### Industrial and Commercial Bank of China (Asia) Limited (Merger) Ordinance 《中國工商銀行(亞洲)有限公司(合併)條例》

18. Saving for companies
Nothing in this Ordinance shall prejudice the powers of ICBC (Asia) to alter its articles of association or to dispose of, or deal with, its property, security interests or liabilities or to carry on or discontinue any part of its business; and nothing in this Ordinance shall prejudice the powers of Belgian Bank to alter its memorandum and articles of association or to dispose of, or deal with, its property, security interests or liabilities before the appointed day.
(Amended 28 of 2012 ss. 912 & 920)

19. Saving
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 person except such as are mentioned in this Ordinance and those claiming by, from or under them.

### Citibank (Hong Kong) Limited (Merger) Ordinance 《花旗銀行(香港)有限公司(合併)條例》

1. Short title
This Ordinance may be cited as the Citibank (Hong Kong) Limited (Merger) Ordinance.

### Citibank (Hong Kong) Limited (Merger) Ordinance 《花旗銀行(香港)有限公司(合併)條例》

3. Notice of appointed day
(1) The directors of Citibank (Hong Kong) may appoint a day for the purposes of this Ordinance.
(2) Citibank (Hong Kong) and Citibank, Hong Kong Branch 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, Citibank (Hong Kong) and Citibank, Hong Kong Branch 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. Vesting of the undertakings in Citibank (Hong Kong)
(1) On the appointed day the undertakings shall, by virtue of this Ordinance and without further act or deed, be transferred to, and vest in, Citibank (Hong Kong) to the intent that Citibank (Hong Kong) shall succeed to the undertakings as if in all respects Citibank (Hong Kong) were the same person in law as Citibank, Hong Kong Branch.
(2) Where the transfer and vesting of any property and liabilities is governed otherwise than by the laws of Hong Kong, Citibank, Hong Kong Branch shall, if Citibank (Hong Kong) so requires, so soon as is practicable after the appointed day, take all necessary steps for securing the effective transfer and vesting thereof in Citibank (Hong Kong) and, pending such transfer and vesting, Citibank, Hong Kong Branch shall hold any such property and liabilities in trust absolutely for Citibank (Hong Kong).

### Citibank (Hong Kong) Limited (Merger) Ordinance 《花旗銀行(香港)有限公司(合併)條例》

5. Trust property
(1) Any property vested or deemed to be vested in Citibank (Hong Kong) by virtue of this Ordinance which immediately prior to the appointed day was held by Citibank, Hong Kong Branch, whether alone or jointly with any other person, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement 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 Citibank (Hong Kong) 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 undertakings became vested in Citibank, Hong Kong Branch, in any such fiduciary capacity as is referred to in subsection (1), and any provision in such instrument or order, or any existing contract or arrangement, for the payment to, or retention by, Citibank, Hong Kong Branch 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 Citibank, Hong Kong Branch not being a reference (however worded and whether express or implied) to terms and conditions of, or to a scale of fees of, Citibank, Hong Kong Branch, there were substituted a reference to Citibank (Hong Kong) provided always that this subsection shall not prevent Citibank (Hong Kong) from varying the remuneration or scale of fees payable in accordance with the terms of the relevant instrument or order.

### Citibank (Hong Kong) Limited (Merger) Ordinance 《花旗銀行(香港)有限公司(合併)條例》

7. Accounting treatment of Citibank (Hong Kong) and Citibank, Hong Kong Branch
(1) On and from the appointed day, by virtue of this Ordinance and notwithstanding the provisions of any other Ordinance—
(a) the undertakings of Citibank, Hong Kong Branch shall be transferred to Citibank (Hong Kong) at their carrying value in the accounts of Citibank, Hong Kong Branch as stated in them immediately prior to the appointed day; and
(b) the amount, description and character of every reserve of Citibank (Hong Kong) which forms part of or otherwise relates to the undertakings shall be the same in all respects as those of the corresponding existing reserve of Citibank, Hong Kong Branch immediately prior to the appointed day, and all enactments and rules of law shall apply to or in respect of every such reserve of Citibank (Hong Kong) in the same manner in all respects as they applied to or in respect of the corresponding existing reserve of Citibank, Hong Kong Branch immediately prior to the appointed day.
(2) Every reference in subsection (1)(b) to an existing reserve of Citibank, Hong Kong Branch 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.

### Citibank (Hong Kong) Limited (Merger) Ordinance 《花旗銀行(香港)有限公司(合併)條例》

8. Taxation and revenue matters
(1) For the purposes of the Inland Revenue Ordinance (Cap. 112), on and from the appointed day Citibank (Hong Kong) shall be treated as if it were the continuation of and the same person in law with regard to the undertakings as Citibank, Hong Kong Branch.
(2) Accordingly (and without affecting the generality of subsection (1)) a vesting or deemed vesting in Citibank (Hong Kong) of any property or liability by virtue of this Ordinance does not constitute a sale or other divestiture of or a change in the nature of that property or the liability for any purpose under the Inland Revenue Ordinance (Cap. 112).
(3) The profits or losses of Citibank, Hong Kong Branch arising in the year of assessment in which the appointed day occurs, and for the period ended immediately prior to the appointed day, shall be taken into account for the purpose of computing the profits of Citibank, Hong Kong Branch which are chargeable to tax under Part 4 of the Inland Revenue Ordinance (Cap. 112) for the year of assessment in which the appointed day occurs.
(4) The profits or losses arising from the undertakings of Citibank, Hong Kong Branch transferred to Citibank (Hong Kong) for any period commencing on or after the appointed day shall be taken into account for the purpose of computing the profits of Citibank (Hong Kong) which are chargeable to tax under Part 4 of the Inland Revenue Ordinance (Cap. 112).
(Amended E.R. 1 of 2012)