THORNYCROFT
AND CO. LTD.
SHIPBUILDERS AND ENGINEERS
London, Southampton and Basingstokeś
PASSENGER AND CARGO VESSELS OF ALL TYPES UP TO 6,000 TONS; OCEAN-GOING TUOS, MOTOR BOATS (SEA OR KIVEB)
"" UP TO 50 ENOTS.
TURBINES AND RECIPROCATING MACHINERY AND PROPELLERA MARINE AND STATIONARY OIL ENGINES
8 TO 90 B.H.P.
A Few
MOTOR VEHICLES, 2 TO 6 TONS.
WATER-TUBE BOILERS.
FOR QUOTATION, APPLY---
ROBERT DOLLAR BUILDING, SHANGHAI,
BURBERRY
RAINCOATS
Slightly Spotted but otherwise Perfect
NOTE
THE PRICE
$57.50
Usual Price $83,00,
MACKINTOSH
& CO., LTD.
Men's Wear Specialists.
Alexandra Building, Des Voeux Road,
THE SEASONS SMARTEST
SILK JUMPERS
DESIGNS TO SUIT ALL TASTES.
PRICES FROM $12.50 to $21.00 Exco.
JUST OPENED UP
FINE SILK HOSE
FROM $2.00 To $3.25 PER PAIR
THE SINCERE CO., LTD.
THE HONGKONG DAILY PRESS, FRIDAY,
COMPANY MEETINGS.
HONGKONG LAND INVESTMENT
AGENCY CO., LTD.
&
árú, 1923
THE CENTRAL ESTATES.`
LIMITED.
THE WARFARE IN KWANGTUNG.
of the Company's solicitors and there are also copies of each of the above on this i table and "if any shareholder desires to. inspect samo, he may do so. Inspection Estate, Limited, followed, for the passing
A meeting of the Hongkong Central | DECISIVE VICTORY OF DR. SUM of the existing Memorandum and a com- of a resolution with an identical object
parison thereof with the draft new one shows that the latter makes very consider-.
in view,
The chair was taken by the Hon. Sir
YAT SEN'S FORCES, WANGSI AND NORTHERN FORCES
attack on their enemy who -occupied a very strong position on the hill around Yin Tsai Hong, on the
AN IMPORTANT AMALGAMATION,
An extraordinary general meeting of
IN "DISORDERLY RETREAT. the Hongkong Land Investment - and Agency Co., Ltd, was held at the fable additions to the former, particularly C. Paul Chater, C.MG., and those also | After a fluctuating battle in the North offices of Megara Jardine, Matheson & in regard to the modern every day powers present were:-Messrs. D. G. M. Bernard, River district, which has lasted many days
which a Company should possess. I do Co, Ltd., yesterday morning, for the
A. H. Compton, and Fr. . Robert Dr. Sun Yat Seu's forces have gained purpose of passing extraordinary resolu- not think it necessary to deal further with (Directors), and Sir Robert Ho Tung, and what is evidently, decisive victory. The tions relating to the acquisition by the the question of the Memorandum, and Messrs C. C. Boyd, H. M. H. Nemazre, main battle began on the afternoon of Company of the Hongkong Centralow come to that of the druit newJ T. Bagram, and J. Joseph (whare- April 20th, when Dr. Sun's forers made a
Articles of Association, which your Estate, Limited.
The chair was taken by Mr. D. G. M. Directors found, also needed bringing up holders), and Afr. L. S. Greenhill (acting general
to date and altering, in certain respects.
