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THE WING ON CO., LTD.
HOUSEHOLD COAL
Vie have now made arrangements to deliver HOUSEHOLD COAL
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~ Selected Grade Lump Coal. UPPER LEVELS
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UPPER LEVELS MID-LEVEL
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Terms:-Cash with Order, Minimum Quantity
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$19.50 Pzx Ton.
18.50 do, 17.50 do. 19.50 do.
ARNHOLD & CO., LTD.,
FRENCH BANK BUILDING,
Dra Veux Boad' Üistral
THE HONG KONG DAILY PRESS, THURSDAY, FEBRUARY 6, 1930,
GREEN ISLAND CEMENT CO.
MEETING..
SHEWAN, TOMES REMOVED FROM OFFICE OF GENERAL
MANAGERS.
ADEQUATE COMPENSATION TO BE PAID.
THE SEVERING OF OLD ASSOCIATIONS.
Messrs. Shewan, Tomes & Co., who have been General Managers of the Green Island Cement Co., Ltd., for a long term of years, were removed from office following a meeting of share- holders of the Company held yesterday. It was decided, however, that compensation be paid for sach removal, the sun to be decided by a general meeting of the Green Island Cement Company, to be called in the near future."
There were two resolutions of the Agrada as follows:-
1. That the firm of Messrs. Shewan, Tomes & Co. be removed (pursuant to Article XI. (8) of the Articles of Association of the Company) from the office of General Managers of the business of the Company.
That Messrs. Gibb, Livingston & Co., Ltd., of Victeria in the Colony of Hong Kong, be appointed the General Managers of the business of the Company with a remuneration of $1,000 per month and a commission of 2 per cent, on the annual balance of the working account of the year to be taken before any allowance or deduc- tion has been made from such working account for depreciation of property. rents, buildings, machinery and stocks of goods and materials of any kind. The first of these resolutions, as stated, was amended, the compensation clause being adil- ed. The second resolution was not proposed, but the Chairman gave some very interesting de- tails of the business of the company, and added that the beat interests could not be served by appointing new General Managers.
GIBB, LIVINGSTON NOT TO BE APPOINTED GENERAL
MANAGERS.
it
Mr. C. A. da Roza took the chair the fact, which is common know the amendment as it stands should and Directore supporting the chair-ledge, that the Company has during be acceptable to the general body mun were as follows:Sir Robert the past five years passed through of shareholders, inasmuch Ho Tung, ir. J. H. Taggart, Mr. a period of severe depression neces provides for the removal of the J. Scott Harston, Mr. C. F. Mend sitating conservation of its financial General Managers, and leaves the ham, Mr. Li Tse Fong, Mr. G. G. resources in order to effect complete issue on the matter of compensation Tinson (solicitor to the Direc-modernisation of its plant, which to be adjudicated upon by the will of coure entail heavy capital domestic forum. I would according. tors), and Mr. A. Keith (secretary).
the expenditure, which expenditure is, by request you, when the amend Shareholders present were Hon. Mr. J. P. Braga, the Hon. I may add vitally essential to the meat has been duly seconded, Mr. W. E. L. Shenton, and Messrs., fature of its undertakings, with a record your votes in support there W. S. Bailey, F. P. Soares, Seu view to bringing it back to the of Kon Chi, H. J. M. Figueiredo, A. high standard of earning power C. Botelho, J. W. Shewan, A. Lwhich it enjoyed for a period of Shields, N. Braga, H. Dreyer, J.years prior to the year 1925.
Reasonable Compensation. ' Gould, J. T. Bagram, 0. B. John son, M. A. Figueiredo, J. F. Pereira, I do not propose, at this juncture, Li Yat Choy, Li Po Chua, Kwok Kam Hang, A. A. Botelho, J. A. de V. Soares, N. V. A. Croucher, C. C. Moxon, F. M. N. da Silva, Davidson, E. J. de Figueiredo
and F. E., Silva,
CHAIRMAN'S SPEECH.
