October 20, 1902.]
CHINA OVERLAND TRADE REPORT.
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steamer from Sandakan, the object of such be more accurately judged later on by actual approaches being to bring about if possible the experience. It is not proposed that the re- amalgamation of the businesses of the two Com- mainder of the proposed new Company's panies. Dae consideration was given to these capital, say $168,000, should be issued for the by the Consulting Committee, and various present, and this will be kept in reserve to tentative proposals were exchanged on the issue later on as circumstances may render subject, but same did not lead to any conclusion, necessary or desirable. It will no doubt occur and the project was allowed to drop until to you to enquire as to the prospects of work matters could be discussed personally with the ing to advantage the combined Companies with parties interest d in London by our Manager, a paid-up capital of £552,000. Regarding this Mr. J. Wheeley, who proceeded home on leave I may say that, as the fusion of the two Com- at the end of March last. Since his arrival in panies will introduce the interests of certain Eugland, Mr. Wheeley has been looking into parties in London who are already largely the matter, and we have had an exchange of interested in, or in touch with, various enter. telegrams and letters with him, resulting in prises which have considerable requirements, certain proposals, which we consider it will be present and prospective, for such timbers as the to the advantage of the Company to accept, and proposed new Company will supply, we are of we therefore recommend them for your approval. opinion that there is an excellent prospect for In connection with the negotiations which have very considerably increasing the output of such t ken place it may be of some interest to you timber, and for finding markets for same. to mention that Mr. Wheeley has been in con- Hitherto this Company has with but few ex- sultation with ir C. P. Cheter, also at present ceptions, practically confined its operations in in England, who has given his assistance, aud the timber business to the supplying of also his approval of the proposals. Broadly requirements in Hongkong and Borneo itself, speaking, the proposals made are to the follow- and this has pretty well taken up the Company's ing effect: It is proposed that the China resources in the way of capital and equipment, Borneo Co., Ld., and the Borneo Hardwood but it would appear pretty certain that other Co., Ld., should be amalgamated on the markets requiring extensive supplies of both fllowing lines: A new limited liability rough and sawn timber will shortly become Company to be formed, and registered at available, and by this amalgamation of interests Hongkong, with direction and management giving us increased working capital, and equip here. Capital to be say $720,000 in 60,000 ment. generally, we shall be in a position to avail shares of $12 each, of which, for the present, of the larger requirements we expect to have to say 46,000 fully paid shares-8552,000 only will deal with. Iu regard to the business, assets and be issued, as set forth hereafter, leaving 14,000 effects of the Borneo Hardwood Co., Ld., shares=$168,0 0 to be issued later ou, as may proposed to be taken over by the new Company be required. The new Company to take over I may mention that the project has the entire the properties, lands, buildings, business good-support and approval of our Manager in Borneo, will, and assets and liabilities, contracts, and who considers it would be a desirable acquisition. Pugagements of the China Borneo Co, Ld., as He has recently been visiting their establish- and from 1st January, 1901 (excepted from the above ments, &c., with the view of examining same, the uncalled capital, and the dividend which was arriving at a valuation of their assets and effects, paid in March last). In consideration for the and he seems well satisfied that at the valuation foregoing the shareholders of the China-Borneo figures the various assets will stand at reasoa- Co., Ld., to receive in exchange for their present able if not moderate cost. I may here state that shares, pro rata according to their holdings, one point about the scheme is that no valuation 25,000 fully paid shares in the new Cox pany has been placed on the Borneo Hardwood Co.'s of the nominal value of $300,00. The timber concession, which is well supplied with new Company to take over as from date suitable timber, and will be handed over to the of valuation the business and goodwill, timber proposed new Company, and another point is concession, and various assets and properties of that no payment has beau, or will be made for the Borneo Hardwood Co, Ld., which have been goodwill or promotion money. The preliminary valued by Mr. W. G. Darby (but not their debts, expenses will be moderate and include a com. liabilities, or current contracts of obligations, mission to the parties in London, at whose except such as the last two named items as may instance negotiations were first introduced. be approved of) in consideration for which the This will amount to $7,500 to be paid by this Borneo Hardwood Co., Ld., or its nominees to Company. It is payable in fully paid shares in be allotted 11,000 fully paid shares in the new the proposed new Company, so that shares to Company of the nominal value of $132,000 and the extent nominally of that amount will be on or before completion of the transfers of the deducted from the fully paid shares which aro foregoing properties to the new Company the to be divided among the shareholders in the Borneo Hardwood Co., Ld., to subscribe, or to China-Borneo Co., Ld. We had at one time procure subscriptions by responsible persons thought it would be desirable or necessary to for shares in the new Company at par of the i clude in our proceedings to-day the passin of nominal value of 120,600 making a total amount special resolutions for the purpose of placing to be issued at present of $552,000, The this Company in liquidation, with the object of unissued shares, when it is desired to issue them, carrying on an agreement to bring about the to be offered in the firs just nee for subscription proposed amalgamation, but, as negotiations have at par to the shareholders of the new Company had mostly to be carried on by telegraph and pro rata according to their holdings. The there are still some matters of detail to be settled ratification of these proposals to be mad on or concerning the arrangements come to, it has before 30th October, 1902. The new Company beau thought well to postpone for the preseut to commence