Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 1

Chapter: 1177 CITIBANK (HONG KONG) LIMITED (MERGER)
ORDINANCE

Gazette Number Version Date


Long title 5 of 2005 03/06/2005


An Ordinance to provide for the vesting in Citibank (Hong Kong) Limited (花旗銀行(香港)有限公司) of the
undertakings of the Hong Kong branch of Citibank, N.A. and for other related purposes.


[3 June 2005]


(Originally 5 of 2005)

Preamble E.R. 2 of 2014 10/04/2014


WHEREAS—
(a) Citibank (Hong Kong) Limited (花旗銀行 (香港 )有限公司 ) (hereinafter called “Citibank (Hong

Kong)”) is a company incorporated under the laws of Hong Kong having its registered office in Hong
Kong and is a bank authorized under the Banking Ordinance (Cap 155);

(b) Citibank, N.A. (花旗銀行) (hereinafter called “Citibank”) is a national banking association organized
under the laws of the United States having its principal place of business in the State of New York and is a
bank authorized under the Banking Ordinance (Cap 155) carrying on the business of banking in Hong Kong
and elsewhere;

(c) Citibank operates that part of its business which constitutes the retail banking business in Hong Kong
through a branch in Hong Kong (hereinafter called “Citibank, Hong Kong Branch”);

(d) Citibank (Hong Kong) is a wholly owned subsidiary of Citibank and is a member of the Citibank group of
companies of which Citigroup Inc. is the ultimate holding company;

(e) for the better conduct of the businesses of Citibank (Hong Kong) and Citibank, it is expedient that the
undertakings of Citibank, Hong Kong Branch which constitute the retail banking business of Citibank,
Hong Kong Branch in Hong Kong be merged into, and succeeded by, Citibank (Hong Kong) and that such
merger and succession should occur by means of a transfer of the undertakings of Citibank, Hong Kong
Branch which constitute the retail banking business of Citibank, Hong Kong Branch in Hong Kong to
Citibank (Hong Kong);

(f) in view of the extent of the contractual and other legal relationships affecting the conduct of the
undertakings of Citibank, Hong Kong Branch which constitute the retail banking business of Citibank,
Hong Kong Branch in Hong Kong, it is expedient that the said undertakings be transferred to Citibank
(Hong Kong) by this Ordinance without interference with the conduct and continuity of the business of
Citibank, Hong Kong Branch.


(Enacting provision omitted—E.R. 2 of 2014)


Section: 1 Short title 5 of 2005 03/06/2005


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

Section: 2 Interpretation L.N. 163 of 2013 03/03/2014


(1) In this Ordinance, unless the subject or context otherwise requires—
“appointed day” (指定日期) means such day as may be appointed pursuant to section 3;
“banking or other financial services” (銀行或其他財務服務) includes the taking of deposits, the provision of

payment and remittance services, the provision of facilities for the purchase or sale of foreign currencies,
securities or other financial instruments and the incurring of financial exposure mentioned in section 81(2) of the
Banking Ordinance (Cap 155);



Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 2

“Citibank” (花旗) means Citibank, N.A. (花旗銀行);
“Citibank (Hong Kong)” (花旗(香港)) means Citibank (Hong Kong) Limited (花旗銀行(香港)有限公司);
“Citibank, Hong Kong Branch” (花旗香港分行) means Citibank acting through each of the places in Hong Kong

at which Citibank carries on business;
“corporate banking business” (公司銀行業務) means—

(a) the business carried on by Citibank, Hong Kong Branch for the provision of banking or other financial
services to companies but does not include such services so provided as part of its retail banking
business; and

(b) all existing property and liabilities of whatsoever nature as recorded in or created by any of the books
and records of Citibank, Hong Kong Branch that are kept in respect of the corporate banking business
of Citibank, Hong Kong Branch;

“customer” (客戶) means any person having a banking account or other dealing, transaction or arrangement with
Citibank, Hong Kong Branch;

“data protection principles” (保障資料原則) means the data protection principles set out in Schedule 1 to the
Personal Data (Privacy) Ordinance (Cap 486);

“excluded property and liabilities” (除外財產及法律責任) means—
(a) the common seal of Citibank, Hong Kong Branch;
(b) documents required to be kept by Citibank, Hong Kong Branch pursuant to the Companies Ordinance