Addressing the gathering, the Chairman said:-Gentlemen-This mecting has been convened under
MR. BRAGA'S SPEECH.
Tho. Hon. Mr. J. P. Braga said that the orthodox formula adopted
because of its brevity: "I have "He pro. pleasure in seconding, posed on this occasion to depart from this stereotyped phraseology. The question under discussion, no less than the momentous issue volved, galls for the submission of
by the seconder of any resolution, to regale you with a lengthy diser an amendment thereto, was the one that usually dommends itsell sertation regarding the policy under taken in this relation, as it will be necessary for me to refer to this matter later when I address you in opposition to the second of the re- solutions before the meeting to-day Nevertheless, it is necessary for me to point out that, in connection with the amendment I now place before your your Board, in sponsor ing the matter of adequate compen. sation to the General Managers, has
He proceeded:-
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of the labourer being worthy of his hire. At an early stage I took un active and a continuing part in
History of the Company. The Green Island Cement Com-
arguments for serious consideration personal discussions arising out of pany, Limited, was started on the Mr. Creasy I rise to second the Chairman's half of the Company on the one Ewens, a solicitor then practising in
"It is with mixed feelings that the issuance of the circulars on be- 22nd March, 1950. amendment to the original resolu. hand, the general managers, and
the terms of the Company's Articles been prompted by the following im-tion calling upon the shareholders the requisitionists, respectively, on Hong Kong, and at one time in
of the Green Island Cement Com the other. I desire, therefore, to partnership with a gentleman who 1.--That the General Managers pany to cast themselves adrift from and unreserved correction of an Directors, and Mr. Yu Yu Wang record my admiration of the prompt occupying a seat on your Board of are, in their opinion, entitled the firm of Messrs. Shewan, Tomea
of Asociation, Article No. 9, Sub-portant factors: section 3, as the result of a re- quisition signed by 15 shareholders; representing some 113,000 shares, and, notwithstanding the fact that since the receipt of the requisition in question the interest of the re- quisitionsts has been reduced to 62,000 shares, nevertheless such holding is within the statutory number, and so conform to the Article in question.
The Secretary having read to you the resolution mentioned in such requisition, I will now call upon ne of the gentlemen who requisi- tioned the meeting to propose the first of these resolutions, and to address the meeting in support thereof..
son.
and
to reasonable compensation & Co. in their position of General erroneous impression which, if were the promoters of the Company, for loss of office, and
Managers of the business of the allowed to persist, might not have The nominal capital was $1,000,000, 2-That the terms under, which Company. My feelings are, in the been conductive to a free, frunk of which 8765,070 was paid up. Its
your Board propose
that first place, those of regret that in and friendly discussion of the mo- modest beginning was located in Messrs. Shewan, Tomes & Co. the evolution of modern industrial mentous jasues which we are metha Verde" at Macao, and it was from the English translation of the name of this little isinad" Green shall relinquish the General and commercial progress, as well here to-day to decide. The re Managership of this Company as those of practical principles tentions clear, the way to a satia quisitionists having made their in- underlying the policy of economics! administration, old associations and factory conclusion of our delibera- tried friendships, lang establisheti, tion and discussion is comparatively must, sooner or later, be parted.
include, inter alia, a vennat to
the effect that Messrs. Shewan, Tomes & Co. shall not assume competitive agencies in relation to the marketing of cement covering a. perind of five years,
I may incidentally further state
Bmooth."
