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

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

4. Change of name
(1) At the appointed time, by virtue of this Ordinance the name of Po Sang shall, in accordance with this section be changed to “Bank of China (Hong Kong) Limited” (中國銀行(香港)有限公司).
(2) Not later than 7 days before the appointed time Po Sang shall deliver to the Registrar of Companies a copy of this Ordinance.
(3) The Registrar of Companies shall, pursuant to this Ordinance, register the copy of the Ordinance delivered to him pursuant to subsection (2) and at the appointed time shall enter the new name of Po Sang in the register in place of its former name and issue to Po Sang a certificate of incorporation on change of name stating Po Sang’s new name.

5. Vesting of the merging branches and certain shares in Po Sang
(1) At the appointed time—
(a) the merging branches shall by virtue of this Ordinance and without further act or deed be transferred to, and vest in, Po Sang to the intent that Po Sang shall succeed to the merging branches as if in all respects Po Sang were the same person in law as the relevant transferring bank; and
(b) the shares in Nanyang, Chiyu and BOC-CC held by Bank of China or its nominees shall by virtue of this Ordinance and without further act or deed be transferred to, and vest in, Po Sang or a nominee specified by Po Sang to the intent that Po Sang shall become the beneficial owner of all the shares in Nanyang, Chiyu and BOC-CC previously held by Bank of China or its nominees.
(2) In relation to any matter referred to in subsection (1), where the transferor is not a company incorporated in Hong Kong, subsection (1) shall be deemed to have effect for the purposes of Hong Kong law.

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

7. Trust property and wills
(1) Any property vested in Po Sang by virtue of this Ordinance which immediately before the appointed time was held by a merging bank, whether alone or jointly with any other person, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement or will (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, at and from the appointed time, be held by Po Sang 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 became vested in a merging bank in any such fiduciary capacity as is referred to in subsection (1) (including in the case of a will any grant of probate thereof), and any provision in such instrument or order, or any existing contract or arrangement, for the payment to, or retention by, a merging bank of remuneration for its services in any such fiduciary capacity, shall, at and from the appointed time, be construed and have effect, so far as the context permits, as if for any reference therein to the merging bank, other than a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, the merging bank, there were substituted a reference to Po Sang provided always that this subsection shall not prevent Po Sang from varying the remuneration or scale of fees payable in accordance with the terms of the relevant instrument or order.
(3) Any will made before the appointed time which has not been proved in Hong Kong before the appointed time, and any will made at or after the appointed time, being a will which appoints a merging bank to be an executor, trustee or recipient of any property as trustee, shall, at and from the appointed time, be construed and have effect as if for any reference therein to such bank as such executor, trustee or recipient or otherwise in connection with such appointment, not being a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, such bank, there were substituted a reference to Po Sang.
(4) No testamentary gift shall be adeemed by reason only of the operation of any of the provisions of this Ordinance.

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

9. Accounting treatment of Po Sang and the merging banks
(1) At and from the appointed time, by virtue of this Ordinance and notwithstanding the provisions of any other Ordinance, the balance sheets and profit and loss accounts of the merging banks and Po Sang for the financial year of each of the merging banks and Po Sang in which the appointed time falls shall be prepared in all respects as if the merging branches, and the shares in Nanyang, Chiyu and BOC-CC, had vested in Po Sang pursuant to section 5 on the first day of such financial year.
(2) Without prejudice to the generality of subsection (1), any profits or losses of the merging banks earned or incurred after the beginning of the financial year of the merging banks in which the appointed time shall occur, shall at and from the appointed time, by virtue of this Ordinance, be treated for all purposes as profits or, as the case may be, losses, of Po Sang.
(3) For the purposes of subsection (1), merging banks (各合併銀行) means the merging banks without the exclusion of any excluded property and liabilities.

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

10. Taxation and revenue matters
(1) For the purposes of the Inland Revenue Ordinance (Cap. 112), at and from the appointed time Po Sang shall be treated as if it were the continuation of and the same person in law as the merging banks.
(2) Accordingly (and without affecting the generality of subsection (1))—
(a) a vesting in Po Sang 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 merging banks which are capable of but have not been carried forward and set off against assessable profits of the merging banks 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 merging banks are deemed to be losses of Po Sang and, accordingly, available for set off against the assessable profits of Po Sang (or Po Sang’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 merging banks treated as profits or losses of Po Sang in accordance with section 9(2)—
(a) shall not be taken into account for the purpose of computing the profits or losses of the merging banks 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 Po Sang 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 time.
(4) For the purposes of this section, merging banks (各合併銀行) means the merging banks excluding Kwangtung Shenzhen Branch and Sin Hua Shenzhen Branch.
(Amended E.R. 1 of 2012)

11. Contracts of employment
(1) Section 8(a) shall apply to a contract for the employment of any person by a merging bank and employment with a merging bank and Po Sang 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 bank shall by virtue only of this Ordinance become a director, secretary or auditor, as the case may be, of Po Sang.