(Cap 32) as in force from time to time before the commencement date* of section 2 of Schedule 9 to
the Companies Ordinance (Cap 622) and other applicable law; (Amended 28 of 2012 ss. 912 & 920)

(c) any liability recorded in the books of Citibank, Hong Kong Branch as being due to Citibank under the
caption “Profit/Loss Awaiting Remittance”; and

(d) all existing property, reserves and liabilities of Citibank, Hong Kong Branch of whatsoever nature as
recorded in or created by any of the books and records of Citibank, Hong Kong Branch which relate in
whole or in part to the corporate banking business, the private banking business or any other
businesses of Citibank, Hong Kong Branch other than to the retail banking business;

“existing” (現有) means existing, outstanding or in force immediately prior to the appointed day;
“liabilities” (法律責任) means duties and obligations of every description (whether present or future, actual or

contingent);
“Privacy Commissioner” (私隱專員) means the Privacy Commissioner for Personal Data established under

section 5(1) of the Personal Data (Privacy) Ordinance (Cap 486);
“private banking business” (私人銀行業務) means—

(a) the business carried on by Citibank, Hong Kong Branch for the provision of banking or other financial
services to individuals who are considered by Citibank, Hong Kong Branch to be of high net worth but
does not include such services so provided as part of its retail banking business; and

(b) all existing property and liabilities of whatsoever nature as recorded in or created by any of the books
and records of Citibank, Hong Kong Branch that are kept in respect of the private banking business of
Citibank, Hong Kong Branch;

“property” (財產 ) means property and assets of every description wheresoever situate and rights of every
description (whether present or future, actual or contingent) including, without limitation, rights as beneficiary
under trust or nominee arrangements and includes property held on trust or in a fiduciary capacity and security
interests, benefits and powers of every description;

“retail banking business” (零售銀行業務) means—
(a) the business carried on by Citibank, Hong Kong Branch for the provision of banking or other financial

services to individuals, firms, partnerships, unincorporated businesses or companies and acting as an
insurance agent within the meaning of the Insurance Companies Ordinance (Cap 41) which do not
form part of the corporate banking business, the private banking business or any other businesses of
Citibank, Hong Kong Branch; and

(b) all existing property and liabilities of whatsoever nature as recorded in or created by any of the books
and records of Citibank, Hong Kong Branch that are kept in respect of the retail banking business of
Citibank, Hong Kong Branch;



Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 3

“security interest” (抵押權益) includes a mortgage or charge (whether legal or equitable and whether fixed or
floating), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or constructive),
hypothecation, hypothec, assignment by way of security, indemnity, right of set-off, flawed asset arrangement,
agreement or undertaking, right of compensation or undertaking, any standard security, any assignation or
disposition ex facie absolute and any agreement or other deed, instrument or document qualifying the same, any
bond and disposition or assignation in security, any bond of cash credit, any bond of cash credit and disposition
or assignation in security, any assignation in security, any real right or burden of whatever kind in the nature of a
security and any other deed, document, conveyance, instrument, arrangement or means (in each case made,
granted, arising or subsisting under any applicable law) for securing the payment or discharge of any debt or
liability and also includes any agreement or undertaking (in each case, whether in writing or not) to give or
execute any of the foregoing whether upon demand or otherwise or other means (in each case made, granted,
arising or subsisting under any applicable law) for securing the payment or discharge of a debt or liability
(whether present or future, actual or contingent);

“subsidiary” (附屬公司) has the meaning given by section 15 of the Companies Ordinance (Cap 622) for the
purposes of that Ordinance; (Amended 28 of 2012 ss. 912 & 920)

“undertakings” (業務) means the businesses and all existing property, reserves and liabilities of Citibank, Hong
Kong Branch of whatsoever nature as recorded in or created by any of the books and records of Citibank, Hong
Kong Branch (other than any excluded property and liabilities).

(Amended 28 of 2012 ss. 912 & 920)
(2) Any reference in this Ordinance to property or liabilities of Citibank, Hong Kong Branch is a reference to

property or liabilities (other than the excluded property and liabilities) to which Citibank, Hong Kong Branch is
immediately prior to the appointed day entitled or subject (whether beneficially or in any fiduciary capacity), wherever
such property or liabilities are situated or arise and whether or not capable of being transferred or assigned by
Citibank, Hong Kong Branch, and whether Citibank, Hong Kong Branch is entitled to such property or subject to such
liabilities under the laws of Hong Kong or under the laws of any country, territory or place outside Hong Kong.

