business Bank from the provisions of any enactment regulating the carrying on of the business of any of them.

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

18. Saving for companies
Nothing in this Ordinance shall prejudice the powers of any consolidating bank, or Corporate Business Bank, or any other member of the Mizuho Financial Group to alter its articles of incorporation or other constitutive documents 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 IBJ to dispose of, or deal with, its property, security interests or liabilities before its dissolution on the appointed day.

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.

### Bank of China (Hong Kong) Limited (Merger) Ordinance 《中國銀行(香港)有限公司(合併)條例》

1. Short title
This Ordinance may be cited as the Bank of China (Hong Kong) Limited (Merger) Ordinance.