### Standard Chartered Bank (Hong Kong) Limited (Merger) Ordinance 《渣打銀行(香港)有限公司(合併)條例》

19. Saving for companies
Nothing in this Ordinance shall prejudice the powers of Standard Chartered Bank (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 shall prejudice the powers of any member of the Standard Chartered Group to alter its articles of association, and its memorandum of association (if applicable), or to dispose of, or deal with, its property, security interests or liabilities prior to the appointed day.
(Amended 28 of 2012 ss. 912 & 920)

20. 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.

### Dao Heng Bank Limited (Merger) Ordinance 《道亨銀行有限公司(合併)條例》

1. Short title
This Ordinance may be cited as the Dao Heng Bank Limited (Merger) Ordinance.

### Dao Heng Bank Limited (Merger) Ordinance 《道亨銀行有限公司(合併)條例》

3. Notice of appointed day
(1) The directors of Dao Heng Bank may appoint a day for the purposes of this Ordinance.
(2) Dao Heng Bank and the transferring banks shall give joint notice in the Gazette stating the day so appointed save that, in the event that such day proves not to be the appointed day for any reason, Dao Heng Bank and the transferring banks shall give joint notice in the Gazette to that effect and shall again give joint notice in the Gazette stating the next day so appointed or, as the case may be, the day which was the appointed day.

### Dao Heng Bank Limited (Merger) Ordinance 《道亨銀行有限公司(合併)條例》

4. Change of name, reduction of capital and revocation of banking licence
(1) On the appointed day, by virtue of this Ordinance—
(a) the names of DBS Kwong On Bank and Overseas Trust Bank shall, in accordance with this section, be respectively changed to “DBS Kwong On Limited (新加坡發展廣安有限公司)” and “DBS Overseas Limited (新加坡發展海外有限公司)”;
(b) the authorized and issued share capital of DBS Kwong On Bank shall be reduced to $10 comprising 5 ordinary shares of $2 each and 374 999 995 ordinary shares of $2 each shall be cancelled;
(c) the authorized and issued share capital of Overseas Trust Bank shall be reduced to $10 comprising 8 ordinary shares of $1.25 each and 1 999 999 992 ordinary shares of $1.25 each shall be cancelled; and
(d) the banking licence of each of the transferring banks shall, in accordance with Part V of the Banking Ordinance (Cap. 155), be revoked on and from a day to be appointed by the Monetary Authority which day shall be published in the Gazette.
(2) Not later than 7 days before the appointed day, DBS Kwong On Bank shall deliver to the Registrar of Companies a copy of this Ordinance together with a minute, signed by a director or the secretary of DBS Kwong On Bank confirming the reduction of share capital and cancellation of shares referred to in subsection (1).
(3) Not later than 7 days before the appointed day, Overseas Trust Bank shall deliver to the Registrar of Companies a copy of this Ordinance together with a minute, signed by a director or the secretary of Overseas Trust Bank confirming the reduction of share capital and cancellation of shares referred to in subsection (1).
(4) The Registrar of Companies shall, pursuant to this Ordinance, register the copies of the Ordinance and the minutes delivered to him pursuant to subsections (2) and (3) and on the appointed day shall—
(a) enter the new names of the transferring banks in the register in place of their former names;
(b) issue to DBS Kwong On Bank a certificate of incorporation on change of name stating DBS Kwong On Bank’s new name;
(c) issue to Overseas Trust Bank a certificate of incorporation on change of name stating Overseas Trust Bank’s new name; and
(d) certify under his hand the registration of the Ordinance and the minutes which certificates shall be conclusive evidence of the reduction of the authorized and issued share capital of each of the transferring banks.

### Dao Heng Bank Limited (Merger) Ordinance 《道亨銀行有限公司(合併)條例》

5. Vesting of the undertakings in Dao Heng Bank
(1) On the appointed day the undertakings shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest in, Dao Heng Bank to the intent that Dao Heng Bank shall succeed to the whole undertakings as if in all respects Dao Heng Bank were the same person in law as the relevant transferring bank.
(2) Where the transfer and vesting of any property and liabilities situate in any country, territory or place outside Hong Kong and forming part of the undertakings is governed otherwise than by the laws of Hong Kong, the transferring bank in question shall, if Dao Heng Bank so requires, so soon as is practicable after the appointed day, take all necessary steps for securing the effective transfer and vesting thereof in Dao Heng Bank and, pending such transfer and vesting, the transferring bank in question shall hold any such property and liabilities in trust absolutely for Dao Heng Bank.

### Dao Heng Bank Limited (Merger) Ordinance 《道亨銀行有限公司(合併)條例》

6. Trust property and wills
(1) Any property vested or deemed to be vested in Dao Heng Bank by virtue of this Ordinance which immediately before the appointed day was held by a transferring bank, whether alone or jointly with any other person, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement, will or other instrument (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, on and from the appointed day, be held by Dao Heng Bank 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 forming part of the undertakings became vested in a transferring 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 transferring bank of remuneration for its services in any such fiduciary capacity, 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 the transferring bank not being a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, the transferring bank, there were substituted a reference to Dao Heng Bank provided always that this subsection shall not prevent Dao Heng Bank 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 day which has not been proved in Hong Kong before the appointed day, and any will made on or after the appointed day, being a will forming part of the undertakings which appoints a transferring bank to be an executor, trustee or recipient of any property as trustee, shall, on and from the appointed day, be construed and have effect as if for any reference therein to such transferring 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 transferring bank, there were substituted a reference to Dao Heng Bank.
(4) No testamentary gift shall be adeemed by reason only of the operation of any of the provisions of this Ordinance.

### Dao Heng Bank Limited (Merger) Ordinance 《道亨銀行有限公司(合併)條例》

10. Contracts of employment
(1) Section 7(a) shall apply to a contract for the employment of any person by a transferring bank and employment with a transferring bank and Dao Heng Bank 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 Dao Heng Bank.