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[接上页] (e) the undertaking of Chartered Capital shall be transferred to Standard Chartered Bank (Hong Kong) at its carrying value in the accounts of Chartered Capital as stated in them immediately prior to the appointed day; and (f) the amount, description and character of every reserve of Standard Chartered Bank (Hong Kong) shall be the same in all respects as those of the corresponding existing reserve of the transferring entities immediately prior to the appointed day, and all enactments and rules of law shall apply to or in respect of every such reserve of Standard Chartered Bank (Hong Kong) in the same manner in all respects as they applied to or in respect of the corresponding existing reserve of the transferring entities immediately prior to the appointed day.(2) Every reference in subsection (1)(f) to an existing reserve of a transferring entity 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. Cap 1174 s 10 Taxation and revenue matters (1) For the purposes of the Inland Revenue Ordinance (Cap 112), on and from the appointed day Standard Chartered Bank (Hong Kong) shall be treated as if it were the continuation of and the same person in law with regard to the undertakings as the transferring entities. (2) Accordingly (and without affecting the generality of subsection (1)) a vesting or deemed vesting in Standard Chartered Bank (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 the transferring entities 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 and losses of the transferring entities which are chargeable to tax under Part IV 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 the transferring entities transferred to Standard Chartered Bank (Hong Kong) for any period commencing on or after the appointed day shall be taken into account for the purpose of computing the profits and losses of Standard Chartered Bank (Hong Kong) which are chargeable to tax under Part IV of the Inland Revenue Ordinance (Cap 112). Cap 1174 s 11 Contracts of employment (1) Section 8(a) shall apply to a contract for the employment of any person by a transferring entity and employment with a transferring entity and Standard Chartered Bank (Hong Kong) under any such contract shall be deemed for all purposes to be a single continuing employment. (2) No director, secretary or auditor of a transferring entity shall by virtue only of this Ordinance become a director, secretary or auditor, as the case may be, of Standard Chartered Bank (Hong Kong). Cap 1174 s 12 Pensions, provident funds and gratuity benefits (1) The deeds and rules constituting or relating to the pension fund schemes and the provident fund schemes established for the benefit of employees of the transferring entities, and the gratuity benefits payable by the transferring entities, 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 the transferring entities there were substituted a reference to Standard Chartered Bank (Hong Kong). (2) No officer or employee of a transferring entity who becomes an officer or employee of Standard Chartered Bank (Hong Kong) by virtue of this Ordinance shall, by virtue only of this Ordinance, be entitled to participate in any pension fund scheme of, provident fund scheme of, or gratuity benefits payable by Standard Chartered Bank (Hong Kong), and no existing officer or employee of Standard Chartered Bank (Hong Kong) shall, by virtue only of this Ordinance, be entitled to participate in any pension fund scheme of, provident fund scheme of, or gratuity benefits payable by a transferring entity. Cap 1174 s 13 Waiver of prohibition of merger (1) Any provision contained in any contract or other document to which a transferring entity or Standard Chartered Bank (Hong Kong) or any of their respective subsidiaries is a party or to which Standard Chartered 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 undertaking of a transferring entity which prohibits or has the effect of prohibiting the transfer and vesting or deemed transfer and vesting of any of the undertakings of the transferring entities in Standard Chartered Bank (Hong Kong) shall be deemed by this Ordinance to have been waived. |