Island" that the Company derived
its name, the product of which is
now so familiarly known through-
out the industrial world of the Far East. The Works, consisting of At the same time, I feel a sense General Managers Since 1895. about 12 bottle kilns with the neces- of pleasure that if, as business men, The issue resolves itself into sary grinding plant, etc., did not we feel sentiment must make way lone as to whether compensation realise the expectations of the pro- by the compelling force of circum-shad or shall not be paid to Messrs, moters; the Company did not pres that the views of your Board are stances, a section of the share- Shewan, Tomes & Co. To their per. shared (subject to a reservation as holders of this Company are not so credit be it said that the firm had On the 3rd January, 1891, Mesure. Mr. Davidson: As I hold proxies to the amount of such compensa devoid of the sense of their moral and has no intention of obstruct Arnhold, Karbery & Co. were ap for the requisitionists, I will, with tim) by a number of shareholders, if not as of their legal-obligation, ing the wishes of the shareholders pointed the General Managers, whe your permission, move the first re- amongst whom are included either that, if the Company, on the ground to administer the affairs of the Com- raised $50,000 in debentures. It is solution on notice. As sharehold the requisitionists or supporters of of expediency, should free itself pany by themselves through useful to quote a few extracts from ers are fully acquainted with the the proposed change in adminis from general managership, the firm Hoard of Directors. The only point the annual reports of the Company reasons that have been advanced for tration, your Board baving been so of Messra, Shewan, Tomes & Co., of difference is should the general to show how its difficulties proved this resolution, I don't propose to informed at an informal meeting who had acted as general managers managers receive any compensation almost insurmountable until the make any further remarks but held on August 14, 1020, which was for nearly 25 years, should receive for stepping, aside from the con- present firm of general managers will ask someone to second it.
convened for the purpose of afford adequate and ample compensation duct of the business of the Consucceeded to the office. It is record. Mr. Bulmer Johnson: I beg to ing an opportunity for an inter-for the relinquishment of their pany for which they have been reaed in the report for 1892 that to accond it.
change of views on this subject. office."
ponsible since 1805, and, if so, what wards the close of that year rates: The Chairman: On behalf of the
I inay here mention that On
Before I submit the reason in is considered a fair and reasonable became so unremunerative, that we Board of Directors, and a large November 7 last (a week after the support of my arguments, there are compensation, Having decided the were compelled to reduce the pro- number of shareholders in this Com letter requisitioning this meeting two facts-and they are important first point, the second, the Chair-duction considerably, the financial pany, I now bag to formally pro-was received) a letter was address facts-I wish to emphasize The man hus, informed us, remains to situation not allowing us to sell at pose the following as an amended to Messrs. Shewan, Tomes & first is that the requisition for this be debated at a future genoral meet- a loss, or to allow the agglomera.. ment to the resolution you have just Co. as General Managers of the meeting was signed by 15 share-ing of shareholdera. ·
tion (that is the word used in the heard proposed by Mr. Davidson Company, by shareholders repre- holders representing 115,000 shares. In this connection may I offer one report) of heavy stocks." The value and seconded by Mr. Bulmer Johnsenting 92,000 shares (a majority of Whatever the reason, it is a mest suggestion The issue of founder of sales in that year amounted to
whom have signed the requisition) significant fact, that a weakening shares is a common enough practite $100,317.89. "That the firm of Messrs dealing exclusively with an impresin the ranks of the requisitionists with joint stock companies. If the At the annual meeting, held on Shewan, Tomes & Co. be remov- sion which they intimated had some has taken place in the extent of a allotment of founder shares be not March 16, 1894, the shareholders cd pursunat. to Article XI. (8) of how got abroad to the effect that dwindling in their shareholding from practicable, because of some the Articles of Association of the signatories were averse to the 115,000 to 88,000. In other words, technical difficulties, let Menara gloomy prospects, for "we had to were confronted with extremely this Company from the office of principle of compensation, That their fighting strength has been im Shewan, Tomes & Co. be paid com- General Managers of the business impression was emphatically cor- paired to the extent of 23.48 per pensation in the equivalent of fully in the demand, and a further de face an almost complete falling off of the Company but be paid a reeted by the letter last referred to, cent. No factor is more injurious paid shares. The difficulty of ready compensation for such removal which, moreover, went on to state in a combatant than the impair cash would be obviated, and the old elino in prices, which compelled us to practically close the factory." any such sum as the Company in that no organised opposition, would ment of his forces. The second fact and honourable association o! general meeting may hereafter be made to fair and reasonable which I would ask you to bear well Mesara. Shewan, Tornce & Co. with These were the dark forebodings of 1894. on December 1 of that year decide,"
compensation being paid to Messrs. in mind is that emerging from the the Company would still be retain the prospectus was issued of a new In sponsoring the amendment be- Shewan, Temes & Co. in the event Chairman's speech.
