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Arrivia, 183.--Every Director or Auditor shall, in respect of the duties mal obligations of his Office. And while acting under the advice of the Attornies, or Solicitors, or Counsel employed by the Court on behalf of the Company, be entitled to have such advice at the expense of the Company; but any Director', : or Auditor, who, in respect of the duties or obligations of his Oflice, consults or is advised by any other Attorney, or Solicitor, or Course), shall, unless the Court otherwise determine, pay out of his own Monies, the charges and fees of such other Attorney, or Solicitor, or Counsel,
Arbitration.
ARTICE 184-Whenever my difference shall arise between the Company on the one hand, and any of the Shareholders, their heirs, executors, administrators, or assigns, on the other hand, touching the true infent or construction of these presents, or touching my deed or thing to be done, omitted, or suffered, in pursuance of these presents, every such difference shall be referred to arbitration.
ARTICLE 185.-Every such reference, unless the parties shall otherwise ngrec, shall be made to two competent and indifferent Persous, who shall be named, One by the Company and One by the other party to the difference, and, for this purpose, all the differing Persons, other than the Company, shall be trained as One party,
Auricu 186.-The Court shall act on behalf of the Company, in naming One of the Arbitrators. ARTICLE 187-If either party, for Ten Days next after being requested in writing by or by the Agent of the other party to me an Arbitrator, neglect so to do, then both Arbitrators may be named by the party by or for whom such request was made.
ARTICLE 188The Two Arbitrators, before entering on the business of the reference, shall, by writing under their hands, name a third competent and indifferent Person to be their Umpire.
ARTICLE 189-If the Arbitrators, fail, for Seven Days after their appointment, to name the Umpire, then, on the application of either of the Arbitrators, or of any party interested, the Empire may be named by the Governor of the Colony,
ARTICLE 190.--If the Arbitrators do not, within Thirty Days next after the matter in difference is referred to them, or within such extended time as they shall fix, agree upon their award thereon, then it shall stand referred to the Empire.
ARTICLE 191---The award of the Two Arbitrators, or as the case may be, of the Umpire, it made in writing under their hands or his band, and ready to be delivered to the parties in difference, or such of then as desire the same within Thirty Days after the matter in difference is referred to the Arbitrators or the Umpire, shall be binding and conclusive on all parties interested, their heirs, executors, administrators, and assigns; and all such deeds and things shall be forthwith thereafter done, omitied, and suffered, as by the award is required.
ARTICLE 192-The Arbitrators and Umpire respectively shall have full power to examine the parties in difference or any of thou and their respective witnesses on oath or statutory declaration in lieu of oath if they think it so to do.
Autions 193.-The Arbitrators and the Umpire respectively shall have full power, if they or he think fit, to proceed in the absence of either or both of the parties, after notice to both parties of the intention so to proceed.
ARTICLE 194.The Umpire shall have full power, by writing under his hand, from time to time, to extend the period of Thirty Days within which his award is to be made; and if it be made and ready to be delivered as aforesaid within such extended period, it shall be hinding and conclusive, as if made within such period of Thirty Days.
ARTICLE 195.--The Arbitrators and the Umpire respectively may, from time to time, make separate awards each part of the matter in difference instead of One award on the whole matter, and every such separate award shall as the matter thereby awarded on, he final and conclusive as if it were the whole matter in difference.
Auricle 198.-The Arbitrators and the Umpire respectively may proceed in the reference in such manner in all respects as they and he respectively think fit.
ARTICLE 197.-The costs of and incident to the reference and the arbitration, and the award respectively shall be in the discretion of the Arbitrators and the Umpire respectively.
ARTICLE 198-The submission to reference made by this Deed may at any time be made a rule of any Court of Law or Equity on the application of any party interested.
ARTICLE 199- The Court of Law or Equity may refer any award of the Arbitrators or the Umpire with such directions as the Court may think fit.
Artico 200-Full effect shall be given under the Common Law Procedure Act, 1554, and every or any other Act or Ordinance, from time to time, in force and applicable on that behalf to the provisions of this Deed tonching Arbitration.
Legal Proceedings.