(3) Any body politic or corporate and any other person or persons whose rights are affected by any of the
provisions of this Ordinance shall be deemed to be mentioned herein.
_________________________________________________________________________________
Note:
* Commencement date : 3 March 2014.

Section: 3 Notice of appointed day 5 of 2005 03/06/2005


(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.

Section: 4 Vesting of the undertakings in Citibank (Hong Kong) 5 of 2005 03/06/2005


(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).





Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 4

Section: 5 Trust property 5 of 2005 03/06/2005


(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.

Section: 6 Supplementary provisions 5 of 2005 03/06/2005


Without prejudice to the generality of any other provision of this Ordinance but subject to any provision of this
Ordinance to the contrary effect, the following provisions of this section shall have effect other than in relation to the
excluded property and liabilities—

(a) All existing contracts, agreements, insurance policies, options, novations, certificates, awards, land
grants, conveyances, deeds, leases, licences, notices, permits, guarantees, documents granting or
comprising any security interest, bonds, indemnities, mandates, instructions and other instruments and
undertakings entered into by, made with, given to or by or addressed to Citibank, Hong Kong Branch
or (in so far as they are) entered into by, made with, given to or by or addressed to Citibank and
insurance policies in which Citibank, Hong Kong Branch has an interest (and in any such case where
the rights, liabilities, interest or any chose in action under or established by such instruments forms
part of the undertakings) (whether alone or with any other person and whether as principal or agent and
whether in writing or not), shall be construed and have effect on and from the appointed day as if—
(i) Citibank (Hong Kong) had been a party thereto instead of Citibank, Hong Kong Branch or, as the

case may be, Citibank;
(ii) for any reference (however worded and whether express or implied) to Citibank, Hong Kong

Branch or, as the case may be, Citibank there were substituted, as respects anything falling to be
done on or after the appointed day, a reference to Citibank (Hong Kong); and

(iii) any reference (however worded and whether express or implied) to the directors or to any
director, officer or employee of Citibank, Hong Kong Branch or, as the case may be, Citibank
were, as respects anything falling to be done on or after the appointed day, a reference to the
directors of Citibank (Hong Kong) or, as the case may require, to such director, officer or
employee of Citibank (Hong Kong) as Citibank (Hong Kong) may appoint for that purpose or, in
default of appointment, to the director, officer or employee of Citibank (Hong Kong) who
corresponds as nearly as may be to the first-mentioned director, officer or employee.

(b) Paragraph (a)(ii) shall, subject to the provisions of section 14, apply to any statutory provision, to any
provision of any existing contract to which Citibank, Hong Kong Branch or, as the case may be,
Citibank was not a party and to any provision of any other existing document (not being a contract or a
will) as they apply to a contract to which that paragraph applies.

(c) Any account between Citibank, Hong Kong Branch and a customer shall, on the appointed day, be
transferred to Citibank (Hong Kong) and become an account between Citibank (Hong Kong) and such
customer subject to the same conditions and incidents including, without limitation, any account
number as theretofore; and each such account shall be deemed for all purposes to be a single



Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 5

continuing account; and any existing contracts, agreements, insurance policies, options, novations,
certificates, awards, land grants, conveyances, deeds, leases, licences, notices, permits, guarantees,
documents granting or comprising any security interest, bonds, indemnities, mandates, instructions and
other instruments and undertakings entered into by, made with, given to or by or addressed to Citibank,
Hong Kong Branch (whether alone or with any other person and whether as principal or agent and
whether in writing or not), shall be construed and have effect on and from the appointed day as if any
reference (however worded and whether express or implied) to such account between Citibank, Hong
Kong Branch and a customer there were substituted, as respects anything falling to be done on or after
the appointed day, and so far as the context permits, a reference to the continuing account between
Citibank (Hong Kong) and such customer:

Provided that nothing in this Ordinance shall affect any right of Citibank (Hong Kong) or of any
customer to vary the conditions or incidents subject to which any account is kept.

(d) Any existing instruction, order, direction, mandate, power of attorney, authority, undertaking or
consent (whether in writing or not and whether or not in relation to an account) given to or by
Citibank, Hong Kong Branch or (in so far as they are) given to or by Citibank on behalf of Citibank,
Hong Kong Branch, either alone or jointly with another person, shall apply and have effect, on and
from the appointed day, as if given to or by Citibank (Hong Kong) or, as the case may be, to or by
Citibank (Hong Kong) jointly with such other person.

