Intimations.
THE HONGKONG TELEGRAPH TUESDAY, MARCH 13, 1906.
The Hongkong Celegraph
HONGKONG, TUESDAY, MARCH 13, 1906.
THE FAMINE IN JAPAN.
kong in the famine in North Japan, in a
THE Russo-Chinese negotiations have been discontinued. High officials are opposing the participation of Taotai Choù Mien in the ne gotiations.
THE Bishop of Victoria, held a Confirmation Service in S. John's Cathedral at 5 o'clock last avening, when a number of candidates pre- sented themselves to receive the sacred rite. A SAMPAN MAN was this morning fined. $15,
THE PEAK TRAMWAYS.
PROCEEDINGS CONTINUED.
In Original Jurisdiction this morning, be fore tits Honour Sir Francis Piggott, Chief Justice, the case of D. E. Brown et al against the Hongkong High-Level Tramways Co., Ld., and Messrs. J. D. Humphreys and Son, was continued.
V
The Hon, Mr. H. E. Pollock, K.C., instructed
A. S. WATSON & CO., Interest has been manifested in Hong-
tangible form, by the initiation of a relief with the option of six weeks' hard labour, by by Mr. John Hastings, appeared for the plain. fund. Although the step taken in the Mr. F. A. Uazeland at the Police Court, fortiffe, and Mr. E. H. Sharp, K.C., and Mr. M.
LIMITED.
ESTABLISHED A.D. 1841.
dredging in the man-of-war anchorage yester- day afternoon.
WE understand that over thirty summonses have been issued by the Kowloon Police against owners who keep unlicensed dogs at Kowloon, several cases were heard this morning and their owners fined one dollar each. Kowloon
Colouy, towards supplying a modicum of help to the famine-stricken million in Japan. is somewhat late, long after relief measures had taken shape in Europe and America, it will be seen that what subscription can be raised locally will be such as the condition of the people, in the affected prefecturesites please note. can i afford to despise Messrs. Aochi and Fukui, Progressists; Messrs. Noda and Sugabara, Constitutionalists; and Mr. Harada, a member of the Daido Club, with HIS EXCELLENCY THE GOVERNOR,the support of 243 other Members of the
CHEMISTS BY APPOINTMENT
TO
HYGIENOL.
(REGISTERED).
A POWERFUL
DISINFECTANT,
GERMICIDE
House of Representatives in Japan have introduced to the House a representation calling upon the Government to adopt immediate measures for the relief of the sufferers from the famine. From the latest returns, the memorialists give the number of destitute people who are now reduced to the verge of starvation in the famine-stricken prefectures, as follows:
Miyagi Prefecture.. Fukushima
Iwale
11
442,202 364,791
190,422
It is pointed out that the number of suf- ferers needing help having reached so high a figure, it is now beyond the power of the local authorities and charitable bodies, to satisfy their need; and also states that DEODORISER several deaths have already taken place from starvation. No delay can be tolerated in taking action for their relief, otherwise numerable deaths will result.
'CHEAP
HARMLESS
EFFECTIVE.
RELIEF FUND!
W. Slade, jastructed by Mr. J. H. Harston, of Messrs. Ewens, Harston and Harding, appear ed for the defendants,
■
Mr. Sharp would ask your Lordship to TO-DAY is the 27th anniversary of the marriage stop there as that will come in under my own of His Royal Highness the Duke of Connaught, argument. I want it clearly understood that it only surviving brother of King Edward VII, was first a salo and the other words used after who, in 1879, married Princess Louise Mar-wards "re-construction," and "amalgamation"
were quite correct, as used by Mr. Ewens." garet, daughter of the late Prince Frederick
Mr. Slade: Every reconstruction or amal- Charles of Prussia.
gamation is preceded by a sale.
Further addressing the Court, Mr. Slade said that there were some short statements of the accounts of the old company which buth side agreed should be put in and they were being typed. They covered the years 1931-1904.
For going about the street with a long bamboo pale and by this incans removing from veran- dabs what clothing are hung out to be dried, a coolie was this morning sentenced by Mr. F. A. Hazeland to three weeks' hard labour and six hours'.stocks.