ou 1st January, 1902, and in the the matter of the bringing forward of the neces- It would pro. meantime the businesses of the two Companiessary liquidation resolutions. to be carried on as for account of the new Com-bably also be somewhat undesirable in some re- pany, the management of the Borneo Hardwood Co., Ld.. being in the meantime carried on by China-Borneo Co, Ld. By these terms share holders in this Company will receive, in ex- change for their share, fully paid shares in the proposed new Company for the nominal value of $300,000 (less expenses as hereafter referred 10), as against the present paid-up.capital of this Company of $117,080, 6,584 shares of which carry a further liability of $5 each. The other side will receive in payment for the business, goodwill, properties, assets, and effects taken over fully paid shares in the proposed new Company of the nominal value of $132,000, which is approximately the value placed on same by our Manager in Borneo, Mr. W.. G. Darby. They will a'so subscribe the sum of $120,000 in exchange for which they will get fully paid shares of the same nominal value. This cash subscription will therefore provide the new Company with working capital, which, far as can at present be judged, will be about sufficient for its purposes, but this will have to
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That it is expedient to effect an amalgamation of this Company with the Borneo Hardwood Co., Ld., of No. 18. Bishopsgate Street Within in the City of London, and that with a view thereto the Consulting Committee be authorised to confirm the provisional agreement dated the 8th day of August, 1902, entered into in London between this Company by Mr. J. M. Wheeley of the one part and the Borneo Hardwood Co., Ld., of the other part, and submitted to this meeting with such modifications and additions as the Consulting Committee may consider will best serve the interests of this Company and to carry the same into effect. Before formally proposing this I shall be glad to give, as far as I can, any futher information on the matter which shareholders may wish to have. In addition to these remarks I can only say how sorry I am that we were unable to let you have a printed statement in advance, but we have been, even at the last moment, in telegraphic communication with London.
No questions being asked,
The CHAIRMAN formally moved the adoption of the resolution.
Mr. J. A. JUPP seconded and the motion was carried.
The CHAIRMAN~ That is all the business, gentlemen. Thank you for your attendance. A confirm story meeting will be held on the 27th inst.
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WILLIAM POWELL, LD.
The first general meeting of shareholders in William Powell, Ld., was held on the 13th inst, in Mr. T. H. Reid the premises in Queen's Road. (chairman) provided, and there were also pre- sent Messrs. W. C. Drew, R. E. Ezekiel, A. G. Stokes, T. Arnold, Captain Farrow, and Mr. R. G. Heckford (manager).
The MANAGER having read the notic› calling the meeting,
The CHAIRMAN said-Gentlemen, As the directors' report and statement of accounts have been in your hands for some time we will take them as read. Your directors are pleased to be able to come before you with what must be considered a very satisfactory report. Cir. cumstances within the knowledge of shareholders have not been favourable during the past year for a business like ours, and yet in the first year of the Company's existence we are able to propose a dividend of 10 per cent. (balf of which has already been paid) and to set aside what is, comparatively speaking, a considerable sum for depreciation of stock and fixtures and the reduc. tion of the sum paid for good-will. A reference to the accounts will show you that the sum writ- ten off for depreciation of stock was 89,270.88; for fixtures and fittings, 8729.12; and for good- will, $5,000. The stock has been valued by our Manager, who assures us that the valuation is a fair one; but as you must be aware a stock like ours is liable to depreciation from causes quite outside our control, and, therefo e it is extremely desirable that ample allowance should be made for this in the yearly accounts. During the year the Company acquired the stock and good. wil of a similar business carried on by Mrs. Stockhausen The wisdom of this step has been fully justified by results. In the month of April, having in view the approach of the slack season, and the desirability of personal consultation batween our Manager and our buyers in Loudon, it was decided by us to send spects to place this Company in liquidation till Mr. Heckford to England. This visit has been nearer the date for the incorporation of the highly satisfactory, and the outcome, we are proposed new Company, and the transfer to it of convinced, will be for the ultimate benefit of this Company's assets, so, in case you pass the the Company. In his absence, Mrs. Osborn special resolution to be brought before you to managed the business with great credit to herself and to the satisfaction of your directors. day, which will have to be confirmed at; a meeting to be lid later on, it will be necessary Having before us the steady increase in the to call you together again, probably early in European population of the Colony and the December nex, for the purpose of passing the larger number of visitors pas ing through, we necessary resolutions to place the Company for decided to extend the gentleman's outfitting mally in liquidation. In the meantime department and while in London Mr. Heck- therefore, and pending the final clearing up of ford bought an up-to-datɔ stock and engaged a all details of the arrangements proposed by Mr. new assistant who has had xperience in this trade. This department will be conducted in Wheeley, as already referred to, we have been advised by this Company's solicitors that the the smaller
meanwhile and equally following resolution will be the most convenient remunerative results to those already attained form to bring before you, giving, as it may be confidently anticipated. The dress. does, the necessary authority to the Consult-making department has been a decided success ing Committee to finally settle all such and should the approaching winter season details, modifications and addition to the ba fuller of social engagements than the agreement as may be considered advisable last, the goods Mr. Heokford was able to select when we get written advices of the same from in London should be taken off our hands at profitable prices. Before your present directors Mr. Wheeley. The resolution is as follows:-
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