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

44. Distribution of dividend
(1) For the purpose of a relevant distribution that is made by the Corporation during the financial year of the Corporation which includes the appointed day or at any time before any accounts are laid or filed in respect of that year—
(a) sections 79F to 79L of the relevant Ordinance have effect as if—
(i) any reference in those sections to the company’s accounts were a reference to the accounts of MTRC; and
(ii) any reference in those sections to the company’s last annual accounts or to the initial accounts of the company were a reference to the accounts of MTRC prepared in accordance with section 16 of the repealed Ordinance in respect of the last complete financial year of MTRC;
(b) the accounts of MTRC mentioned in paragraph (a)(ii) are regarded as satisfying the requirements of sections 79G and 79I of the relevant Ordinance.
(2) In this section—
relevant distribution (有關分發) means any distribution to which Part IIA of the relevant Ordinance applied.
(Replaced 28 of 2012 ss. 912 & 920)

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

45. Taxation
(1) For the purposes of the Inland Revenue Ordinance (Cap. 112), on and from the appointed day the Corporation is treated as if it were the continuation of and the same person in law as MTRC.
(2) Accordingly (and without affecting the generality of subsection (1))—
(a) a vesting in the Corporation of any property, right or liability by virtue of this Part does not constitute a sale or other disposal of or a change in the nature of that property, right or liability for any purpose under the Inland Revenue Ordinance (Cap. 112);
(b) the aggregate amount of any losses sustained by MTRC which are capable of but have not been carried forward and set off against assessable profits of MTRC for the purposes of section 19C of the Inland Revenue Ordinance (Cap. 112) as at the end of the last complete financial year of MTRC are deemed to be losses of the Corporation and, accordingly, available for set off against the assessable profits of the Corporation (or the Corporation’s share of assessable profits of a partnership in which it is a partner) for the purposes of that Ordinance.
(3) The profits of MTRC treated as profits of the Corporation in accordance with section 43(3)—
(a) shall not be taken into account for the purpose of computing the profits of MTRC 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 of the Corporation 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)

46. Stamp duty
No stamp or other duty is chargeable in respect of the transfer or vesting of any property or rights taking effect by virtue of this Part.

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

47. Interests in land
The vesting in the Corporation of an interest in land by virtue of this Part does 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); (Amended 16 of 2004 s. 16)
(b) constitute an assignment, transfer, devolution, parting with possession, dealing with or other disposition of that interest for the purposes of any instrument concerning or affecting that interest;
(c) operate as a breach of covenant or condition against alienation;
(d) give rise to any right of pre-emption, right of forfeiture, right of re-entry, option, damages or other right of action affecting land;
(e) invalidate or discharge any contract or security;
(f) operate so as to merge any leasehold interest in the reversion expectant on it;
(g) extinguish, affect, vary, diminish or postpone any priority of that interest, whether under the Land Registration Ordinance (Cap. 128), at law or in equity.

48. Perfection of vesting of foreign property, rights and liabilities
(1) MTRC and the Corporation shall take, as and when the Corporation considers appropriate, all steps necessary or desirable for securing that the vesting in the Corporation under this Part of any foreign property, right or liability is effective under the relevant foreign law.
(2) Until the vesting of any foreign property, right or liability of MTRC in the Corporation becomes effective under the relevant foreign law, MTRC shall hold that property or right for the benefit of, and discharge that liability on behalf of, the Corporation.
(3) Any costs and expenses incurred by MTRC under this section shall be met by the Corporation.
(4) Nothing in subsection (1) or (2) shall be taken as prejudicing the effect under the laws of Hong Kong of the vesting in the Corporation by virtue of section 37 or this section of any foreign property, right or liability.
(5) In this section, reference to any foreign property, right or liability is a reference to any property, right or liability in respect of which any issue arising in any proceedings would have to be determined (in accordance with the rules of private international law) by reference to the law of a place outside Hong Kong.

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

49. Evidence of vesting
(1) The production of a Government Printer’s copy, or a document certified by a solicitor to be a true copy of a Government Printer’s copy, of this Ordinance shall be conclusive evidence for all purposes of any vesting effected by virtue of this Part.
(2) Without affecting the generality of subsection (1), a certificate given by or on behalf of the Corporation on or after the appointed day that any property, right or liability specified in the certificate (being property or a right or liability which immediately before the appointed day was that of MTRC) is vested in the Corporation under this Part is conclusive evidence for all purposes of the fact so certified.
(3) The Corporation shall register or cause to be registered in the Land Registry a Government Printer’s copy of this Ordinance in respect of the vesting of the properties of MTRC in the Corporation.

50. Waiver of prohibition of vesting
A provision contained in any deed, contract or other document—
(a) prohibiting or having the effect of prohibiting the vesting under this Part; or
(b) to the effect that a default shall occur or be deemed to occur, or any right or liability shall cease, as a result of the vesting under this Part,
and to which MTRC is a party, is deemed to have been waived.

51. Evidence: books and documents
(1) Books and other documents which would, before the appointed day, have been evidence in respect of any matter for or against MTRC are admissible in evidence in respect of the same matter for or against the Corporation.
(2) In this section, documents (文件) has the same meaning as in section 46 of the Evidence Ordinance (Cap. 8). (Amended E.R. 6 of 2019)