Page
June 12, 1901.]
any loss agising out of the liquidation. The Liquidation re-ulted in a heavy loss, and the sum of 854,631.49 is due and owing by the defendant to the plaintiff as his share thereof from the balance sheet made up by the plaintiffs and signed by the defendant as the plaintiffs' manager at Foochow. The plaintiffs also claim interest at eight per cent per annum from the date of the writ until judgment.
Mr. G. U. Medhurst, director and manager of the Hongkong office of Messrs Dodwell & Co., in the witness box said that the agreement referred to in the statement of clim was drawn up and signed by both parties. Witnes also received a bala.co shart from the defendant (17 manager of Messrs. Dodwell & Co., Ld., at Foochow) in which a debit balance was shown against E. J. Moss for $54,631.49.
After another witness gave corroborative evidence His Lordship gave judgment for the plaintiffs with costs.
Mr. Pollock, quoting the Daily Press "Chronicle and Directory" made an applica tion under An Order in Council applying to H. B. M. subjects in China and Japan (9th March, 1865). He said that the Supreme Court of Hongkong had no authority to effect execn- tion in Foochow, but a request could be made under the seal of the Court.
His Lordship acquiesced.
COMPANIE .
HONGKONG HIGH LEVEL TRAMWAYS CO., LD.
An Extraordinary General Meeting of this Company was held at the registered office of the Company, Alexandra Buildings, on June 3rd., for the purpose of considering the follow- ing Resolutions, viz:
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CHINA OVERLAND TRADE REPORT.
to cancelling our concession. We, therefore, petitioned the Government against the proposed bill. At the same time we informed the Government that we did not oppose the new line as far as Conduit Road, and that we had no desire to put obstacles in the way of an under- taking calculated to prove a benefit to the Colony, and that if the new tramway's upper terminus at the F'eak were placed at a reasonable distance from our own so as to open up a new Peak district we would withdraw our opposition altogether. We suggested as an alternative terminus for the new line a point near Good. man's Gap. The Government replied that our proposals were considered impracticable and it shortly afterwards became clear to your General Managers that no opposition would prevent the Bill becoming law. They accordingly decided that the best thing to be done was to secure, if possible, the concession for the new line. At a meeting of the consulting committee held at the office of the Company at 33 p.m. on the 13th March last, the committee, who between them re- presented three quarters of the entire capital of the Company, resolved "That the General Managers be empowered to enter into any arrangement for the sale of the undertaking of the Company for not less than $200 per share to be paid at share- holders' ption either in cash or shares of new Company or in the alternative to purchase the concession for the projected new tramway." I may mention £200 per share was taken as a basis because it was then the last price at which shares had changed hands. The total cost of obtaining the concession. which will be borne by the new Company. if the amalgamation is effected, will
amount to $35,000 of which sum $25.000 will
In
go to Mr. Findlay Smith. The Capital of the new Company, if the resolutions are passed, will be $750,00, divided into 75,000 shares of $10 each, of which 25,000 shares have to be reserved for shareholders in this Company should they (I). That it is desirable that the Companyles.re to accept scrip in the new Company for may be dissolved and that it be wound up their present boldings, leaving 50.000 shares voluntarily. (2). That the General Mana.ers of $10 each to be offered to the public be and they are hereby appointed liquidator‹.
cons dering applications for the e 50,000 shares (4). That the liquidators be and they are hereby in the new Company, however, preference will authorised to consent to the registration be given to applications from shareholders in of a New Company to be named the
the old Company. We feel sure that in your "Peak Tramways Company, Limited
with a
own interests the scheme we have utlined is Memorandum and Articles of Association the best that could be devised and we must which have been prepared with the approval of impress upon you that the arrangement, though the Consulting Committee of the Company, legally it has to be carried into effect by a sale, (4). That the Liquidators be empower-d to sell is not actually a sale inasmuch as the present to the Peak Tramways Company, Limited," shareholders cau retain their interest in the the undertaking of this Company at the price of $200 per share either in cash or shares of the "Peak Tramways Company, Limited," at the option of shareholders of this Company and to enter into all necessary agreements that
effect
There were present: Mr. Heury Humphreys (Chairman) and Hon. Mr. C. W. Dickson, Mr. Ewens (Consulting Committee), Messrs. J. A. Jupp, G. Potts. W. Wilson, G. Murray Bain, H. P. White, P. C. Potte, C. Bryer, J. Wilkie, Bo Fook, D. E. Clarke, A. Moir, A. Cameron, Lau Chu Pak, D. E. Brown, J. E. Joseph, J. L. Cotter, T..F. Hough, T. Arnold, J. C. Peter, E Bowdler, J. M. Wong. W. Cruickshank, Capt. F. Goddard, J. Johnston. P. 8. James.. Son Tak Fan, A. Morfey, E. A. Ram, H. J. Gedge and others.