secretary). Bernard, whilst those also present were:
As in the case of the Memorandum of The CarMay explaining the resolu Canton-Harkow railway, The twal Sir C. Paul Chater, C.MG., Sir Robert Association, pista of the existing tion, said: Ho Tung, and rsrs. A. H. Compton, Articles of Association and of the draftwhich has just been read by the Con by General Wu Pei-fu formed the centre Gentlemen,As indicated in the notice Northern brigades sent,tu strengthen them H. P. White, and A. S. Gubbay (Direc
now articles have, as ladicated in the pany's Secretary this meeting has been and the Kwangsi foreca "formed, the twɑ- tors) and Fr. Robert, Messre. A. B. Notice convening this meeting, been open convened for the purpose of considering, wings. The fighting was very severe and Stewart, C. C. Boyd W. E L. Shenton, for inspection by shareholders at the and if thought it, passing an extra the casualties on both sides were very
ordinary resolution" that it is expedient H. A. Rodgers, R. J. Wilton, H. Sadics, Company's Registered Office and at the to effect the amalgamation of this Con- heavy. The turning potat in the buttle J. T. Bagram, Lee Ping Seen, and J. Moffice of the Company's solicitors, and pay with the Hongseng Land Investment was reached on the 1st inst, when the Alves (shareholders).
there are also copies of both the exist-and Agency Co., Ltd, and with a view Kwangi army was utterly demoralised ing and the draft new Articles on this herete that this Company be wound up by finding that they had been outflnaked
Mr. Voluntarily and that
P. table, which, if any shareholder desires. Smith be appointed Liquidator and by a considerable force which had mored Under the draft new | further of considering, and if theright up from the base and by a wide detour ho may inspect, Articles of Association the following a fit, passing two further extraordinary had succeeded in getting in the enemy's tho most important of the alterations a
resolutions authorising the Liquidator rear. to adapt shes conditional agree- the existing Articles:
nent which 1-Under Article 18 no person can be registered as the holder of mors than 10,000 shares instead of 2,500. 2-Under Articles 10 to 27 inclusive the provisions respecting calls are set out more fulls. 3-Under Article 35 power is taken for reduction of capital, also for the sub-division of shares which under Article 13 of the present Articles in prohibited, 4-Under Articles 58 to 63 inclusive the borrowing powers of the Company are set out in detail.
The CHAIRMAN proposing the resolu- tion, said:
As indicated in the notice which has just been
read by the Company's Secretary, this meeting has been convened for the purpose of considering, and if thought G. passing on "extraordinary resolution adoption the Conditional Agreement for the amalgamation with this Company of the Hongkong. Centrali Estate Limited and for the purpose of considering, und if thought fit, approving the draft new Memorandum of Association' with regard to the objects of the Com pany, and also the draft new Articles of Aisocation of the Company.
•
As regards the Conditional Agreement your Directors were some time ago approached by the Chairman of the Board af Directors of the Hongkong Central "Estate, Ltd.. with the suggestion that it would be to the mutual beneật of bath companies that they should be amal- gamated. Your Board of Directors have) gone very thoroughly into this tatter and are of the unanimous opinion, that the scheme of amalgamation is desirable. They have therefore conditionally entered into this agreement with the Directors of the Hongkong Central Estate, Limited, and we are to-day asking you to approve such scheme of amalgamation.
H.
is beface this meeting There upon General Shem Hung Ying's and to carry same into effect and also as army commented a disorderly, retreat under to date of allotment of shares in the Land conditions which enabled their pursueta Investment Company to members of this to capture great quantitia of muniticas. Company. Some time ago the Directors
that to make their victory' all tho of your Company were petitiound by u large majority of shareholders of this more decisivo" The munitions capturedi Company stating that they considered an include twelve machine guns, a battery of amalgamation of this Company with the Krupp 7.6 cm. guns, over a milion and Hongkong Land Investment and Agency
Bo
Co, Ltd., would be in the best interests a half rounds of ammuniting and three of the members of both Companies. Your trainloads of supplies. Board of Directors went into the matter The reports give the enemy's casualties and were satisfied that the members of in the battle da over 1,500, of whom 600 this Company would undoubtedly bencht 5-Under Article so clear days, by the proposed amalgamation and with were killed,
notice of meeting is provided for view thereto appreached the Director is reckoned as a third of that number.
of the Hongkong Land lovestment and Agency Co., Ltd. The Beard of Directors General Tstang Kwong Ling, who per- of the Hongkong Land Investment and sonally directed the Haking movement, is reported slightly wounded in the Agency Cổ Ltd., in their zura went in
more than D.