Antena 201.--The Court, from time to time, in their discretion may bring, prosecute, carry on, or maintain, at the expense of the Company any action at law, suit in equity, criminal prosecution, or other legal proceedings on the behalf of or for the purposes of the Company, and in the name of the Company, or otherwise, as occasion may require; and may undertake and conduct the defence of any action, suit, prosecution, or other proceeding in the results of which the Company may be interested, and may submit to arbitration on behalf of the Company any difference or thing whatsoever in which the Company inay be concerned, and for those purposes or for any other purposes connected with the business or the interest of the Company shall instruct and employ on behalf of the Company, the Attornies or Solicitors of the Company,
or their Counsel,
ARTICLE 202.-Where any action at Law, or Suit in Equity, or other legal proceeding is brought against any Person being or having been a Director, Shareholder, Auditor, Officer or Servant of the Company, his heirs, executors, or administrators, in respect of any engagement or liability of the Company, save such as is incurred or occasioned by his own wilful neglect or default, or against any Person being or having been a Director, his heirs, executors, or administrators, in respect of any deed or thing whatsoeve
61
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lawfully done or executed by such Person in the execution of the duties ar povers incident to his Office or in pursuance or under the authority of any suficient order or resolution of the Court, or of
any General Meeting, whether ultra vires or not, the Court upon receiving notice in writing of such action, suit, or other proceeding, from or on behalf of the Person against whom it is brought, and if the Court think fit, (but not otherwise, without having received such notice), shall undertake the defare of the same in the name of the Defendant, and shall take sach steps either for carrying on such debate, or compromising the proceed- ings therein or commencing any cross action suit or other proceeding, and such other measures and proceed- ings as are thought advisable, and shall, out of the funds of the Company, indemnify and save harmless, the Defendant, his heirs, executors, and administrators, against all costs, charges, losses, damages, and expenses whatsoever, occasioned, sustained, or recovered, in any such origini or cross action, suit, or other proceeding, or in anywise incidental thereto or consequent thereon.
ARTICLE 203.—No Shareholder whether an Officer of the Company or otherwise, his heirs, executors, or administrators shall be as of right indemnified out of the property of the Company against any such action, snit or other proceeding, if he or they do not give notice thereof to the Court, or if having given such notice, he or they do not permit the Court to conduct such defence and to act in relation thereto in all respects as the Court think fit.
ARTICLE 204,---These Presents shall be filed with the Registrar of Companies at Hongkong within Twelve Calendar Months from the date thereof.
Dissolution.
Autica 205.--If and when it shall appear upon or be certified by any Report of the Auditors or any Report of the Court that One half of the Capital actually paid up has been lost in the course of business or otherwise, or if and when the powers and privileges granted by the said Ordinance coase, and the Corupany cease to be incorporated under the said Ordinance, then and in any such case the Company shall thereupon be ipso facto dissolved.
ARTICLE 206.-- and when it shall appear upon or be certified by any joint Report of the Court and the Auditors that the business of the Company cannot he further prosecuted, or that the affairs thereof cannot be arranged with a prospect of benefit to the Company, and such report shall be adopted by a Resolution at any General Meeting, then the Company shall be dissolved at such period not less than Two Months after the time of passing the resolution as is fixed by the resolution, or if such period be not so fixed, then at such period not less than Two Months after the Day of hobling the Meeting as the Court shall fix unless the resolution of the Meeting or of the Court be revoked by an Extraordinary Meeting held before the time fixed for the dissolution.
ARTICLE 207.-The Court shall have full power to carry the Dissolation of the Company, however it inay happen, into effect by all necessary ways and means, and all powers and authorities vested in or exerciscable by, or which but for the Dissolution would be vested in or exerciseable by the Court under these presents or otherwise, shall, notwithstanding and after the Dissolution, remain and be vested i nor exercisenble by the Court and in full force for the purpose of working out the Dissolution and winding up the affairs of the Company.
ARTICLE 208.--For the purpose of the Dissolution, the Court, from time to time, in their discretion, may call from the Shareholders and enforce payment of all money which they respectively arc liable to pay towards the discharge of the Company's Liabilities, and may do and execute all such deeds and things whatsoever for getting in and disposing of the property and discharging, so far as the assets extend, the debts and liabilities of the Company, and distributing amongst the Shareholders the surplus assets (if any) of the Company, and finally, winding up and closing the affairs of the Company, and pulling an end thereto as the Court think fit or Counsel advise.
Eu Witness whereof the said Company have hereunto affixed their common Seal on the
Day of
186 and the said other parties hereto have hereunto set their Hands and Seals on the several dates and for the several numbers of Shans written opposite their respective names in the Fourth Schedule
hereto.