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April 6, 1907.1
Proposed by the Chairman and seconded by Mr. Chu San-ko :-That Mr. A. R. Loake be re-elected auditor for the Company for the current year.
Proposed by the Chairman and seconded by Mr. J. A. Wattie : l'hat the credit balance of Tls. 46,515.30 be appropriated as follows :— Tis.
To pay a dividend of 10 per cent on
capital
To place to reserve account To carry forward to new account
CHINA OVERLAND TRADE REPORT. follows:-"The CHAIRMAN, with the consent of the meeting, shall have power to adjourn any meeting from time to time and from place to place, but no business left nofinished at the meeting from which the adjournment took place. These resolutions we therefore did not circalate amongst the shareholders. While the directors, therefore, were not empowered by the Articles of Association to have thes 32,125.00 amendments submitted to this meeting, they 10,000.00 | wish to assure the shareholders that they have 4,390,30 giren the subject matter of them carefu The Chairman announced that dividend war- attention. I have already dealt with the ques- rants would be posted to shareholders next of issuing debentures. In regard to the morning.
charge of the Company, this point has been considered before, but as at that time and your directors now feel that the change would be inadvisable, as it would entail a considerable amount of labour, to say nothing of the expens to liquidating the Company and re-registration. In regard to the other resolution which has been submitted, our architects have undoubtedly had great difficulty with the contractor they employed, who ba proved unsatisfactory, but as I mentioned at the last ordinary meeting, the directors have claimed the full penalty under the contract for the delay, and payment of this will be duly enforced. The directors do not consider that any useful purpose would be served by changing our architects. The delay which bas occurred in the complation has no doubt been extremely annoying, bat the work which you have all seen, is of the first quality, and has been well done. I, therefore, now beg to propose the following resolutions:-
1.-That the capital of the Company ba increased to $751,815 by the creation of twenty thousand additional ordinary shares of $15 each to be called "further new shares."
Mr. E. R. Hooper proposed a vole of thanks to the Chairman and Mr. J. A. Wattis proposed | a vote of thanks to the manager, Mr. Chas. Rieveley, to whose energy and business capacity, he said, the success of the Company during the past year was to a large extent due, remarking at the same time that this was the first occasion upon which a dividend of 10 per cent had been declared.
THE CENTRAL STORES, LD. SHANGHAI,
The adjourned meeting of this company took place at Shangbai on March 28tb. Mr. G. I, Shekury (Chairman) said :-We meet again to day to discuss the resolutions brought before you at the last extraordinary mesting, the adjournment of which we agreed to in order to allow those
shareholders who were not acquainted with the Articles of this Company to have an opportunity to peruse them, although we could then hare carried the resolutions by an overwhelmingly large majority of votes. I may say it is not customary with any company in submitting res lations to its shareholders to quote the rules affecting such resolutions. It is for any shareholders who may have any objection to such resolutions, or who may wish to amend them, either to go to the office of the Company to look up the Articles of Association or else sead and buy a copy. In the present transitory stale of the business of the Company the directors would not recommend the issue of debentures. There is no doubt that the issue of debentures would be more advantageous from the founders' shareholders' point of view, as, the Company would have to pay a guaranteed interest very much less thau the cumulative one accord ng to the Articles of Association. At the same time, I may point out the dangers which might ensue were we to issue debentures, by stating, that not very long ago, in a town not far distant from Shanghai, where a Com. pany built up a similar undertaking to ours by having borrowed one-third of the rost in debentures, so long as the business was paying, things went satisfactorily, but when two or three lean years came along and they could hardly pay their working expenses, much less the interest on debentures, what was the result. The debenture-holders foreclosed on the property aud sold it by auction at a time when business was very bad, and the property hardly realized an amount sufficient to pay the debenture holders, and the shareholders got nothing for their trouble. That property, gentlemer, on the revival of business, is paying very hand- somely to its present owners. After this statement I do not think that any of the shareholders would pledge the property of this Company at the preseul juncture. There is one thing more which I will point out now to those who acquired shares in the Company recently, that there is a clause-I may say a very valuable clause-in cur lease, which gives to us the refusal of purchase of the land upon which the Palace Hotel is built. We cannot say when we shall be asked to excercise that clause, but it might be when least expected, and at a time perhaps when trade is bad and money hard to raise; and if you pledge your property now, it will be doubly hard to raise money then, whereas, if our property is not encumbered We could then easily by giving a large margin, be able to raise debentures. Some resolutions were handed to us to be brought forward nt this meeting, but you are aware, gentlemen, that this is but an adjourned meeting, and I
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2.-That 11,000 of such farther new shares be offered at par in the first instance to the members of the Company being on the register 00 the 30th day of April 1997 in the proportion of one farther new share for every three existing abares held by them respectively and that such offer be made by notice specifying the number of shares to which the member is entitled and limiting a time within which the offer, if not accepted by payment in full, will be deemed to be declined and that the directors be empowered to dispose of the shares not taken in response to such offer as they consider expedient in the interests of the Company aud that uo fractional shares shall be issued.