His Honour: How many shareholders are there ?
His Honour: I don't think that the giving it Ţing, the minority being a very small one, show. a name in the circulars is of so much imported that the notice was looked upon as entirely fance as you appear to give it. Assuming that adequate. ja shareholder acquainted with the companies law goes to a meeting with this in his mind, that this is a reconstruction, he knows he has his rights and his remedy and he conducts himself accordingly. Afterwards be finds it is not a re-construction but a sale.
Mr. Slade: I don't say it is not a re-con- struction.
His Honour: The whole thing is based on that. If this is a re-construction scheme the shareholders cannot be ousted from their right under section 16.
Mr. Stade: it is not a re-construction scheme in that sense-
His Honour: Then section 161- Mr. Slade: The shareholder is told the
When His Honour took his sent he said, addressing. Mr. Slade, that there was just one matter which wanted unravelling, and that was the use of the words "sale" and "re-construc-machinery by which the re-construction scheme tion."
will be carried out. We presume he knows the terms of the section, and that he knows the laws, and the reasons why they were passed. Section 161 of the Ordinance was incorporated and passed to protect shareholders from being forced to take up shares in a new company 'as a sile to it of no old company-compulsorily Counsel thea quoted further authorities and said that here they did not ask the shareholders to accept shares, aud therefore the section did not apply here, and would only apply when a transaction. was carried Counsel had through under that section. sought other cases, us plecodents for the power to put through such transactious but had not been able to do so. But the principle was the same, whether the power was conferred upon the directors of a company by the share- holders, or by an Act of Parliament. It was their care that the transaction had been carried through under the power conferred under the memorandum of association, and it was not immaterial to point out the powers so.com ferred. The memorandum was then referred to
His Honour: Sections 10 and 11 contemplate the continuation of the old company,
There were five dissentients, to the new scheme: the plainuff, Mr. Goddard, Mr. Meyer, Mr. Allan Cameron, and Mr. Ram.
MR. N. Post, Austrian Consul residing at No. 65, Mount Kellett, Peak, proceeded against his chair coolic at the Police Court this morning for misconducting himself and disobeying an order that was given him on the 12th instant The charge was proved, and Mr. Melbuumeed.
fined the coulie $2,
Ar the instance of Sergt. Watt, twelve chair coolies were paraded before Mr. C. a. D. Mel. tourne, at the Magistracy this morning--twa for keeping a common gaming house at No. 17 Staunton Street the 12th inst, and the re- mainder for gambling on the premises. The first two defendants were fined $25, and the remainder $3 opiece.
THE report fox1905 of the China Flour Mill THE PAMINE ÎN NORTH JAPAN. Co. Ld., whose capital is Tls. 300,000, shows a divisible balance, aker writing of Fls. 4,000 for depreciation and paying an interim dividend of 10 per cent, in July last, of Tls. 50,890. It is proposed to pay a final, dividead of so per cem., making zo per cent. for the year, piace I'ts. 20,000 10' reserve, raising it to Tls, 50,000, and carry forward the balance, Tls. 899,"
Lady Piggott begs to acknowledge with thanks the following donations to the Japanese Famine Foud which she has received, in addition in the price of tickets sold for her
A. S. WATSON & CO., forthcoming concert :-
...
LIMITED,
ALEXANDRA BUILDINGS,
Hongkong, 3rd March, 1906.
H.E. Sir Matthew Nathan, K.C.M.O........$150 Sir Paul Chater, C.M.G.
150
E. A. Hewett, Esq.....
50
A. N. Huke, Esq...
25
[34
J. Berwick Orgill, Esq.
Mrs. Kadoorie.
CREGOR & CO.,
19, QUEEN'S ROAD CENTRAL.-
CHAMPAGNES
PERINET
AND
FILS.
SON Singh, a watchman employed at Quarry Bay, received the greatest surprise of his life at the Magistracy this morning. Singh brought
Mr. Melbourne
{
is Honour said he must refer to what he said yesterday, that if the injunction WAS granted, it would continue so long as the consent of the Governor in Council was obtain
But my frend says Hon. Mr. Pullock! that while he has not that consent be has
something just as good-what is it that is just as good.
