### Mass Transit Railway Ordinance 《香港鐵路條例》

39. Security
(1) Any security held immediately before the appointed day by MTRC, or by a person as nominee of, agent of or trustee for MTRC, shall be held by the Corporation, or by that person as nominee of, agent of or trustee for the Corporation (as the case may require), and shall be available to the Corporation (whether for its own benefit or for the benefit of any other person, as the case may be).
(2) In relation to any security vested in the Corporation by virtue of this Part and any liabilities secured by the security, the Corporation shall be entitled to the rights and priorities, and shall be subject to the obligations and incidents, which MTRC would have been entitled to and subject to if it had continued to hold the security.
(3) In this section, security (抵押) means any interest, legal or equitable, by means of which the payment or discharge of a debt or liability (whether present or future, actual or contingent) is secured, whether or not that interest is evidenced in writing.

40. Miscellaneous supplementary provisions
(1) The Corporation and all other persons have the same rights, powers and remedies for ascertaining, perfecting or enforcing any right or liability vested in the Corporation by virtue of this Part as they would have had if that right or liability had at all times been a right or liability of the Corporation; and in this subsection reference to rights and powers includes in particular a reference to rights and powers as to the taking or resisting of legal proceedings or the making or resisting of applications to any authority.
(2) Any legal proceedings or applications to any authority pending or commenced by or against MTRC shall be continued by or against the Corporation to the exclusion of MTRC.
(3) Any judgment or award obtained by or against MTRC and not fully satisfied before the appointed day is enforceable by or against the Corporation to the extent that it was enforceable by or against MTRC immediately before that date.
(4) The functions of MTRC under any Ordinance as in force immediately before the appointed day which—
(a) relates to any part of the business of MTRC; or
(b) authorizes the carrying out of works designed to be used in connection with any part of the business of MTRC or the acquisition of land for the purpose of carrying out any such works,
become the functions of the Corporation for the purposes of that Ordinance.

### Mass Transit Railway Ordinance 《香港鐵路條例》

41. Employment-related matters
(1) The effect of section 37 in relation to any contract of employment with MTRC in force immediately before the appointed day is merely to modify that contract (as from that day) by substituting the Corporation for MTRC and, accordingly, employment with MTRC and the Corporation under a contract of employment to which that section applies is deemed for all purposes to be a single continuing employment.
(2) Section 37 is effective to vest in the Corporation the rights and liabilities of MTRC under any agreement made, transaction effected or other thing done by, to or in relation to MTRC (including under the pay review mechanism which has been adopted by MTRC and effective immediately before the appointed day) for the payment of pensions, allowances, gratuities and benefits of every description along with all other rights and liabilities of MTRC and, accordingly—
(a) any deed, rule, certificate, registration, exemption or other document constituting or relating to the Mass Transit Railway Corporation Retirement Scheme, the Mass Transit Railway Corporation Retention Bonus Scheme and the U.K. Office Retirement Scheme established for the benefit of employees of MTRC or any other body corporate related to MTRC; or
(b) any entitlement to gratuities or benefits payable by MTRC,
in force or effective immediately before the appointed day is construed and has effect, so far as the context allows, as if reference in that document to MTRC was a reference to the Corporation and as if that entitlement was payable by the Corporation.
(3) No member of the Board of MTRC or auditor of MTRC becomes by virtue only of section 37 or 38 a director or auditor of the Corporation.

42. Share capital
(1) The Corporation shall, on the appointed day, issue shares to the Financial Secretary Incorporated which shall be held by the Financial Secretary Incorporated in trust on behalf of the Government.
(2) Shares issued in pursuance of this section—
(a) shall each be of a par value of an amount that the Financial Secretary directs and shall carry such rights as he determines;
(b) shall be issued at par as fully paid and shall be treated as if they had been paid up in cash as to the par value; and
(c) shall have an aggregate par value of not more than the aggregate par value of the issued shares of MTRC immediately before the appointed day.
(3) (Repealed 28 of 2012 ss. 912 & 920)

### Mass Transit Railway Ordinance 《香港鐵路條例》

43. Financial statements
(Replaced 28 of 2012 ss. 912 & 920)(1) For the purpose of any financial statements prepared by the Corporation for the purposes of the Companies Ordinance (Cap. 622)— (Amended 28 of 2012 ss. 912 & 920)
(a) the Corporation shall be treated, on and from the appointed day, as if it were the continuation of MTRC;
(b) the value of any asset and the amount of any liability of MTRC vested in the Corporation by virtue of this Part is taken to be the value assigned to that asset or the amount assigned to that liability in the audited accounts of MTRC for the last complete financial year of MTRC; and
(c) the amount to be included in respect of any item is determined as if anything done by MTRC (whether by way of acquiring, revaluing or disposing of any asset or incurring, revaluing or discharging any liability, or by carrying any amount to any provision or reserve, or otherwise) had been done by the Corporation.
(2) Accordingly (and without affecting the generality of subsection (1))—
(a) the amount to be included from time to time in any reserves of the Corporation as representing the Corporation’s accumulated realised profits is determined as if the profits realised and retained by MTRC had been realised and retained by the Corporation;
(b) every other reserve or provision of MTRC becomes a reserve or provision of the Corporation; and
(c) the amount, description and character of every reserve or provision of the Corporation which becomes a reserve or provision of the Corporation pursuant to paragraph (b) is the same in all respects as those of the corresponding reserve or provision of MTRC immediately before the appointed day.
(3) Without affecting the generality of subsection (1), on and from the appointed day all profits or losses of MTRC earned or incurred after the beginning of the financial year of MTRC in which the appointed day occurs are treated as profits or losses of the Corporation.
(4) For the purposes of the financial statements of the Corporation prepared for the purposes of the Companies Ordinance (Cap. 622), the vesting in the Corporation effected by virtue of this Part is taken— (Amended 28 of 2012 ss. 912 & 920)
(a) to have been effected immediately after the end of the last complete financial year of MTRC; and
(b) to have been a vesting of all the property, rights and liabilities to which MTRC was entitled or subject immediately before the end of the last complete financial year of MTRC.
(5) (Repealed 28 of 2012 ss. 912 & 920)