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

12. Provident funds and gratuity benefits
(1) The deeds and rules constituting or relating to the provident fund schemes established for the benefit of employees of the merging banks and the gratuity benefits payable by the merging banks 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 banks there were substituted a reference to Po Sang.
(2) No officer or employee of a merging bank who becomes an officer or employee of Po Sang by virtue of this Ordinance shall, by virtue of this Ordinance, be entitled to participate in any provident fund of or gratuity benefits payable by Po Sang, and no existing officer or employee of Po Sang shall, by virtue only of this Ordinance, be entitled to participate in any provident fund of or gratuity benefits payable by the merging banks.

13. Waiver of prohibition of merger
(1) Any provision contained in any contract or other document to which one of Po Sang, a transferring bank, Nanyang, Chiyu or BOC-CC or any of their respective subsidiaries is a party and which prohibits or has the effect of prohibiting the transactions referred to in this Ordinance, including but not limited to the transfer and vesting of the merging branches in Po Sang, shall be deemed by this Ordinance to have been waived.
(2) Any provision contained in any contract or other document to the effect that a breach of contract or a default shall occur or be deemed to occur as a result of the transactions referred to in this Ordinance, including but not limited to the transfer and vesting of the merging branches in Po Sang, and to which one of Po Sang, a transferring bank, Nanyang, Chiyu or BOC-CC or any of their respective subsidiaries is a party shall be deemed by this Ordinance to have been waived.

14. Evidence: books and documents
(1) All books and other documents which would, before the appointed time, have been evidence in respect of any matter for or against a merging bank shall be admissible in evidence in respect of the same matter for or against Po Sang.
(2) In this section, documents (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap. 8).

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

15. Part III of Evidence Ordinance (Cap. 8)
(1) At and from the appointed time Part III of the Evidence Ordinance (Cap. 8) shall apply to the banker’s records of the merging banks vested in Po Sang by virtue of this Ordinance, and to entries made in those records before the appointed time, as if such records were the records of Po Sang.
(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 Po Sang by virtue of this Ordinance shall be deemed to have been the ordinary banker’s records of Po Sang at the time of the making of any entry therein which purports to have been made before the appointed time, and any such entry shall be deemed to have been made in the usual and ordinary course of business.
(3) For the purposes of sections 40 and 41 of the Evidence Ordinance (Cap. 8), documents previously in the custody or control of the merging banks shall by virtue of this Ordinance be deemed to be documents previously in the custody or control of Po Sang.
(4) In this section, banker’s records (銀行紀錄) shall be construed in accordance with section 2 of the Evidence Ordinance (Cap. 8).

16. 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 or deemed vesting of the merging branches in Po Sang and the vesting of the shares in Nanyang, Chiyu and BOC-CC in Po Sang or its nominee in accordance with the provisions of this Ordinance.
(2) Without prejudice to the generality of subsection (1)—
(a) a Government Printer’s copy of this Ordinance, together with such evidence of publication of notice of the appointed time—
(i) shall, in relation to any registered securities transferred to, and vested in Po Sang by virtue of this Ordinance, operate for all purposes as a duly executed instrument of transfer in respect of the transfer of such registered securities from the merging banks to Po Sang;
(ii) shall, together with a certified copy of any resolution made pursuant to paragraph (e) of the definition of 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》

17. Transfers governed otherwise than by laws of Hong Kong
(1) Where the transfer and vesting of any property forming part of a merging branch is governed otherwise than by the laws of Hong Kong, the transferring bank in question shall, if Po Sang so requires, as soon as is practicable after the appointed time, take all necessary steps for the purpose of securing the effective transfer and vesting thereof to and in Po Sang and, pending such transfer or vesting, shall hold such property in trust for Po Sang.
(2) Where the transfer and vesting of the shares in Nanyang, Chiyu and BOC-CC is governed otherwise than by the laws of Hong Kong, the owner of such shares shall, if Po Sang so requires, as soon as is practicable after the appointed time, take all necessary steps for the purpose of securing the effective transfer and vesting thereof to and in Po Sang or its nominee and, pending such transfer or vesting, shall hold such shares on trust for Po Sang or its nominee.

18. Interests in land
(1) The vesting and deemed vesting in Po Sang of an interest in land by virtue of this Ordinance shall not—
(a) constitute an acquisition, disposal, assignment, transfer or parting with possession of that interest for the purposes of section 53(4)(a) or (7)(a) of the Landlord and Tenant (Consolidation) Ordinance (Cap. 7); or (Amended 16 of 2004 s. 16)
(b) constitute an assignment or underlease of, or an agreement to assign or underlet, that interest for the purposes of section 6(1)(b) of the Landlord and Tenant (Consolidation) Ordinance (Cap. 7); 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 interest; or
(g) operate so as to merge any leasehold interest in the reversion expectant on it; or
(h) extinguish, affect, vary, diminish or postpone any priority of that interest, whether under the Land Registration Ordinance (Cap. 128), at law or in equity.
(2) All existing registration of any interest in land in the name of a merging bank (whether alone or with any other person) shall be construed and have effect at and from the appointed time as if Po Sang had been entered on the land register instead of such bank.