### CITIC Ka Wah Bank Limited (Merger) Ordinance 《中信嘉華銀行有限公司(合併)條例》

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

### CITIC Ka Wah Bank Limited (Merger) Ordinance 《中信嘉華銀行有限公司(合併)條例》

8. Accounting treatment of CITIC Ka Wah Bank and Hongkong Chinese 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 CITIC Ka Wah Bank and Hongkong Chinese 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 Hongkong Chinese Bank pursuant to section 5 on the first day of such accounting period of Hongkong Chinese Bank;
(b) all property and liabilities of CITIC Ka Wah Bank (other than excluded property and liabilities) shall be transferred to Hongkong Chinese Bank at their carrying value in the accounts of CITIC Ka Wah Bank on the first day of such accounting period of Hongkong Chinese Bank;
(c) each existing reserve of CITIC Ka Wah Bank relating to the property and liabilities vested in Hongkong Chinese Bank by virtue of this Ordinance as reflected in the accounts of CITIC Ka Wah Bank on the first day of such accounting period of Hongkong Chinese Bank shall be transferred to and for all purposes be and become a reserve of Hongkong Chinese Bank; and
(d) the amount, description and character of every reserve of Hongkong Chinese 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 CITIC Ka Wah Bank immediately before the first day of such accounting period of Hongkong Chinese Bank, and all enactments and rules of law shall apply to or in respect of every such reserve of Hongkong Chinese Bank in the same manner in all respects as they applied to or in respect of the corresponding existing reserve of CITIC Ka Wah Bank immediately before the first day of such accounting period of Hongkong Chinese 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 CITIC Ka Wah Bank earned or incurred after the beginning of the financial year of CITIC Ka Wah Bank in which the appointed day shall occur, shall on and from the appointed day, by virtue of this Ordinance, be treated for all purposes as profits or, as the case may be, losses, of Hongkong Chinese Bank.

### CITIC Ka Wah Bank Limited (Merger) Ordinance 《中信嘉華銀行有限公司(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 Hongkong Chinese Bank shall be treated as if it were the continuation of and the same person in law with regard to the undertaking as CITIC Ka Wah Bank.
(2) Accordingly (and without affecting the generality of subsection (1))—
(a) a vesting or deemed vesting in Hongkong Chinese 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 CITIC Ka Wah Bank which are capable of but have not been carried forward and set off against assessable profits of CITIC Ka Wah 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 CITIC Ka Wah Bank are deemed to be losses of Hongkong Chinese Bank and, accordingly, available for set off against the assessable profits of Hongkong Chinese Bank (or Hongkong Chinese Bank’s share of assessable profits of a partnership in which it is a partner) for the purposes of that Ordinance.
(3) The profits or losses of CITIC Ka Wah Bank treated as profits or losses of Hongkong Chinese Bank in accordance with section 8(3)—
(a) shall not be taken into account for the purpose of computing the profits and losses of CITIC Ka Wah 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 or losses of Hongkong Chinese 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 CITIC Ka Wah Bank and employment with CITIC Ka Wah Bank and Hongkong Chinese Bank under any such contract shall be deemed for all purposes to be a single continuing employment.
(2) No director, secretary or auditor of CITIC Ka Wah Bank shall by virtue only of this Ordinance become a director, secretary or auditor, as the case may be, of Hongkong Chinese Bank.