this: ed. It would be a graceful act, at:
with the same name, by stating that your Board has ment as General Managers. quisition, the General Managers re- general managers. There is the fur- already comprehensively set In the light of the views act forth ceived a letter from shareholders, ther advantage that we would thus quiring and taking over as a going concern the business and under- views before you in a circular letter in the letter just referred to, your with interest in the Company to fergo a new link in the chain con taking carried on by the old com addressed to shareholders under Board, after due consideration, the extent of 92,000 shares, intimant nesting the present with the past, date November 15, 1929, and it is decided that the most equitable ing that they desired to correct an when we owed so much to Messrs. Pany. The property consisted of the cement factory in Green Island, therefore unnecessary to travel over manner in which the question of impression, which had got abroad, Shewan Tomes & Co. The bonds of. Macao the same ground again, but it ap compensation could be dealt with that it was not intended to pay friendship need not be severed for
Messrs. Arnhold, Karberg & Co., That good. pears to me opportune to review would be to furnish shareholders any compensation whatever.
been briefly the course of events leading with the fullest and frankest infor wrong impression has now
It will help us if, at this stage, endeavoured to form the new com- up to the action taken by your mation on this subject, and to leave corrected on behalf of the signa I beg your forbearance to pr. sent pany with 30,000 shares of 85 each the assets and Board in this..matter.
the issue on the question of com-tories of the letter in question, and, to you very succinctly the history to take over AA at present constituted the pensation to be decided upon by in their own words, "no organized leading up to Messrs. Shewan, liabilities of the old company. Of Board of this Company includes shareholders in general meeting. In opposition will be offered to fair Tomes & Company's general man these, shares, 18.880 were to be Directors who, with one exception, view of this decision, it appears un- and reasonable compensation being ngership.. II, time had permitted it, allotted to the shareholders in the. have served thereon for a period of necessary for me to stress that, paid to Messrs. Shewan, Tomes &I would like to go more into detail, old company, and the balance 13,120, several years, and I may incidental, should this amendment be carried, Co, in the event of the termination but I will not detain you longer to be offered to the public. The ly add that the directorate has a your Board will, in the near future, of their appointment as general than I can help. The facts that I public were unresponsive and this material stake in the Company, take steps to review the whole ques- managers."
will present to you in tabloid form effect to provide new capital failed., "I would not attempt to disguise are material and illuminating, and The Colony, as a whole, did not. inasmuch as its holding represents tion of compensation on the basis more than 10 per cent. of the issued which I have just ontlined to you, my admiration of a gracious act of will, I hope, assist you in reaching have the courage to put up a com fapital thereof. During ita period and will then place the matter begallantry which, at once, places in the only conclusion possible, and parative pittance of an aggregate in office your Board has devoted afore the shareholders of the Com-its true perspective, the position of that is, that justice be meted out of 885,000. Mr. Shewan, single. considerable amount of time and pany in general meeting in the the general managers in relation to by a council of level-headed men handed, pledged his firm to the ex close attention to the affairs of the terms of this amendment. In these the attitude, of the major body of of business who will "render unte tent of 800,000. Company, particularly in view of circumstances it seems to me that the shareholders, on the principle, Caesar that which is Caesar's,””
(Continued on Page 7)
It a
fore you, I will preface my remarks of the termination of their appoint. Subsequent to the date of the re-any rate, from shareholders to their company for the purpose of ac
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