3-That such further new shares shall from date of payment rank for dividend and interest, and be in all respects pari pasen with the existing new issue of the Company,
4-That the remaining 10,000 of the 20,000 further Dew shares shall be issued AL such timo and
пров such terms and conditions AA the Board shall deem expedient.
Mr. Murphine seconded.
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Mr. Michael supported the resolution. Не paid a tribute to the work done by the directors, in roseuing the company from the verge of bankruptcy and putting it in its present strong position. He considered they should receive every support from the share- holders, and that it was not wis to be under capitalized.
After questions by Messr. Harvie aud Hadley had been answered by the Chairman,
Mr. F. W. EVANS asked permission to move a resolution which had been sent in to the
Directors, as an amendment
The CHAIRMAN again pointed out that by the Articles of Association no fresh resolution or amendment could be proposed at an adjourned meeting. It was open to shareholders to vote
for or against the resolution, of which due notic had been given.
Mr. EVANS pressed his point.
10,000 of the 20,000 further new shares shall be issued on such terms and conditions, if required, as shall b› decided at a future meeting of share- holders."
legal adviser on the point that no fresh motion Mr. NEILSON supported the CHAIRMAN and or amen meat could be introduce. He support- ed also the motion for new capital on the ground that it was better to have a really first olass building than to sadevour to cut down at the last moment.
The resolutions were put en bloc and carried with sir dissentienta.
This concluded the business.
THE SHANGHAI WATERWORKS CU., LD.
Taking
The Annual General Meeting of this Company was held at Shanghai on Miron 27th Mr. A. McLeod (chairman) made the following remarks on the accounts:-The directors are pleased to be able to place before you a Statement of Acoɔants which shows again the progressive nature of the Company's business. and they anticipate that you will concur with them i coosi ering that the year's operations show decidedly gratifying results. first the credit side of our working account you will observe that our total revenue from all sourses amounted to Tls. 436,936.38 as against Tls. 439 228.25 ia 1905, an increase of Tls. 46,78.13 which will, I think, be viewed with satisfaction. On the other head our expeose1 also show a rather heavy advance, cause i prin. cipally by the higher price we have had to pay for coal, the difference in cost in 1906 being rather over Tis. 10,000—we have not consumed more than in 1905, but the higher prics ruling during the past year accounts for the additionsl expenditure. It is howevrer satisfadtory to ba able to state that for the current year oar con- tract for fu-l has beea olased at lower rates and we estimate a saving of something approaching Tis. 6,90) on this item for 1907. Salaries and wages and miscellaneous expenses connected with the oarrying on of our greatly extended business naturally must be higher in pro- portion to the loureisd work to be performed, and there is 80 inorease in expenditure under this heading of about Tis. 12,000. The other item1 on the debit side of our working account show little or no alteration on those of last year and the net result of the year's working is that we have a credit balsuce of Tis. 318,931.97 to transfer to profit and loss acconat as against Tls. 300,758.26 ia 1905. Profit and loss account includes the usual item, and after payment of the interim dividend of 15 per old and 5/- per new share in July last, deducting Tla, 15,000 for depreciation, and paying interest on debentures Tis. 35,0 0, there remains! a balance of Tls. 286,193.11 available for distri- bution as against 'Tls. 210,3 4.61 in 1905. I think gentlemen, it is a matter for congratulation that the result of the year's operations leaves such a satisfactory result. Balance Sheet:- You will observe several alterations in this docu- ment as compared with that of the previous years. On the debit side our capital has been increased by the payment of farther calls on the new issue and now stands at £290,200 at exchanged ruling on 31st December | last, viz. 3,1,, -Tis. 1,879,204.06. Our reserve fund and depreciation account each stands at the substantial figure of Tls. 190,000 and our debeature issus Tls, 562,400. On the credit side, you will notice the considerable sum of Tis. 323,676.69 expended in the farther purchase of real estate and extensions of mains, plaut elo., and we have still some very large payments to make during the current year which the fands we have in hand will, we anticipate, be sufficient to meet, and it is probable it will be unnecessary to call up the final £5 per share on the now issue until 1903. At the suggestion of our auditors, we have made an alteration in stating the exchange adjustment account sad in place of : deducting the balance of the account from capital, we have added it to capital expenditure account, the result being the same, though it, appears the latter is the more correct way of ¦ keeping the account. As shown in the report, we have now an amount of Tuels 298,193.[I to deal with and the directors recommand that be appropriated as follow:-To payment of a final dividend of 40/- per share on the old issue 'and 19/2 on the new shares at exchange 3/4
Mr. TEESDALE explained that the Articles of Association and Hoogkong Ordinance were alike stringent in this point, as it would be unfair to shareholders, who did not attend the meeting if something other than that formally set forth ia the agenda by the
regular period of notice were brought forward.
Mr. EVANS asked if he might mention what the resolution he wished to move was.
The CHAIRMAN ha i nɔ objection. Mr. EVANS explained that he was not opposed would refer you to Article 83 of the to the raising of new expital, but he wishel the Articles of Association, which reads as last resolution to read: “That the remaining
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