"6
•
""
January 21, 1907.]
legal rights of the contributeries, and in particular any class may be given preferential "or special rights, or may be excluded altogether or in part; but in case any division otherwise than in accordance with the legal rights of the " contributories shall be determined on, any contributory who would be prejudiced thereby shall have a right to dissent and ancillary rights | as if such determination were a special resolution passed pursuant to Section 161 of the Companies Act, 1882.
"(3) In case any of the shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such divisio, to any "of the said shares may within ten days after the passing of the extraordinary resolution by notice in writing direct the liquidat r to sell his proport tion and Pay him the net proceeds and "the liquidator shall, if pract cable, act accord-
ingly.
The Chairman-Now, gentlemen, we proceed. There may be as much discussion as you please over the
new resolutions. I
propose the following resolutions :-
1. (a) That each of the existing 120,000 shares of £10 each in the Company's capital be divided into two shares of £5 each.
(b) That the shares resulting from the division of each of the 49,589 issued shares be re-numbered | so that the shares representing that now numbered 1 be respectively numbered 1 and 120,000 and i those representing that 71031 umbered 2
• th,
CHINA OVERLAND TRADE REPORT.
(d) That the said divi-ion shall be made on and shall take effect as from the 1st day of January, 1907, and that the Directors be and they are here- by authorized to do all such acts and things as they may derin expedient for the purpose of effecting the said division.
That is resolution
adoption.
b. 1.
MOVA
its
Mr. PATERSON.—I beg to second, The motion was carried unanimously. The CHAIRMAN, -- Now the second resolution. 2. That njand from the 1st day of January, 1907. the Articles of Association le altered in manner following: -
to Article shall be cancelled and the follow. ing article shall be substituted therefor.--
L+
.
99
in proposing a vote of thanks to the board for Mr. MICHALL-I have now much pleasure
acceding to the wishes of shareholders in altering the rate of interest on the preferred ordinary shares, from 5 to 6 per cent, and I hope there will always be good harmony between the board of directors and the shareholders.
Mr. BORDER-I have much pleasure in seconding that resolution. I hope the reserve fund will soon be converted into cash.
The CHAIRMAN. -I thank you, gentlemen, very much. We always appreciate knowing that what we do is satisfactorily regarded, and we do trust that the changes which are now in process of being effected will be to the strength. The company is a
3. The peoninal capital of the Company is £1,200,000 divided intà' 120,000 Preferred'Or. Jening of the company. dinary Sharps of 25 each and 190,000 Deferred | splendid one, and i think we have all reason to Uplinary Shares of £ã each, and the holders of | be well pleased with it. such Proferrist Ordinary Shares are entitled to such rights jis are conferved upon them by the resolution of the company, whereby the shares “in the original capital of the Company were
subdivided into the classes aforesaid,”
(5) Articl 6 shall be cancelled and the following article shall be substituted therefor, namely
་་
4. The Hoard may allot and isqe the shares * of the Company to such persons on such terms 1" and conditions and at such times as they think tit. Proiul always that if and when the auimber of the issued shares of The Cansu of either of the ela ses mentioned in the last preceding article shall amount to 6000 10 further shares of such class shall fe issued by the Board without the auction of a tieneral Meeting of the Company."
respectively numbered 2 aud 120,902, and and that the shares resulting from the division of the 70,411 uuissued shares, if and when the same shall be issued, be numbered in like masner su that the shares representing that which would have been numbered 49,590 he respectively numbered 49,590 and 169,590 and those represent- ing that which would have been mutabered 49,591 be respectively numbered 49,591 and 169,591 and so on, and that the shares to be numbered I to !
120,00 be called Preferred Ordinary Shares, and
those to be numbered 120,001 - 240,000 he called Deferred Ordinary Shares,
you
Probably it is better to read thes through. If have anything to say it would perhaps shorten matters up to s«ction if you make your remarks now.
Mr. MICHAEL-I don't think any remaks are necessary on these points.
The CH IRMAN (reading). -~
↑
41
ten Articles 18 and 58 the number ~ 1,000) wherever studh kust-mentioned number occurs, shall be substituted for the number "500"
(d) Article!97 shall be cancelled and the follow- in article shall be substituted them for :-
•97. Subject as aforesaid the profits of the "Company which it shall from time to time be determined to divide in respect of the year *commencing on the 1st day of January, 1907, and of every subsequent year commencing on a 1st day of January, shall be applied first in pay ment of a kumulative preferential dividend at “the raty of £5 per cent per annum apon the capital" paid up on the Preferred Ordinaty Shares of the Company for such year and the rezídue thereof shall be applied in payment of a dividend on the Deferred Ordinary Shares of the Company in proportion to the capital paid up thereon, Provided that standing anything contained in this article the Bord
may in any year
at
*
**
*
41
A
twith-
in which in their opinion such payment may be
The meeting then terminated.
THE HONGKONG LAND RECLAMA-
TION COMPANY, LIMITED..
The Afth report of the board of directors to
'held at
the Ordinary Meeting of Shareholders to be
the Buildings, at 12 o'clock noon, on Saturday, Company's Offices, Victoria Jannary 26th, reads :—
submit to you a General Statement of the Grullemen, The Directors have now to
Affairs of the Company, and balance sheet for the year ending 31st December, 1906.