13-Under Article 15 payment of in. terest out of capital is provided for in accordance with section. 93, of the Companies Ordinances,
The casualties on the side of the victors
prisoners.
SPORT.
FOOTBALL.
His body
KOWLOON F.C.. SOUTH CHINA,
instead of ten. 6-Under Article 67 two meetings may
be convened by one Notice. 7-Under Article 70 the quorum has
been changed from 12 to 0 members to the proposed scheme of amalgamation leg. Three regimectal commanders are personally present,
with in result that they approved thereof also numbered among the casualties of 8.-Under Article 79 the provisions and the conditional agreement which is Dr. Sun's forces.
The Commander-in-Chief of the regards voting have been slightly before this meeting was in consequence Northern troops was killed. varied.
thereof entered into between the two com- 9-Under Article 31 the number of panies and has now just been approved has been identified by prisoners of war. Directors is not less than 3 or more by the members of the Land Company in Dr. Sun's army took over a thousand than 9 instead of not less than 5 or meeting. The result of the amalgamation General Shen Hung Ying's routed
will be that the various properties owned army is retreating precipitatoly towards. 10-Under Article 120 provisions is by this Company and the Hongkong Land the Kiangsi border, but it is highly.
made and machinery introduced for Investment and Agency Co., Ltd., will be probable that it will be. intercepted by affecting the capitalisation of under one direct control which will un- Reserve Fund if desired at any doubtedly make for more efficient nd strong Cantonese force under the com-
mand of General Li Lich Kwan which.. time.
ministration. In order to effect the appears to be in a position to cut off the In order to effect the amalgamation it
amalgamation it is necessary that this retreat. One of two things must bappon is nesary that the Hongkong. Central
Company go into liquidation. The terms within a week-either that the demoralis Estate Company, Limited, go into
upon which the amalgamation is to be en forco will succeed in getting into effected are set out in the conditional Kiangsi or it will be practically liquidation. The terms apon which
I do not think there is anything agreement which has been open for insanihilated. amalgamation is to be effected are set out further with which I need deal at this pection for some days pust by members in the Conditional Agreement a copy of meeting, but if any shareholders would of this Company at the Company's regis- which has bren open for inspection for like to ask any questions or seek any ex- tered office and at the ellices of our some days past by members of this Com- Planation, I shall be pleased to endea solicitors but I will shortly state to you
vour to answer such questions and give the terms. pany at the Company'e Registered Offies such explanation to the best of my This Company will transier to the and at the offices of our solicitors, but I ability. If no questions are asked or ex- Hongkong Land Investment and Agency planation sought, I shall assume that you Co., Ltd., all and sagular te lands,
The following will represent Kowlcon shall shortly state to you the terms. The approve the adoption of the Conditional buildings, concessions, goods, raid chattels, FC in their match. South China to- Hongkong Central Estate, Limited, will Agreement and the alterations with moneys. (except a certain um in casb)
the Hongkong transfer to this Company, all and singular respect to the Company's objects as set and undertaking and goodwill together morrow (Saturday) on its lands buildings concessions and forth in the draft new Memorandum of with the benefit of all contracts and FC ground, kick-off at 5 p.m.-Wood- Association, also of the draft new Articles covenants from the date of the condi-man; Wheeler and Knight: Marrison, chattels, money and undertaking and as presented, and will thereupon propose tional agreement. reteen therefor McKelvio and Paseo: Clem, Hall, Scully, goodwill together with the complete separately the three Resolutions regard every men of this Company will re G. Duncen and Mason. Reserve: Cuest. bencât of all contracts and covenants as the same which are set out in the ceive four shares of 825 ach in the
actico corvering this meeting.