Mr. Sharp: No, the consent of the Governor in Council has not been obtained, that is a fact, only from the correspondence we have no reason to doubt that we shall obtain. that con.
seni.
llis Honour intimated that, it was not ne: cessary to go father with any evidence as to the negotiations which had been in progress for the consent of the Governor in Council, since that consent has not as "a fact beco
obtained.
Mr. Slade: We have given an undertaking not to transfer the interests of the old company
to the new until the consent of the Governor in Council is obtained.
.
His Honour: You'couldn't (Laughter). Mr. Pollock: That is a concession' thar 35 no concession (Laughter).
Mr. Sharp: Nevertheless, we have given our undertaking.
a charge against a stone-cutter for stealing a
Mr. Slade: We have made an offer for quantny of old iron and when in the box rela- 25 ed au impossible story of how he was knocked arbitration, and that offer remains open.
Counsel then went on to state that the wind- heart by the stone-caiter. heard all be had to say and at the conclusioning up of the company commenced from the date of the second meeting, according to discharged the Chinaman, and made out, a charge against Sugh for bringing a false Buckley and Palmer, and the liquidator then charge against the stone-cutter, and fined him superceded the directors, whose powers ceased, and the liquidator carried on the concern on $3.
account of both directors and shareholders
$512,50
LOCAL AND GENERAL.
His Hoouur: The injunction of November, 1945, and asked for was to present the winding up of the Company, but the subsequent wind- ing up sent that resolution to the wall.
FROM Thursday, the 15th instant, retreat will sound at 6.30 p.m.
THERE was a special sessions of the Supreme Court this afternoon to take evidence de bent MARQUIS Ito had his first audience of the esse, in the disputed bill of exchange case. Emperor of Corea on the 9th inst.
Mr. Playfair, continuing his evidence, said that he had been looking up the books, and the entry in Lemaire's book was quite correct and justified as it was only in that book that receipts for securities were entered. Theretion. I submit that the case of such sale would was another book called the "register of cus
THE 54th and 55th cases of plague for the year were registered to-day, 'Both patients (Chinese) succumbed to the disease.
THE N. G. D. News understands the legal ad viser to the Chinese Consultative Committee has resigned from that position,
THE English and French mails of the toth, and 6th February, respectively, were delivered in London on the roth and 12th insa. LEAVE of absence to England on private affairs has been granted to Captain 5. 0. Boyd, Royal Garrison Artillery, from 3rd April to 3rd
October.
THE German gunboat Jaguar was at Hankow on the 6th instant, and H. MS. Clio, the French cruiser Bescortés, and gunboat Oiry, and the American gunboat Alcano were at Kiuking
on the 7th idem.
Over forty undesirables landed in the Colony to-day by the ss. Hong Wan I, and Derwent
from Singapore and Saigon, respectively, They were immediately taken charge of by the detective department and "passed on,"
IN the Suprenic Court this morning in the course of some preliminary remarks heard, with reference to a disputed point in the notes of the case, the Chief. Justice said a very great lawyer in London once said that when, upon an occasion, he was confronted with the ver batim report of his address, he said he was astonished to find that he had talked so much
aonsense.
THE U.S. transport Ingalls arrived in Manila harbour on the morning of the Bth inst. and an official examination was made on her condition the following-day. After a part of her ballast had been removed she was easily towed off the reef by the tugs Piscataqua and Wompatuck, RHEIMS-CHAMPAGNE. assisted somewhat by the flood tide which was quite high at the time. The damage to the Ingalls was slight and she came up from Apo
MODERATE IN PRICE, AND
ABSOLUTELY
GRAND VINS.
Hongkong, 27th July, 1905.
under her own steam,
A RECENT issus of the Nangfanpan says that H.E. Chun Kun-ting, Governor-designate of Kiangsu, is waiting for the new Governor of Honan, Chang Jen-chun to arrive fro Shansi before be can give up his post at Honan to come to Kiangsu-H.E. Ha Ting-kan, Gover- nor of Kiangsi, bas asked to be punished on account of the Nanchang massacre. The Bri- tish demands in connection with the murders
tedy receipts issued." this was in correction of his evidence previously given. The books were then sent for, and the evidence was pro- ceeding.