The pet profits for the year, including $383,058 73, brought forward from last account after paying all charges, amount to 8420,586.05. It is now proposed to pay a dividend of 7 per cent on the paid up capital after providing for which and writing off directors' and anditors' fees there remains & $349,84165 to be carried to credit of a new balance of
profit and loss account
DIRECTORS.
Mr. Shellim having resigned, Mr. D. M. this appointment now requires confirmation. Nissim, was invited to join the Board and
Mossra A. J. Raymond and Ho Tung, now retire, but offer themselves for re-election.
AUDITORS.
The accounts have been audited by MessTV. W. H. Potts and A.O'D. Gourdin, who now retire, and are recommended for re-election.
W. J. GRESSON,
Chairman. BALANCE SHEET 10 31«T DECEMBER, 1906. LIABILITIES.
$2,500,000, of which
are isaned 12.500 shares Int $10 each $1.250.0.0, $75 per share paid up Loans Payable Accounts Payable
(c) That as between the holders of the said Pre- ferred Ordinary Shares and the holders of the said Deferred Ordinary Shares the holders of such Pre- ferred Ordinary Shares shall be entitled to a fixed cumulative
dividend preferential the rate of £54 per cent per annum.-
Allow me here to state that represent tions having been made to the Board that fi per cent is a rate of interest on the cumulative pre- ferred shares considered too low, and that £6 per cent ought to be substituted, we have given the matter consideration, aud, we cannot but recognize that £6 per cent will throw the ordinary share a little into the back ground. IOrdinary Shares as in their judgment the posi trust however that the company is sufficiently vigorous and will be sufficiently profitable to allow of £6 per cent, without injury to the ordinary share. If it be your wish we will amend our propositiou by changing the 5 into to (applause.) Therefore, I will read the 15 as £6 per cent, and the lines would therefore read, "the holders of such Preferred Ordinary shares shall be entitled to a fixed cumulative gentlemen, Will some one second it? preferential dividend at the rate of £6 per cent per annum.———
"made without prejudice to the said preferential Capital 25,000 shares at $10 each
dividend up to the end of such year declare and pay an interim dividend on the Deferred Ordi- nry Sharps of the Company in respect of the first half of such year and by way of dividend on "account. The Board tu sy also from time to time pay such interim dividends on the Profornel
į
tion of the Company justifies,"
tel After such new Article 97 the following article shall be added ; ---
97A. The Directors may, with the sanction of the Company in tieneral Meeting, deel ire a dividend th be paid to the Members according to their rights and interests in the profits, and may fix the tinie for payment."
That is the second resolution which I submit,
Mr. BELKY. 1 second the resolation. The resolution was carried unanimously. Mr. BURDER.-May I ask how the Board proposes to issue the new shares of the
company
-on the capital paid up on such Preferred Ordinary Shares add to no more than such dividend and that in the event of any return of capital being made upon a winding up or other- wise, the holders of the said Preferred Ordinary
The CHAIRMAN. - We have not yet considered Shares shall as between themselves and the how that can be done. Of course they cannot holders of the said Deferred Ordinary Shares be
be issued at a discount. They must be at par respectively entitled to receive the full nominal or above it, and it will be for the board when amounts of the said Preferred Ordinary Shares the time comes to think of how best that should held by them respectively and all arrears be done whether by submitting them to the deficiency of their said preferential dividend | shareholders at present interested, which would whether declared or not up to the commencement be the fairest way. I think, or simply by sa of the winding-up before any return of capital is announcement that a certain number of shares made to the holders of the said Deferred Ordinary will be issued thus completing the first issue of Shares, but that the holder of the said Preferred
or
Ordinary Shares shall not be entitled to any further share in the surplus assets of the Company: provided that the
Directors
may in any year in which in
their opinion such payment way be made without prejudice to the said preferential dividend up to the end of such year declare and pay an interiu
dividend on the said Deferred Ordinary Shares in respect of the first half of such year.
60,000 shares. We could not very well to day say how that is to be done, but I think that the shareholders at the time of this proposal should have the offer of them. I don't think there is
anything further. gentlemen, to state. That is all the business. We shall have a confirmatory meeting in regard to these second resolutions, we have passed to-day, on the 27th inst. I am much obliged for your attendance.
E
|
Balance of Profit and Lose A c.,
Cab
+
ANNETH.
A mount invested in Mortgages A mount invested in Property Furniture
A ccounts Receivable
937,500.00 300,000,00
2,603.65 420,566,05
$1,660,669,70
0.
933.40 395,000.00 1,147,866.38
658.33 116,211.89
$1,660,669.70
PROFIT AND LOMA ACCOUNT.
Dr.
To Charges Account
To Repairs to Property
Tu Crown Rent Account
To tiovernment Rates Account
To Fire Insuranes Acerunt
Balance to be appropriated as follows
Ihrectors' Fees
Auditors Fern
Dividend of 7 per cent for
the year
Balance to be carned to
New A c
By Balance from 1903 By Interest By Rents By Scrip Fees
Cr.
$ 0. 6,841.61
600.55
1,804,00
$48,16
487.75
$ 5,000,00
100.X
65,625.00
349,841.05
ง
$20,568.05
$430,: 26.12
&
383,058.73
29.151.03 -49,706-18
9.00
$430,926.12
The Chinese Government proposes to make all the Boards follow the example of the Board of Domestic Affairs, in not having the official seal closed for a month during the New Year, but continue working as usual, as a step towards
reforms.