(e) Any negotiable instrument or order for payment of money drawn on, or given to, or accepted or
endorsed by, Citibank, Hong Kong Branch or Citibank on behalf of Citibank, Hong Kong Branch, or
payable at any place of business of Citibank, Hong Kong Branch, whether so drawn, given, accepted
or endorsed prior to, on or after the appointed day, shall have the same effect on and from the
appointed day, as if it had been drawn on, or given to, or accepted or endorsed by Citibank (Hong
Kong), or were payable at the same place of business of Citibank (Hong Kong).

(f) The custody of any document or record, goods or other thing held by Citibank, Hong Kong Branch as
bailee shall pass to Citibank (Hong Kong) on the appointed day, and the rights and obligations of
Citibank, Hong Kong Branch under any contract of bailment relating to any such document or record,
goods or thing shall on that day become rights and obligations of Citibank (Hong Kong).

(g) (i) Any security interest held immediately prior to the appointed day by Citibank, Hong Kong
Branch, or by a nominee or agent of or trustee for Citibank, Hong Kong Branch, as security for
the payment or discharge of any liability shall, on and from the appointed day, be held by, or, as
the case may require, by that nominee, agent or trustee for, Citibank (Hong Kong), and be
available to Citibank (Hong Kong) (whether for its own benefit or, as the case may be, for the
benefit of any other person) as security for the payment or discharge of that liability.

(ii) In relation to any security interest vested or deemed to be vested in Citibank (Hong Kong) in
accordance with the provisions of this Ordinance and any liability thereby secured, Citibank
(Hong Kong) shall be entitled to the rights and priorities and be subject to the obligations and
incidents to which Citibank, Hong Kong Branch would have been entitled and subject if it had
continued to hold the security interest.

(iii) Without prejudice to the generality of subparagraph (ii), in any case where any existing liability
subsists between Citibank, Hong Kong Branch and Citibank (Hong Kong), in respect of which
Citibank, Hong Kong Branch or Citibank (Hong Kong), or a nominee or agent of or trustee for
Citibank, Hong Kong Branch or Citibank (Hong Kong) holds a security interest, any liability
referred to in subparagraph (ii) shall, for the purpose of enforcing or realizing that security
interest, be deemed to continue in effect notwithstanding the vesting of the undertakings in
Citibank (Hong Kong).

(iv) Any security interest referred to in subparagraph (i), (ii) or (iii) and which extends to future
advances or liabilities shall, on and from the appointed day, be available to Citibank (Hong
Kong) (whether for its own benefit or, as the case may be, for the benefit of any other person) as
security for the payment of future advances and discharge of future liabilities to the same extent
and in the same manner in all respects as future advances by, or liabilities to, Citibank, Hong
Kong Branch or Citibank (Hong Kong) were secured thereby immediately prior to that day.

(v) Notwithstanding subparagraph (i), where immediately prior to the appointed day, any security
interest would not be available to Citibank (Hong Kong) as security for the payment or discharge
of any liability owing to it or to Citibank, Hong Kong Branch as security for the payment or



Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 6

discharge of any liability owing to it, such security interest shall not become available to
Citibank (Hong Kong) as security for such liability on and from the appointed day by virtue of
this Ordinance, unless—
(A) the terms of such security interest expressly provide otherwise;
(B) Citibank (Hong Kong) obtains the written consent of the person or persons who granted

such security interest; or
(C) such security interest arises at general law.

(vi) Notwithstanding subparagraph (ii), where immediately prior to the appointed day, Citibank
(Hong Kong) would not, in respect of any liability owing to it, be entitled to the rights and
priorities in relation to any security interest then in existence, or Citibank, Hong Kong Branch
would not, in respect of any liability owing to it, be entitled to the rights and priorities in relation
to any security interest then in existence, Citibank (Hong Kong) shall not, in respect of such
liability, be entitled to such rights and priorities on and from the appointed day by virtue of this
Ordinance, unless—
(A) the terms of such security interest expressly provide otherwise;
(B) Citibank (Hong Kong) obtains the written consent of the person or persons who granted

such security interest; or
(C) such security interest arises at general law.

