### Bank of Communications (Hong Kong) Limited (Merger) Ordinance 《交通銀行(香港)有限公司(合併)條例》

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

### Bank of Communications (Hong Kong) Limited (Merger) Ordinance 《交通銀行(香港)有限公司(合併)條例》

3. Notice of appointed day
(1) The directors of Bank of Communications (Hong Kong) may appoint a day to be the appointed day for this Ordinance.
(2) Bank of Communications (Hong Kong) and Bank of Communications, Hong Kong Branch must give joint notice in the Gazette stating the day appointed to be the appointed day except that, in the event that the day appointed proves not to be the appointed day for any reason, Bank of Communications (Hong Kong) and Bank of Communications, Hong Kong Branch are required to give joint notice in the Gazette to that effect and also stating the next day appointed to be the appointed day or the day which was the appointed day.

4. Vesting of undertakings in Bank of Communications (Hong Kong)
(1) On the appointed day the undertakings are, by this Ordinance and without further act or deed, to be transferred to, and vest in, Bank of Communications (Hong Kong) to the intent that Bank of Communications (Hong Kong) is to succeed to the undertakings as if in all respects Bank of Communications (Hong Kong) were the same person in law as Bank of Communications, Hong Kong Branch.
(2) Where the transfer and vesting of any property and liabilities forming part of the undertakings is governed otherwise than by the laws of Hong Kong, Bank of Communications, Hong Kong Branch must, if Bank of Communications (Hong Kong) requires, as soon as is practicable after the appointed day, take all necessary steps for securing the effective transfer and vesting of those property and liabilities in Bank of Communications (Hong Kong) and, pending the transfer and vesting, hold any of those property and liabilities in trust absolutely for Bank of Communications (Hong Kong) from the appointed day until the transfer and vesting is effective.

### Bank of Communications (Hong Kong) Limited (Merger) Ordinance 《交通銀行(香港)有限公司(合併)條例》

9. Contracts of employment
(1) Section 6(a) applies to a contract for the employment of any person who is solely engaged in the undertakings; and employment with Bank of Communications, Hong Kong Branch and Bank of Communications (Hong Kong) under that contract is deemed for all purposes to be a single continuing employment.
(2) No director, secretary or auditor of Bank of Communications, Hong Kong Branch would become a director, secretary or auditor of Bank of Communications (Hong Kong) only because of this Ordinance.

### Bank of Communications (Hong Kong) Limited (Merger) Ordinance 《交通銀行(香港)有限公司(合併)條例》

10. Mandatory provident fund scheme
The deeds, rules and documents constituting or relating to the mandatory provident fund scheme established in Hong Kong and known as the BCOM Joyful Retirement MPF Scheme (交通銀行愉盈退休強積金計劃), and the contributions payable by Bank of Communications, Hong Kong Branch, are, on and from the appointed day, to be construed and have effect, so far as the context permits, as if for any reference in the deeds, rules or documents to Bank of Communications, Hong Kong Branch, there were substituted a reference to Bank of Communications (Hong Kong) in respect of officers or employees of Bank of Communications, Hong Kong Branch who are members of that scheme and who become officers or employees of Bank of Communications (Hong Kong) only because of this Ordinance.

11. Waiver of prohibition of merger
(1) Any provision contained in any contract, agreement or other document to which Bank of Communications, Hong Kong Branch or Bank of Communications (Hong Kong) is a party or to which Bank of Communications is a party but the rights, liabilities, interest or any chose in action under or established by that contract, agreement or other document forms part of the undertakings which prohibits or has the effect of prohibiting the transfer and vesting or deemed transfer and vesting of the undertakings to and in Bank of Communications (Hong Kong), is deemed to have been waived.
(2) Any provision contained in any contract, agreement or other document to the effect that a breach of contract or a default would occur or be deemed to occur as a result of the transfer and vesting or deemed transfer and vesting of the undertakings to and in Bank of Communications (Hong Kong), and to which Bank of Communications, Hong Kong Branch or Bank of Communications (Hong Kong) is a party or to which Bank of Communications is a party but the rights, liabilities, interest or any chose in action under or established by that contract, agreement or other document forms part of the undertakings, is deemed to have been waived.

12. 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 Bank of Communications, Hong Kong Branch or Bank of Communications would be admissible in evidence in respect of the same matter for or against Bank of Communications (Hong Kong) so far as they relate to the undertakings.
(2) In this section—
documents (文件) has the meaning given by section 46 of the Evidence Ordinance (Cap. 8).

### Bank of Communications (Hong Kong) Limited (Merger) Ordinance 《交通銀行(香港)有限公司(合併)條例》

13. Part III of Evidence Ordinance
(1) On and from the appointed day, Part III of the Evidence Ordinance (Cap. 8) is to apply to the banker’s records of Bank of Communications, Hong Kong Branch vested or deemed to be vested in Bank of Communications (Hong Kong) by this Ordinance, and to entries made in those records before the appointed day, as if those records were the records of Bank of Communications (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 Bank of Communications (Hong Kong) because of this Ordinance are deemed to have been the ordinary banker’s records of Bank of Communications (Hong Kong) at the time of the making of an entry in them which purports to have been made before the appointed day, and that entry is 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 Bank of Communications, Hong Kong Branch or Bank of Communications that relate to the undertakings are deemed to be documents previously in the custody or control of Bank of Communications (Hong Kong).
(4) In this section—
banker’s records (銀行紀錄) has the meaning given by section 2 of the Evidence Ordinance (Cap. 8).

14. Evidence of transfer and vesting
(1) The production of a Government Printer’s copy of this Ordinance is, for all purposes, conclusive evidence of the transfer and vesting or deemed transfer and vesting of the undertakings or any part of the undertakings to and in Bank of Communications (Hong Kong) under this Ordinance.
(2) Without affecting subsection (1)—
(a) a Government Printer’s copy of this Ordinance, together with evidence of publication of notice of the appointed day—
(i) operates for all purposes, in relation to any registered securities transferred to, and vested or deemed to be vested in, Bank of Communications (Hong Kong) by this Ordinance, as a duly executed instrument of transfer in respect of the transfer of those registered securities from Bank of Communications, Hong Kong Branch to Bank of Communications (Hong Kong); and
(ii) further together with a certified copy of any resolution or certificate under paragraph (e) of the definition of excluded property and liabilities

### Bank of Communications (Hong Kong) Limited (Merger) Ordinance 《交通銀行(香港)有限公司(合併)條例》

16. Saving for other enactments
Nothing in this Ordinance exempts Bank of Communications (Hong Kong), Bank of Communications, Hong Kong Branch, Bank of Communications or any subsidiary of Bank of Communications (Hong Kong), Bank of Communications, Hong Kong Branch or Bank of Communications from any enactment regulating the carrying on of the business of any of them.

17. Saving for companies
Nothing in this Ordinance affects the powers of Bank of Communications (Hong Kong) 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 affects the powers of Bank of Communications to alter its memorandum and articles of association or to dispose of, or deal with, its property, security interests or liabilities before the appointed day.

18. 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.