Mr. JUP. having read the notice convening the meeting;
The CHAIRMEN sa'd-Gentlemen, we have ca led you together to-day, in pursuance of the notice which has just been read, to consider. and if thought fit, pass resolutions for the winding up of this Company and its reconstruc- tio under the name of the Peak Tramways Company, Limited, The events which have led up to the present proceedings are probably fresh in your minds but it may not be amiss if I recall them to your memories. In Septer:her last year a Bill came before the Legislative Council, entitled, Ordinance for authorizing the construction of a Tramwa within the Colony of Hongkong." Upon enquiry, we found that the Lew tramway was to have its lower terminus at the bottom of Battery Path-virtually in the Queens' Roa1—— and its upper or Peak terminus at Victoria Gap, practically alongside our own, with inter- mediate stations tapping the populous thorough. fares known as Caine Road, Robinson Road and Conduit Road. It was evident that the con- struction of such a line would be tantamount
1
We.
Company by taking up their proportion of the new issue and thus be placed in the same posi. tion in the ew Company as in the old. therefore, look to see a unanimous vote in favour of the resolutions. Before putting the resolu tions to the vote, I shall be pleased to answer any questions to the best of my ability.
Mr. ARNOLD-Are the shares to be offered to the original holders to be fully paid up?
The CHAIRMAN-Yes.
Mr. MOIR-Why were not the old share. holders notified of this before the meeting of the 13th March I have been on the register of the company for many years, and I knew nothing about this.
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The CHAIRMAN- The meeting of the 13th March to which you refer was a meeting of the consulting committee. and it was not necessary to notify shareholders.
Mr. MOIR-Then shareholders have nothing to say in the matter at all!
The CHAIRMAN-No, not about meetings of the consulting committes.
Mr. MOIB-Wouldn't it have been much wiser to have notified the shareholders that such a consideration had been arrived at?
The CHAIRMAN-It was quite impossible for us to say anything while the negotiations were in progress. We did not know at the time whether the matter was going through or not, but as soon as we know definitely that it was we at once notified the shareholders. In fact, we
put a paragraph in the Press the following day. r. MOIRAs representing the old company have you purchased Mr. Findlay Smith's concession?
The CHAIRMAN-We certainly had the re fusal of the purchase.
·
Mr. MOIR-On behalf of the old company? The CHAIRMAN-Yes, on behalf of the old
company.
Mr. MOIR-Then why sell the concession
again?
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881
Tua CHAIRMAN-It would necessitate an in. crease of capital, which practically amounts to the same thing. We thought that old share- holders, being very few in number, would not care to put up such a large sum as $500,000 in cash. I don't think they would, either.
Mr. More But why put up 3500,000 in cash? You have quite sufficient money in the reserve fund to indulge in any expense for six months.
The CHAIRMAN-We havsg of about $30,000 in caab.
MEMOIR-And your reserve fund!
The CHAIRMAN-That is in the line, and is represented by stations, and all kinds of things.
Mr. MOIR-But this £30,000, what about that? That is quite sufficient to keep you going for a very long time. It will take some sii months before the survey of this line is passed.
The CHIRMAN-You pay this amount out to start with. This 830,000 you speak of would have to be paid out to Mr. Findlay Smith or, at least, practically all of it. As soon as we buy the concession we are compelled by the Government to start work at once.
Mr. MOIR - Yes, but you don't buy it; the company buys it.
The CHAIRMAN-That is the best way out of the difficulty. The old shareholders, I am quite sure, will not provide the whole of the $500,000 that will be necessary.
Mr.MOIR-I question about that. It will not be required all at once.
The CHAIRMAN-The whole thing is a re construction in any case.
Mr. MOIR-I don't like the idea of a smal shareholder being ignored. I don't come here to take any objection; but if you had taken the shareholders more into the confidence of the general managers, things would have gone more smoothly."
The CHAIRMAN-We did take them into our confidence as soon as we could,
Mr. MOIR-Is it a fact you are pledged to the Government for this scheme i
The CHAIRMAN-We are pledged to buy the concession.
+
Mr. MOIR-And to divert your old line ! The CHAIRMAN That is a matter for the future.
Mr. MOIR-And before going into all these things you never thought it necessary to consult us?
The CHAIRMAN-Yes, but you forget that the consulting committee represented three- fourths of the capital and you represented one share at the time. You were, inoreover, interested
in the projected opposition tramway.
Mr. MOIR-But that is not the point. I am entitled to have my say if I have only half
a share.
The CHAIRMAN-Quite so; you are entitled to your opinion: but I hope it is only an isolated opinion.
Mr. MOIR-At the meeting of the general managers and the consulting committee on the 13th March it was decided to accept $200 a share?
The CHAIRMAN—Yes.
Mr. MOIR-And at the time I knew nothing about that, about a month afterwards, I bought some shares at an advanced rate.
The CHAIRMAN-I should have thought that if anyone in Hongkong knew anything about the matter it would have been you. You were on the other side, and I suppose must have known what was going on.
Mr MOIR-Wbez I bought the shares I bought them fully thinking they were worth $30, knowing we had amalgamated.
If we
The CHAIRMAN-The position is this: we are bound to buy the new concession. buy it and do not do the work the concession will lapse, and the Government will be able to sell it to someone else. It matters very little, to my mind, whether the concession is bought by the new Peak Tramwaya Co.. Ltd., or by the old company, But we certainly thought it would be far better to have a new company, for the reason that the old shareholders would not come forward with the money in all probability, and it would be better to have the public interested in a company which is entirely a Hongkong one, and composed entirely of Hongkong capital.
Mr. MOIR-Yes, I quite agree with
you. It is to the advantage of shareholders to have one company but I do not think it is to the