### Wing Hang Bank, Limited (Merger) Ordinance 《永亨銀行有限公司(合併)條例》

6. Trust property and wills
(1) Any property vested or deemed to be vested in Wing Hang Bank by virtue of this Ordinance which immediately before the appointed day was held by Chekiang First 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 Wing Hang 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 Chekiang First 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, Chekiang First 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 Chekiang First Bank not being a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, Chekiang First Bank, there were substituted a reference to Wing Hang Bank provided always that this subsection shall not prevent Wing Hang 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 Chekiang First 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 Chekiang First 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, Chekiang First Bank, there were substituted a reference to Wing Hang Bank.
(4) No testamentary gift shall be adeemed by reason only of the operation of any of the provisions of this Ordinance.

### Wing Hang Bank, Limited (Merger) Ordinance 《永亨銀行有限公司(合併)條例》

8. Accounting treatment of Wing Hang Bank and Chekiang First Bank
(1) On and from the appointed day, by virtue of this Ordinance and notwithstanding the provisions of any other Ordinance—
(a) the balance sheets and profit and loss accounts of Chekiang First Bank and Wing Hang Bank for the accounting period of each of Chekiang First Bank and Wing Hang Bank in which the appointed day falls shall be prepared in all respects as if the undertakings had vested or deemed to have vested in Wing Hang Bank pursuant to section 5 on the first day of such accounting period of Wing Hang Bank;
(b) all property and liabilities of Chekiang First Bank (other than excluded property) shall be transferred to Wing Hang Bank at their carrying value in the consolidated accounts of Wing Hang Group (including Chekiang First Bank and Wing Hang Bank) on the first day of such accounting period of Wing Hang Bank;
(c) every existing reserve of Chekiang First Bank relating to the property and liabilities vested in Wing Hang Bank by virtue of this Ordinance as consolidated in the group accounts of Wing Hang Group (including Chekiang First Bank and Wing Hang Bank) on the first day of such accounting period of Wing Hang Bank shall be transferred to and for all purposes be and become a reserve of Wing Hang Bank; and
(d) the amount, description and character of every reserve of Wing Hang Bank which shall come into being pursuant to paragraph (c) shall be the same in all respects as those of the corresponding existing reserve of Chekiang First Bank immediately before the first day of such accounting period of Wing Hang Bank, and all enactments and rules of law shall apply to or in respect of every such reserve of Wing Hang Bank in the same manner in all respects as they applied to or in respect of the corresponding existing reserve of Chekiang First Bank immediately before the first day of such accounting period of Wing Hang Bank.
(2) Every reference in subsection (1) to an existing reserve shall include a reference to any reserve or similar provision, irrespective of its name or designation (and whether the amount thereof be positive or negative in nature) and, without prejudice to the generality of the foregoing, every such reference shall include a reference to any sums standing to the credit (or debit) of any profit and loss account.
(3) Without prejudice to the generality of subsection (1), any profits or losses of Chekiang First Bank earned or incurred after the beginning of the financial year of Chekiang First Bank in which the appointed day shall occur, shall, on and from the appointed day, and by virtue of this Ordinance, be treated for all purposes as profits or, as the case may be, losses, of Wing Hang Bank.

### Wing Hang Bank, Limited (Merger) Ordinance 《永亨銀行有限公司(合併)條例》

9. Taxation and revenue matters
(1) For the purposes of the Inland Revenue Ordinance (Cap. 112), on and from the appointed day Wing Hang Bank shall be treated as if it were the continuation of and the same person in law with regard to the undertakings as Chekiang First Bank.
(2) Accordingly (and without affecting the generality of subsection (1))—
(a) a vesting or deemed vesting in Wing Hang 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 Chekiang First Bank which are capable of but have not been carried forward and set off against assessable profits of Chekiang First Bank for the purposes of section 19C of the Inland Revenue Ordinance (Cap. 112) as at the end of the last complete financial year of Chekiang First Bank are deemed to be losses of Wing Hang Bank and, accordingly, available for set off against the assessable profits of Wing Hang Bank for the purposes of that Ordinance.
(3) The profits or losses of Chekiang First Bank treated as profits or losses of Wing Hang Bank in accordance with section 8(3)—
(a) shall not be taken into account for the purpose of computing the profits and losses of Chekiang First Bank 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 and losses of Wing Hang 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)

10. Contracts of employment
(1) Section 7(a) shall apply to a contract for the employment of any person by Chekiang First Bank and employment with Chekiang First Bank and Wing Hang Bank under any such contract shall be deemed for all purposes to be a single continuing employment.
(2) No director, secretary or auditor of Chekiang First Bank shall by virtue only of this Ordinance become a director, secretary or auditor, as the case may be, of Wing Hang Bank.