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

3. Appointed day
The directors of Dao Heng Bank may appoint a day for the purposes of this Ordinance. Dao Heng Bank and Hang Lung Bank 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 Hang Lung Bank 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.

4. Changes of name, restructuring of capital and revocation of banking licence
(1) On the appointed day, by virtue of this Ordinance—
(a) the name of Dao Heng Bank shall, in accordance with this section, be changed to “DHB Limited (道亨有限公司)”;
(b) the name of Hang Lung Bank shall, in accordance with this section, be changed to “Dao Heng Bank Limited (道亨銀行有限公司)”;
(c) the share premium account and capital reserves of Hang Lung Bank shall, in accordance with this section, be cancelled, and the credit arising in the books of account of Hang Lung Bank as a result of the aforesaid cancellation shall be credited to the profit and loss account of Hang Lung Bank; and
(d) the banking licence of Dao Heng Bank shall, in accordance with this section, be revoked.
(2) Not less than 7 days before the appointed day Dao Heng 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 Hang Lung Bank, confirming the aforesaid cancellation of the share premium account and capital reserves.
(3) The Registrar of Companies shall, pursuant to this Ordinance, register the copy of the Ordinance and the minute delivered to him pursuant to subsection (2) and on the appointed day—
(a) shall enter the new name of Dao Heng Bank in the register in place of its former name and issue to Dao Heng Bank a certificate of incorporation on change of name stating Dao Heng Bank’s new name;
(b) shall enter the new name of Hang Lung Bank in the register in place of its former name and issue to Hang Lung Bank a certificate of incorporation on change of name stating Hang Lung Bank’s new name; and
(c) shall certify under his hand the registration of the Ordinance and the minute which certificate shall be conclusive evidence of the cancellation of the share premium account and capital reserves of Hang Lung Bank.

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

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

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

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

8. Accounting treatment of Dao Heng Bank and Hang Lung 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 Dao Heng Bank and Hang Lung 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 Hang Lung Bank pursuant to section 5 on the first day of such accounting period of Dao Heng Bank;
(b) every existing reserve of Dao Heng Bank (except the excluded reserves) shall be transferred to and for all purposes be and become a reserve of Hang Lung Bank;
(c) the amount, description and character of every reserve of Hang Lung Bank which shall come into being pursuant to paragraph (b) shall be the same in all respects as those of the corresponding existing reserve immediately before such appointed day, and all enactments and rules of law shall apply to or in respect of every such reserve of Hang Lung Bank in the same manner in all respects as they applied to or in respect of the corresponding existing reserve immediately before the appointed day; and
(d) all property comprising interests in land and buildings forming part of the undertaking shall, for the purposes of preparing the balance sheet of Hang Lung Bank, be deemed to have been acquired by Hang Lung Bank at a value equal to the independent valuation of such property as at 11 October 1989 obtained by Dao Heng Bank adjusted to take account of capital expenditure and depreciation charges thereon up to and including the day immediately preceding the appointed day.
(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 Dao Heng Bank earned or incurred after the beginning of the financial year of Dao Heng 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 Hang Lung Bank.

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