(h) (i) Where by virtue of this Ordinance any right or liability of Citibank, Hong Kong Branch or
Citibank where it holds any right or liability on behalf of Citibank, Hong Kong Branch becomes
or is deemed to become a right or liability of Citibank (Hong Kong), Citibank (Hong Kong) and
all other persons shall, on and from the appointed day, have the same rights, powers and
remedies (and in particular the same rights and powers as to taking or resisting legal proceedings
or making or resisting applications to any authority) for ascertaining, perfecting or enforcing that
right or liability as if it had at all times been a right or liability of Citibank (Hong Kong); and any
legal proceedings or application to any authority existing or pending immediately prior to the
appointed day by or against Citibank, Hong Kong Branch or, as the case may be, Citibank may
be continued by or against Citibank (Hong Kong).

(ii) Where any right or liability of Citibank, Hong Kong Branch or Citibank where it holds any right
or liability on behalf of Citibank, Hong Kong Branch was prior to the appointed day the subject
of arbitral or legal proceedings to which Citibank, Hong Kong Branch or Citibank on behalf of
Citibank, Hong Kong Branch was a party, Citibank (Hong Kong) shall on and from the
appointed day automatically be substituted for Citibank, Hong Kong Branch or, as the case may
be, Citibank as a party to those proceedings, without the need for consent from any other party or
from the arbitrator.

(i) Any judgment or award obtained by or against Citibank, Hong Kong Branch or Citibank where it has
obtained a judgment or award or had a judgment or award held against it on behalf of Citibank, Hong
Kong Branch and not fully satisfied prior to the appointed day shall on that day, to the extent to which
it is enforceable by or against Citibank, Hong Kong Branch or Citibank on behalf of Citibank, Hong
Kong Branch, become enforceable by or against Citibank (Hong Kong).

(j) Any court order which applies to Citibank, Hong Kong Branch or to Citibank on behalf of Citibank,
Hong Kong Branch shall on and from the appointed day apply to Citibank (Hong Kong) instead of to
Citibank, Hong Kong Branch or, as the case may be, Citibank.

(k) Nothing in this Ordinance shall terminate or prejudicially affect the appointment, authority, rights or
powers of any receiver or of any receiver and manager appointed by Citibank, Hong Kong Branch,
whether alone or with others, prior to the appointed day.

(l) The Privacy Commissioner may, on and from the appointed day, exercise in respect of Citibank (Hong
Kong) any power under the Personal Data (Privacy) Ordinance (Cap 486) which he could have
immediately prior to the appointed day exercised in respect of Citibank, Hong Kong Branch in respect
of a breach or alleged breach by Citibank, Hong Kong Branch of that Ordinance or the data protection
principles; but the transfer to, and vesting in, Citibank (Hong Kong) by this Ordinance of the
undertakings of Citibank, Hong Kong Branch and any disclosure to Citibank (Hong Kong) of any
information in contemplation or as a result thereof shall not amount to a breach of any duty of
confidentiality to which Citibank, Hong Kong Branch is subject immediately prior to the appointed
day or to a contravention by Citibank (Hong Kong) or Citibank, Hong Kong Branch of the Personal



Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 7

Data (Privacy) Ordinance (Cap 486) or the data protection principles.

Section: 7 Accounting treatment of Citibank (Hong Kong) and

Citibank, Hong Kong Branch
5 of 2005 03/06/2005



(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.

Section: 8 Taxation and revenue matters E.R. 1 of 2012 09/02/2012


(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)

Section: 9 Waiver of prohibition of merger 5 of 2005 03/06/2005


(1) Any provision contained in any contract or other document to which Citibank, Hong Kong Branch or
Citibank (Hong Kong) or any of their respective subsidiaries is a party or to which Citibank is a party but the rights,
liabilities or any chose in action under or established by such contract or other document forms part of the
undertakings of Citibank, Hong Kong Branch which prohibits or has the effect of prohibiting the transfer and vesting
or deemed transfer and vesting of the undertakings of Citibank, Hong Kong Branch in Citibank (Hong Kong) shall be
deemed by this Ordinance to have been waived.

(2) Any provision contained in any contract or other document or other agreement to the effect that a breach of
contract or a default shall occur or be deemed to occur as a result of the transfer and vesting or deemed transfer and
vesting of the undertakings of Citibank, Hong Kong Branch in Citibank (Hong Kong), and to which Citibank, Hong
Kong Branch or Citibank (Hong Kong) or any of their respective subsidiaries is a party or to which Citibank is a party
but the rights, liabilities or any chose in action under or established by such contract or other document or other
agreement forms part of the undertakings of Citibank, Hong Kong Branch, shall be deemed by this Ordinance to have
been waived.



Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 8


Section: 10 Evidence: books and documents 5 of 2005 03/06/2005


(1) All books and other documents which would, prior to the appointed day, have been evidence in respect of
any matter for or against Citibank, Hong Kong Branch shall be admissible in evidence in respect of the same matter
for or against Citibank (Hong Kong) so far as they relate to the undertakings.

(2) In this section, “documents” (文件) has the same meaning as in section 46 of the Evidence Ordinance
(Cap 8).

Section: 11 Part III of Evidence Ordinance (Cap 8) 5 of 2005 03/06/2005


(1) On and from the appointed day, Part III of the Evidence Ordinance (Cap 8) shall apply to the banker’s
records of Citibank, Hong Kong Branch vested or deemed to be vested in Citibank (Hong Kong) by virtue of this
Ordinance, and to entries made in those records prior to the appointed day, as if such records were the records of
Citibank (Hong Kong).

(2) For the purposes of section 20 of the Evidence Ordinance (Cap 8), banker’s records which are deemed to
have become the banker’s records of Citibank (Hong Kong) by virtue of this Ordinance shall be deemed to have
been the ordinary banker’s records of Citibank (Hong Kong) at the time of the making of an entry therein which
purports to have been made prior to the appointed day, and any such entry shall be deemed to have been made in the
usual and ordinary course of business.

(3) For the purposes of sections 40 and 41 of the Evidence Ordinance (Cap 8), documents previously in the
custody or control of Citibank, Hong Kong Branch that relate to the undertakings shall by virtue of this Ordinance be
deemed to be documents previously in the custody or control of Citibank (Hong Kong).

(4) In this section, “banker’s records” (銀行紀錄) shall be construed in accordance with section 2 of the
Evidence Ordinance (Cap 8).

Section: 12 Evidence of transfer and vesting 5 of 2005 03/06/2005


(1) The production of a Government Printer’s copy of this Ordinance shall, for all purposes, be conclusive
evidence of the transfer and vesting or deemed transfer and vesting of the undertakings or any part of them of
Citibank, Hong Kong Branch in Citibank (Hong Kong) in accordance with the provisions of this Ordinance.

(2) Without prejudice to the generality of subsection (1)—
(a) a Government Printer’s copy of this Ordinance, together with evidence of publication of notice of the

appointed day, shall, in relation to any registered securities transferred to, and vested or deemed to be
vested in, Citibank (Hong Kong) by virtue of this Ordinance, operate for all purposes as a duly
executed instrument of transfer in respect of the transfer of such registered securities from Citibank,
Hong Kong Branch to Citibank (Hong Kong);

(b) any deed or other document made or executed on or after the appointed day, whereby Citibank (Hong
Kong) or Citibank, Hong Kong Branch, whether alone or jointly with any other person, conveys or
transfers, or purports to convey or transfer, to any person (whether for consideration or not) or applies
to be registered as the holder or proprietor of, any property held by Citibank, Hong Kong Branch
immediately prior to the appointed day and forming part of the undertakings, whether alone or jointly
with any other person, shall be sufficient evidence that, the interest of Citibank, Hong Kong Branch in
that property is vested or deemed to be vested in Citibank (Hong Kong) under this Ordinance;

(c) where there is any other transaction or purported transaction by Citibank (Hong Kong) or Citibank,
Hong Kong Branch on or after the appointed day in connection with, or in relation to, any property or
liabilities which are property or liabilities of Citibank, Hong Kong Branch immediately prior to that
day and forming part of the undertakings, it shall be deemed in favour of any other party to the
transaction, or any person claiming through or under him, that Citibank (Hong Kong) has full power
and authority for that transaction as if the property or liabilities were vested or deemed to be vested in
it under this Ordinance;

(d) a certificate given by or on behalf of Citibank (Hong Kong) at any time that any property or liabilities
specified in the certificate (which property or liabilities immediately prior to the appointed day are the



Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 9

property or liabilities of Citibank, Hong Kong Branch) are or, as the case may be, are not, deemed to
be vested in Citibank (Hong Kong) under this Ordinance, shall be conclusive evidence for all purposes
of the fact so certified.

(3) Nothing in subsection (2)(c) or (d) shall affect the liability of Citibank (Hong Kong) and Citibank, Hong
Kong Branch to one another in respect of anything done, or purporting to have been done, by any of them in
connection with, or in relation to, any property or liabilities.