Mr. Slade Your Lordship said yesterday that this winding up was a compulsory sale of shares and was inconsistent with a re-construc
mean that two companies would run side by side. This was not so here, what was sold to the new company was not the interests of the shareholders in the property of the old com. pany, but the property itself. They were two very different things. The price also was men. THE fire brigade, in charge of Chief laspectortioned as a lump sum, 'The interest of the Baker, was called out at half-past twelve this individual shareholders was analogous to those morning to a fire which had broken out at of partners in any ordinary irm. The shares No. 150, Wing Lok Street, (second floor), are only the outward and visible token of his The brigade was soon at work, but their efforts, share and title to a portion of the corporate directed in contining the flames to that parti- whole. cular house, proved fruitless, and the flames spread to the second floor of house No. 152. The firemen worked hard, and when the fire was eventually extinguished it was found that the first and second floors of house No. 150 were gutted, while the second floor of the ad- joining building had also suffered badly. The origin of the outbreak is as usual unknown, but the police are of opinion' that the fire started between the staircase and cook house The insurance of house of house No. 150. No. 150 is for 15,000 and it is stated that, that was the amount of damage done, while house No. 152-was insured for $13,000.
A DISHONEST HOUSEBOY.
His Honour: What would be the effect if England, we say, bought up the whole of the shares in the Suez Canal?'
"
a
Mr. Slade : Not pecessarily, my Lord; it pro- vides for a variety of acts and under one of then we promoted the new company.
His Honour: if you are going to invoke that then the shareholders do not appear to have received a proper nolice.
Mr. Slade: Why not? Why not, my Lord? We have no reason to take it that the, slate holders are unacquainted with the sections ef
their own articles of association.
His Honour: It certainly appears to me that the continuance of the old company was contemplated. The section provides for power to "promote," to "take shares in "and to "gitaranice," elc-Thus there must be some- body to "promote," to "ake up the shares," and to "guarantee."
Mr, Stade argued that these articles are often, touched in somewhat ambiguous terms. It is not at all necessary to set forth the full details of the business. The notice and circular intimated that shares were contemplated to be taken up in the business.
Uis Honour: But the shareholders were not informed of the full object of the meeting.
Mr. Stade: Why should they be?
His Honour: Well, why shouldn't they? Mr. Slade said they could come to the meet- ting knowing the line of business to be trans- acted. The only question they had to decide whether they could accept the price offered for their shares. They had not to decide whether they would take up shares in the new company, His Honour: But they were expected to sanction the sale, of the company at a price, though they had not been informed in the notice of what it was.
+
Mr. Slade: 1,150, my Lord.
His Honour What shareholders ? Mr. Slade: Oh un, I mean shares; I don't. know how many shareholders there are, but cans of course ascertain.
lis Houour: Of course it is useless to quote the number of shares represented, 1,135, at the meeting, as that does not convey anyiling, as Doe man alone may hold 1,000 shares; at this meeting there were five dissentients-how: - many shares did they represent?
Mr. Slade: f'll come to that.
Counnel then went on, and said what he' wanted to be made perfectly clear was, that' they offered arbitration, under the Arbitration. Act of 1889, and still offer arbitration,
Counsel then submitted that his Lordship must find that there was no attempt at fraud, no suppression of facts, and that all that might be wrong was an irregularity, which could be set, right by the company. He said that the plaintiff had asked, very improperly, for an injunction, and that in, consequence the com- pany had been very unnecessarily and impro- perly tied up. As regards the resolutions. fin resolution for winding up stands, and nothing could be said against that, and all that could be done would be to call a meeting, and put it to the shareholders as in whether they consented to the sale of the undertaking for $250,000 or their sale of shares at Szon cich. If they got an injune. tion it would debar them from holding any meeting and the affairs of the company would be tied up worse than evert
Hon. Mr. Pollock: Oh! No.-.-
In the case of Mason . the Motor Traction Company, 1892, the company in a similar case were held to be in the wrong it showed that all the plaintiff was entitled to, assuming that they were wrong, and that was atbition. The Court at Home has laid it down that it will not. interfere with the intergal workings of a com- pany where there has been only an irregularity, which the company can set right. And he would ask his Lordship, if he did find against him on all points, he would ask that all the Court should order against him would be that they should give an undertaking not to go on with the resolutions with regard to the sale until a meeting had been called and the re- solutions approved or disapproved by the shareholders, but, in the alternative would ask that the case be dismissed.