Hongkong Land Investment and Agency from the date of this conditional agre
Co. Ltd., credited na fully paid up for No questions were asked, the CHAIRMAN ment. In return therefore this Company then proposed the following extra-each char of $100 held by him in this Company Each member of this Com- will allot four shares of its unissued ordinary resolution:
pany will be paid by the Liquidator of "That the Conditional Agreement this Company out of the nssets of this capital of $25 ench, credited as fully paid
submitted to the meeting for the Company a sum of san in caeli in respect, up, to every member of the Hongkong
amalgamation with this Company of of each 9100 share so held by hin, Ona Central Estate Company, Limited, în The Hongkong Central Estate, Limited, of the things that was necessary to pro- respect of each $100 shire held by "him upon the terms (inter alia) of the wide for was the security of the debenture in that Company. Further a sufficient acquisition by this Company of the holders of this Company there being out Complete undertaking, business, good" standing debretures to the value of one will and property of The Hongkong and a half million dollars which are re- Central Estate, Limited, in return for payable on the 31st May, 1024 A meet-
1 the issue to that Company of 40,000 ing was held yesterday of such debonture shares of this Company of the nominal holders and they passed a resolution value of 825 cach credited as fully paid which permits this Company to go into up, being four shares of $25 each of liquidation, without the debenture bold. this Company for each share of 8100 er enforcing ns they would be entitled cach of The Hongkong Central Estate, to do, their security, the debenture Limited, be and the same is hereby ap holders accepting in lieu thereof coven- proved end that the Directors be and ants to repay such moneys by the Hong- they are hereby authorised to carry the kong Land Investment and Agency Co., anid Agreement into effect with such (if Ltd. any) modification either before or after the execution thereof as they may think
RELIABLE SUN HELMETS will be retained by the liquidator out
AT
WHITEAWAY'S
REAL CORK: GOOD SHAPE AND STYLE · Govered Good Drill and Fitted with a Full White Puggaree.
11.50
$
13.50
BEWARE OF CHEAP AND WORTHLES8 IMITATIONS. DO YOUR SHOPPING AT
WHITEAWAY, LAIDLAW & CO., LTD.
GENT'S OUTFITTERS
20, DES VŒUX ROAD CENTRAL.
(NEXT TO JARDINE'S CORNER)
HONGKONG,
of cash in hand to pay to each incuber of the Central Estate a sum equivalent to $60 per share in respect of every share held by him. One of the things that was necessary to provide for was the security of the debenture holders of the Hongkong Central Estate, Limited, there being out. standing debentures to the value of one and a half million dollars which are repayable on the 21st May, 1924. The debenture bolders have agreed to allow the Hongkong Central Estale. Limited, to go into liquidation without the deben ture holders, enforcing, as they would be entitled to do, the security, comprised in the debenture trust deed, debenture
fit,
Mr. G. W. BARTON seconded, and the
The CHAIRMAN then proposed »–
holders accepting in lieu thereof coven-motion was carried unanimously." anty by this Company to perform the conditions of repayment in the debenture trust died.
·TI
I may here mention that Prince's Building and Land Company, Limited, and Mr. Nemazee have agreed with this Company to pay off on maturity the whole of the moneys secured by the Debenture Trust Deed and the benefit of that coven "That the provisions of the Com-ant will be transferred to the Hongkong pany's Memorandum of Association Land Investment Company, Limited, by
our Liquidator. with respect to its objects be altered so as to read as shown in the print signed. for the purpose of identification by the Chairman of this meeting." Mr. R. J. Watros seconded, and the
The CHAIRMAN then proposed the last
That the new Articles already ap proved by this meeting and for the purpose of identification subscribed by the Chairman thereof be and the same are hereby adopted as the Articles of the Company to the exclusion of and in substitution for all the existing Articles thereof.
If no questions arë 'asked nor, expland- tions sought I shall presume you approve the resolution to wind up this Company and to appoint Mr. Percy Smith s Liquidator and further authorise him to adopt and carry out the said conditional
agreement.
