THE HONGKONGʻ
VERNMENT GAZETTE, 26TH MAY, 1977.
be kept in penal servitude for life or for any term not less than three years, or to be imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement.
XXXV. Whosoever, without lawful authority or excuse, the Penalties on proof whereof shall be on the party accused, engraves or makes persons upon any plate, wood, stone, or other material, any share warrant engraving plates, &c. or coupon purporting to be a share warrant or coupon issued or [sec. 36] made by any particular company under and in pursuance of this Ordinance, or to be a blank share warrant or coupon issued or made as aforesaid, or to be a part of such share warrant or coupon, or uses any such plate, wood, stone, or other material for the making or printing any such share warrant or coupon, or any such blank share warrant or coupon, or any part thereof respectively, or knowingly has in his custody or possession any such plate, wood, stone, or other material, shall be guilty of felony, and being con- victed thereof, shall be liable, at the discretion of the court, to be kept in penal servitude for any term not exceeding fourteen years and not less than three years, or to be imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement.
Contracts.
XXXVI. Contracts on behalf of any company under the prin- Contracts, cipal Ordinance may hercafter be made as follows, that is to say:- how made.
(1.) Any contract which, if made between private persons, [sec. 87].
would be by law required to be in writing, and under seal, may be made on behalf of the company in writing under the common seal of the company, and such con- tract may be in the same manner varied or discharged. (2.) Any contract which, if made between private persons, would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company, and such contract may in the same manner be varied or discharged.
(3.) Any contract which, if made between private persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on be- half of the company by any person acting under the express or implied authority of the company, and such contract may, in the same way, be varied or discharged. And all contracts made according to the provisions herein con- tained shall be effectual in law, and shall be binding upon the company and their successors and all other parties thereto, their heirs, executors, or administrators, as the case may be.
names of any
XXXVII. Every prospectus of a company and every notice Prospectus, inviting persons to subcribe for shares in any joint stock &e; to specify company, shall specify the dates and the names of the parties to dates and any contract entered into by the company, or the promoters, parties to any directors, or trustees thereof, before the issue of such prospect or contract made notice, whether subject to adoption by the directors or the prior to issue of company, or otherwise, and any prospectus or notice not specify- such pros- ing the same shall be deemed fraudulent on the part of the pectus. promoters, directors and officers of the company knowingly issuing the same, as regards any person taking shares in the company on the faith of such prospectus, unless he shall have had notice of such contract.
Meetings.
months after registration.
XXXVIII. Every company formed under the principal Ordinance Company to after the commencement of this Ordinance, shall hold a general hold meeting meeting within four months after its memorandum of association within four is registered; and if such meeting is not held, the company shall be liable to a penalty not exceeding twenty-five dollars a day for [see. 39]. every day after the expiration of such four months until the meet- ing is held; and every director or manager of the company, and every subscriber of the memorandum of association, who know- ingly authorises or permits such default, shall be liable to the same penalty.
Winding-up.
XXXIX. Whenever any compromise or arrangement is pro- To facilitate posed between a company, which is in course of being wound-up, compromises
in winding-up. and its creditors or any class of its creditors, the court upon the [33 & 34 Vie. application in a summary way of any creditor, or of the liquida- c. 104]. tor, may, in addition to its other powers, order that a meeting of such creditors or class of creditors be summoned in such manner as the court directs, and if at such meeting a majority in number, present in person or by proxy, and representing three-fourths in value of such creditors or class of creditors, agree to any compro- mise or arrangement, such compromise or arrangement, if sanc- tioned by an order of the court, shall be binding on all such cre- ditors or class of creditors, and on the liquidator and contributo- ries of the company.
269