Han. Mr. Pollock, addressing the Court for the plaintiffs, said he thought no doubt it had bean of great assistance to the Court to have had the advantage of the very able arguments of his learned friends on the other side. But with due deference to them he would maintain and submit that the statements he made in opening the case had not been, touched, and as they stood then they stood now, and he would briefly place them before his Lordship now, as he had put them the
A question to consider was whether the re solution for winding up should stand. His learned friends had made a point of that, that, whatever else went, that resolution must stand, and he would refer to authorities which would clearly show that if resolutions for re-construc- tion fall to the ground, resolutions for winding ap with a view to such re-construction musi fall to the ground also, and he proceeded to cite his authorities, and said that there was no rea son why, because it was considered necessary to re-construct the company that there should be a regular winding up. But if there had been no scheme of re-construction there would not have been ope person at that meeting found willing to consent to or vote for the winding up of the company.
Mr. Slade: Why should they be? The pro- posed memorandum of association was lying at the office of the company for anybody to see who took the trouble to go up and look at them, His Bonour: There is nothing here beyond the statement that the capital is $750,000, of converted into properly in the which $250,000 will go in the purchase of the
As regards the notice, the fourth resolution was that the liquidator should have the power of selling the Peak Tramway Company at a sum of $zoo per share, or shareholders could have the option of taking shares in the new company, and so his property in old company could, at his own option, be
-
new company.
Mr. Slade: What do they want more for? They were only required to decide the price
of their shares.
His Honour: But supposing that you were proceeding as a new company? You would supply more information?
Mr. Slade: Only if the Statute required it. If it was a call for the purchase of shares is a company then more information might be required in the notice.
A
the
new com
pany. It was contemplated that the sale should be effected by payment in shares, the scheme contemplating that the shareholders in the old company should be shareholders in the new company. At the meeting held the Chairman said that at least 25,000 shares must be reserved for the shareholders of the old company. The object here was dis tinctly a re-construction, and not a sale. Counsel then quoted authorities to show that where a company's undertaking is transferred, for a monetary consideration, in an outsider, Mr. Slade: It would cease to be
to be worked or done with as the outsider company under British law, and there would
chooses, that is an out and out bale.. A re-con- struction was where they were improving and be a transfer from the owners to Britain.
His Honour: The Statute does require it..
Increasing the prospects of the company by The mere acquiring of the shares would not
acquiring new capital, or by amalgamating two The Court here adjourned for tiffin.
companies in the same line of business, the give a title to the entire property. A company agrees to purchase the property of another
After the tiffin adjournment, Mr. Slade original manager and directors coming in to and a price is agreed upon, to be paid not to continued his arguments, as to whether carry on the old and new business as one on improved lines. This was not a matter to be the liquidator but to the shareholders and they the transaction came within Section 161. jefe to the liquidator as it would have can come forward and ask for their money and of the Ordinance. With reference to the been in the case of an out and nut sale. Had there been such a sale in contempla. when that money is paid the new company point the essential difference between becomes the agent of the old shareholders.
tion, it was for them to go into the open potite convening a neeling and a pro- market, advertise, find out who would pay the His Honour: But in the case of the China spectus was that the notice need only state highest price and then conclude the sale; but Traders Company, Ld., it was not a sale of one the object of the meeting sufficiently fully for here nothing of the sort was done, and a fixed company to another?