(4) In subsection (2)—
(a) “convey” (轉易) includes mortgage, charge, lease, assent, vest by way of vesting declaration or

vesting instrument, disclaim, release or otherwise assure; and
(b) “registered securities” (註冊證券) means shares, stocks, debentures, loans, bonds, units of a unit

trust scheme or other shares of the investments subject to the trusts of such a scheme, and other
securities of any description which are transferable and the holders of which are entered in a register
(whether maintained in Hong Kong or elsewhere).

(5) Nothing in this section applies to any property and liabilities falling within section 4(2).

Section: 13 Interests in land 5 of 2005 03/06/2005


(1) The vesting or deemed vesting in Citibank (Hong Kong) of an interest in land by virtue of this Ordinance
shall not where applicable—

(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);

(b) constitute an assignment or underlease of, or an agreement to assign or underlet, that interest for the
purposes of section 6(1)(b) of the Landlord and Tenant (Consolidation) Ordinance (Cap 7);

(c) operate so as to merge any leasehold interest in the reversion expectant on it;
(d) constitute an assignment, transfer, devolution, parting with possession, dealing with or other

disposition of that interest for the purposes of any provision contained in any instrument concerning or
affecting that interest;

(e) operate as a breach of covenant or condition against alienation;
(f) give rise to any forfeiture, damages or other right of action;
(g) invalidate or discharge any contract or security interest;
(h) extinguish, affect, vary, diminish or postpone any priority of that interest, whether under the Land

Registration Ordinance (Cap 128), at law or in equity.
(2) All existing registrations of any instruments relating to land or interests in land which form part of or

otherwise relate to the undertakings that are in the name of Citibank, Hong Kong Branch, or Citibank (whether alone
or with any other person) immediately prior to the appointed day shall be construed and have effect on and from the
appointed day as if the name “Citibank (Hong Kong) Limited (花旗銀行(香港)有限公司)” had been entered on
the land register instead of the name of Citibank, Hong Kong Branch or, as the case may be, Citibank.

(3) To enable Citibank (Hong Kong) to complete title, if thought fit, to any property transferred to it and vested
or deemed to be vested in it by virtue of this Ordinance by notice of title, deed, instrument or otherwise, or to deduce
title, this Ordinance shall be deemed to be an assignment, conveyance, transfer or, as the case may be, an instrument
of a general disposition of such property in favour of Citibank (Hong Kong) and the production of a Government
Printer’s copy of this Ordinance shall be conclusive evidence of this Ordinance for the purpose of proving or
deducing title in favour of Citibank (Hong Kong).

(4) For the purpose of enabling the public to be informed of this Ordinance through the public records at the
Land Registry in relation to the properties or interests in land affected by this Ordinance, Citibank (Hong Kong) shall
register or cause to be registered in the Land Registry a Government Printer’s copy of this Ordinance against a
property transferred to it and vested or deemed to be vested in it by virtue of this Ordinance in respect of the vesting of
all the properties of Citibank, Hong Kong Branch, or Citibank, in the case of some properties, held on behalf of or
which form part of the undertakings of Citibank, Hong Kong Branch transferred to and vested or deemed to be vested
in Citibank (Hong Kong) by virtue of this Ordinance.

(5) For the avoidance of doubt, nothing in this section shall exempt Citibank (Hong Kong) and Citibank, Hong
Kong Branch from the provisions of the Stamp Duty Ordinance (Cap 117).




Cap 1177 - CITIBANK (HONG KONG) LIMITED (MERGER) ORDINANCE 10

Section: 14 Saving for other enactments 5 of 20005 03/06/2005


Nothing in this Ordinance shall exempt Citibank (Hong Kong) or Citibank, Hong Kong Branch or any
subsidiary of Citibank (Hong Kong) or Citibank, Hong Kong Branch from the provisions of any enactment regulating
the carrying on of the business of any of them.

Section: 15 Saving for companies L.N. 163 of 2013 03/03/2014


Nothing in this Ordinance shall prejudice the powers of Citibank (Hong Kong) 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 Citibank to alter its memorandum and articles of
association or to dispose of, or deal with, its property, security interests or liabilities prior to the appointed day.

(Amended 28 of 2012 ss. 912 & 920)

Section: 16 Saving 5 of 2005 03/06/2005


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.