### Middle East Finance International Limited (Transfer of Undertaking) Ordinance 《中東財務國際有限公司(業務移轉)條例》

6. Trust property and wills
(1) Any property vested in Emirates Bank by virtue of this Ordinance which immediately before the appointed day was held by MEFIL, 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 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 Emirates 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 became vested in MEFIL, 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, MEFIL 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 MEFIL there were substituted a reference to Emirates Bank.
(3) No testamentary gift shall be adeemed by reason only of the operation of any of the provisions of this Ordinance.

### Middle East Finance International Limited (Transfer of Undertaking) Ordinance 《中東財務國際有限公司(業務移轉)條例》

8. Accounting treatment of MEFIL and Emirates 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 MEFIL and Emirates Bank for the accounting period of each company in which the appointed day falls shall be prepared in all respects as if the undertaking had vested in Emirates Bank pursuant to section 5 on the first day of such accounting period of MEFIL;
(b) every existing provision against assets of MEFIL shall be transferred to and for all purposes be and become a provision against assets of Emirates Bank; and
(c) the amount, description and character of every provision of Emirates Bank which shall come into being pursuant to paragraph (b) shall be the same in all respects as those of the corresponding existing provision immediately before such appointed day, and all enactments and rules of law shall apply to or in respect of every such provision of Emirates Bank in the same manner in all respects as they applied to or in respect of the corresponding existing provision immediately before the appointed day.
(2) Every reference in subsection (1) to an existing provision shall include a reference to any such provision, irrespective of its name or designation including the obligation account of MEFIL but not including any sums standing to the credit (or debit) of any profit and loss account or general reserves.
(3) Without prejudice to the generality of subsection (1) any agreed tax losses of MEFIL under section 19C(4) of the Inland Revenue Ordinance (Cap. 112) to the extent not set-off against the assessable profits of MEFIL shall, on and from the appointed day, and by virtue of this Ordinance, be treated as agreed tax losses of Emirates Bank for the purposes of section 19C(4) of the Inland Revenue Ordinance (Cap. 112).

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

### Middle East Finance International Limited (Transfer of Undertaking) Ordinance 《中東財務國際有限公司(業務移轉)條例》

10. Provident fund and gratuities
(1) The rules relating to the MEFIL Provident Fund and the gratuity benefits payable by MEFIL 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 MEFIL there were substituted a reference to Emirates Bank.
(2) No officer or employee of MEFIL who becomes an officer or employee of Emirates Bank by virtue of this Ordinance shall, by virtue only of this Ordinance, be entitled to participate in any provident fund or gratuity benefits payable by Emirates Bank and no existing officer or employee of Emirates Bank shall, by virtue only of this Ordinance, be entitled to participate in the MEFIL Provident Fund or the gratuity benefits payable by MEFIL.

11. 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 MEFIL shall be admissible in evidence in respect of the same matter for or against Emirates Bank.
(2) In this section documents (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap. 8). (Amended 2 of 1999 s. 6)

12. Part III of Evidence Ordinance (Cap. 8)
(1) On and from the appointed day Part III of the Evidence Ordinance (Cap. 8) shall apply to the banker’s records of MEFIL deemed to be vested in Emirates Bank by virtue of this Ordinance, and to entries made in those records before the appointed day, as if such records were the records of Emirates Bank.
(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 Emirates Bank by virtue of this Ordinance shall be deemed to have been the ordinary banker’s records of Emirates Bank at the time of the making of any entry therein which purports to have been made before the appointed day, and any such entry shall be deemed to have been made in the usual and ordinary course of business.
(3) In this section banker’s records (銀行記錄) shall be construed in accordance with section 2 of the Evidence Ordinance (Cap. 8).

### Middle East Finance International Limited (Transfer of Undertaking) Ordinance 《中東財務國際有限公司(業務移轉)條例》

14. Interests in land
The vesting in Emirates Bank of an interest in land by virtue of this Ordinance shall not—
(a) constitute the acquisition, assignment, transfer or parting with possession of that interest for the purposes of section 53(4)(a) or 53(7)(a) of the Landlord and Tenant (Consolidation) Ordinance (Cap. 7); or (Amended 16 of 2004 s. 16)
(b) operate so as to merge any leasehold interest in the reversion expectant on it; or
(c) 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 or affecting that interest; or
(d) operate as a breach of covenant or condition against alienation; or
(e) give rise to any forfeiture, damages or other right of action; or
(f) invalidate or discharge any contract or security.

15. Saving for enactments concerning banking institutions
Nothing in this Ordinance shall exempt MEFIL or Emirates Bank or any subsidiary from the provisions of any enactment regulating the carrying on of the business of any of them.

16. Saving for companies
Nothing in this Ordinance shall prejudice the powers of Emirates Bank to alter its memorandum and articles 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 MEFIL to dispose of, or deal with, its property, security or liabilities before the appointed day.

17. Saving
(1) 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)
(2) Nothing in this Ordinance shall affect the liability of Emirates Bank to pay the purchase consideration for the undertaking to MEFIL.

### Dao Heng Bank Limited Ordinance 《道亨銀行有限公司條例》

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