There were no questions and the Chain-
terms (inter illa) of the nequisition by The Hongkong. Land Investment and "Agency, Company. Limited, of the com. plete undertaking, business, goodwill. and property of this Company in return for the issue to this Company of 10,000 shares of the. Hongkong Land Invest ment and Agency Company, Limited, of the nominal value of $25 each eridit- ed as fully paid up, being four shares. of $25 each of that Company for each share of $100 each of this Company, ba and the same is hereby approved and that the Liquidator be and he is hereby authorised, pursuant to Section 185 of the Companies Ordinance to adopt the Agreement and carry the name into effect with such (if any) modifications. either before or after the execution! thereof as the said Liquidator may think expedient,"
نو
Mr. J. Joazrú seconiled and the motion was carried.
The CHAIRMAN then proposed the third extraordinary resolation:
"That the aforesaid 40,000 shares · of The Hongkong Land Investment and Agency Company, Limited, shall in pursuance of clauso 8 of the aforeni conditional agreement be allotted and from the 2nd day of July, 1923, to members who are on the Register of Shareholders of this Company on the date of the confirmation by this Com pany of the special resolution confirms ing the said agreement."
Mr. JT. BAGHAM seconded, and the motion was carried.
This concluded the business of the meet. ing.
MAN proposed the following resolution: THE VALUE OF GOOD SIGHT
That it is expedient to effect au amalgamation of this Company with cannot be over-estimated.
Sight stands
the Hongkong Land Investment and for everything that is valuable or enjoys. Agency Company, Limited, and with
I may here mention that Prince's Building and Land Company, Limited, and Nemzee have agreed with the Hong- kong Central Estate, Limited, to pay off on maturity the whale of the moneys secured, by the Debenture Trust Derd and the benefit of that covenant will be trans- mction was carried. ferred to this Company by the Liquidator. With regard to the draft new Memoran-resolution:- dum of Association, the existing Memo randum is one which has been in - forco in its present form ever since the incor- poration of the Company in 1869, and your Directors consider that in order that the Company may be oquipped with the increased powers necessary to enable it to
view thereto this Company be wound able in life You cannot tall if your sym keep pace with the times, and maintain.
up. voluntarily and that Horace Percy are right; you may see well yet hard its position it should increnso the scope
Smith of Victoria in the Colony of defective eyes. If you wish to have your Mr. C. C. Boro Beconded, and the of the objects of the Company as set forth motion was carried.
Hongkong be and be is hereby appoint eye tested, the Refracting Room of The inite Memorandum of Association with a
ed Liquidator for the purpose of such view to being thereby placed in a position ordinary general meeting for the purpose A further extra-
winding-up."
Hongkong Optical Co., muccessir · 10 to carry on its business more economically
Mr. H. M. L. Namazza seconded, and Clark & Co., Refracting and Manu and efficiently and also to carry on certain (inter alia) of confirming, if thought fit, the motion was carried:
||||facturing Opticians—the most competent eleases of business which, under existing which bare just been passed as extra as special resolutions the two resolutione
The CHAIBUAN the proposed as an optical establishment în South Chin eircumstances may conveniently and ad- Fantageously be combined with the Com-ordinary resolutions respecting the Memo-extraordinary resolution:- pany's, present business. Copies of the randum and Articles will be advertised existing Memorandum and of the draft to be held here on 25th May next at 11.30 new one have, as indicated in the notice and I shall be glad if you will convening this meeting, boen open for kindly attend same
The CHAIRMAN:
inspection by shareholders at the Com- This concluded the business of the pany's Registered Office and at the office meeting.
...
"That the conditional agreement located in 88, Queen's Road Central- submitted to the meeting for the is at your service. They have the equip amalgamation of this Company with ments to test your eyes sccurately. The Hongkong Land Investment and Agency Company, Limited upon the Testing the sight and fitting glawes
(Continued on seal Colama.)
[101
their spe