### Rainier International Bank (Transfer of Hong Kong Undertaking) Ordinance 《美國國際商業銀行(香港業務轉讓)條例》

10. Evidence of vesting
(1) The production of a Government Printer’s copy of this Ordinance shall, for all purposes, be conclusive evidence of the vesting of any property and liabilities of Rainier in Daiwa in accordance with the provisions of this Ordinance.
(2) Without prejudice to the generality of subsection (1)—
(a) any document made or executed on or after the appointed day, whereby Daiwa or Rainier, whether alone or jointly with any other person, conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or applies to be registered as the holder or proprietor of, any property held by Rainier immediately before the appointed day and forming part of the Hong Kong undertaking, whether alone or jointly with any other person, shall be sufficient evidence that the interest of Rainier in that property is deemed to be vested in Daiwa under this Ordinance;
(b) where there is any other transaction or purported transaction by Daiwa or Rainier on or after the appointed day in connection with, or in relation to, any property or liabilities which are property or liabilities of Rainier immediately before that day and forming part of the Hong Kong undertaking, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that Daiwa has full power and authority for that transaction as if the property or liabilities were deemed to be vested in it under this Ordinance;
(c) a joint certificate given by or on behalf of Rainier and Daiwa at any time that any property or liability specified in the certificate (which property or liability immediately before the appointed day is the property or liability of Rainier) is or, as the case may be, is not, deemed to be vested in Daiwa under this Ordinance, shall be conclusive evidence for all purposes of the fact so certified;
(d) in this section convey (轉易) includes mortgage, charge, lease, assent, vest by way of vesting declaration or vesting instrument, disclaim, release or otherwise assure.

11. Interests in land
The deemed vesting in Daiwa of an interest in land by virtue of this Ordinance shall not—
(a) (Repealed 16 of 2004 s. 16)(b) constitute an assignment, transfer, devolution, parting with possession, dealing with or other disposition of that interest for the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 that interest; or
(c) give rise to any forfeiture; or
(d) invalidate or discharge any contract or security; or
(e) operate so as to merge any leasehold interest in the reversion expectant on it.

12. Saving for enactments concerning banking institutions
Nothing in this Ordinance shall exempt Daiwa or Rainier or any other subsidiary of Daiwa or Rainier from the provisions of any enactment regulating the carrying on of the business of any of them.

### Rainier International Bank (Transfer of Hong Kong Undertaking) Ordinance 《美國國際商業銀行(香港業務轉讓)條例》

13. Saving for companies
Nothing in this Ordinance shall prejudice the powers of Daiwa to alter its articles and memorandum of association or to dispose of, or deal with, its property, security or liabilities or to carry on or discontinue any part of its business; and nothing in this Ordinance shall prejudice the powers of Rainier to dispose of, or deal with, its property, security or liabilities before the appointed day.

14. Saving
(a) 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 persons except such as are mentioned in this Ordinance and those claiming by, from or under them. (Amended 60 of 1999 s. 3)
(b) Nothing in this Ordinance shall affect the liability of Rainier and Daiwa to the other of them pursuant to the Agreement.

### Deutsche Bank (Merger) Ordinance 《德意志銀行(合併)條例》

1. Short title
This Ordinance may be cited as the Deutsche Bank (Merger) Ordinance.

2. Interpretation
(1) In this Ordinance, unless the subject or context otherwise requires—
appointed day (指定日期) means the day on which the merger to be effected pursuant to the merger agreement is registered with the Commercial Register of the District Court of Frankfurt am Main;
customer (客戶) means any person having a banking account or other dealing, transaction or arrangement with DB Asia or, as the case may be, Deutsche Bank;
Deutsche Bank means Deutsche Bank Aktiengesellschaft;
DB Asia means Deutsche Bank (Asia) Aktiengesellschaft;
existing (現有) means existing, outstanding or in force immediately before the appointed day;
liabilities (法律責任) includes duties and obligations of every description (whether present or future, actual or contingent);
merger agreement (合併協議) means the merger agreement executed, pursuant to sections 340 and following of the Stock Corporation Act of the Federal Republic of Germany (Aktiengesetz), on 2 December 1987 on behalf of Deutsche Bank and DB Asia, and ratified by the shareholders’ resolution;
property (財產) means property and assets of every description and rights of every description (whether present or future, actual or contingent), and includes property held on trust and securities, benefits and powers of every description;
security (抵押) includes a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive), hypothecation, assignment by way of security, indemnity, right of set-off, undertaking or other means of securing payment or discharge of a liability (whether present or future, actual or contingent);
the undertaking (業務) means the business and all existing property and liabilities of DB Asia of whatsoever nature;
will (遺屬) includes a codicil and any other testamentary writing.
(2) Any reference in this Ordinance to property or liabilities of DB Asia is a reference to property or liabilities to which DB Asia is for the time being entitled or subject (whether beneficially or in any fiduciary capacity), wherever such property or liabilities are situated or arise and whether or not capable of being transferred or assigned by DB Asia, and whether DB Asia is entitled to such property or subject to such liabilities under the law of Hong Kong or under the law of any country or territory outside Hong Kong.
(3) Any body politic or corporate and any other person or persons whose rights are affected by any of the provisions of this Ordinance shall be deemed to be mentioned herein.