the shareholders to know what they were to price of $200 per share was fixed. The liquida- Mr. Slade again argued the meaning of the hear and the enlarged details would be heard tors never attempted to sell; they made no Before Mr. F. A, Hazeland, artkie Magistracy, terms "sale" and "re-construction,”-
offer of the undertaking in the open market. at that meeting; but in a prospectus it was
He would submit that the effect that the this morning, Chan Kam, a houseboy, was
His Honour said that the dificulty was that
necessary to set out all the details fully. That arguments of his learned friends for the de- charged with stealing a diamond from Mr. Lin starting on a re-construction the shareholders was the difference. Assuming that the transac fendants would be to remove the protection of M. Alvares, at No. 5, Wyndham Street, on
has a right of say, and the dissentient ones tion was governed by the section, he would the minority and give a majority the power to the 10th instant, The gem was valued at had to be considered. But if it was an out and submit that the plaintiff could not succeed un-
settle the price as they liked. Counsel then out sale then the shareholders had right to less he made out a good case for himself read extracts from the speech delivered by the Chairman at the second meeting, and publish- disputa it
Lany more than a plaintiff could succeed in a
ed at the time in the local Press. Mr. Stade, continuing, quoled several case brought by reason of an insufficiently full The Court was here adjourned until to- A pawnbroker's representative said that the authorities and then said that there was prospectus, unless he could prove damage to diamond produced was brought to his shop tona fixed technical meaning to the word himself. If His Lordship held that the plain- be pawned by the defendant at 6 p.m., on the re-construction," and if a company called tiff was entitled to succeed, by reason of his toth instant. The defendant wanted Sro for its scheme a re-construction or an amel dissenting, he was entitled to no more than the the gem. Witness estimated the diamond to gamation, the company, by using such a plaintiff in Fox's case, the facis of which cor be worth $8oo. The pawnbroker gave him Sto loose technical term, did not put itself out of responded with this case.
the palo of the requirements of the law. Re-plaintiff said that the company's action was ir The complainant said that he recognised the ferring to the New Zealand Gold Extracting regular in selling against his consent, and he diamond. Ile missed it on Saturday at Lam Company's case, Counsel said it was the case obtained an injunction, and leave to have his mert's auction room as it was set on a ring of a limited company, which sold its interests shares valued, and if he bad let it remain there which he was wearing at the time. The com to another company, and au ́acting turned on he would have been entitled to his costs, but plainant thought the diamond got unscrewed that. The liquidator brought an action to re- he made certain allegations, and so prolonged from the ring and was lost.
cover an unpaid call, and in that case Mr. Jue proceedings that costs were not awarded. tice Kennedy said that it was doubtful if the
Continuing, after quoting the facts of the scheme was an amalgamation. A sale is not
$1,000.
The defendant emphatically denied the charge.
for the diamond.
The defendant said he picked the gem up in the street.
In that case the
His Worship said he believed his story, less a sale because it is called an amalgama-case, Mr. Slade said his Lardship would see but it was his business as soon as he found it tion, and the call was a proper ope under the how exactly on all fours that case was with the
morrow,
SHIPPING AND MAILS.
MAILS DUE. Canadian (Empress of China) 14th inst.' German (Print Regent Luitpold) 14th inst. American (China) 17th inst. Indian (Gregory Apear) 17th inst. French Armand lektc) 20th iast. Indian (Latsang) 22nd inst.
The s.s, Nanskan left Saigon on 11th Just, for this part, and is due here on 15th inst.,
The Apcar Co.'s,ss. Gregory Aptar from Calcutta left Singapore yesterday forenoon, and may be expected here on 12th inst.
The M. M. Co.'s 2.x. Armand Behic, with the next French Mail, will leave Singapore on 13th The C. F. R. Co.'s Ls. Empress of Japan
are the punishment of the murderers, as in to take it to the nearest police station. Taking articles of association and was made for the present one, in which it was found that the inst, at 6 pan, for this port via Saigon. demnity, and the privilege of stationing British it tos pawoshop made it larceny, and defendant purposes of carrying out the intention of the plaintiff was entitled to arbitration and so arrived at Nagasaki at Ba.m., og ezth inst., and gunboats on foyang Lake for the protection of would have to go to gaol for two months, with compaby's business. It might be both an
kard labour.
amalgamation and a selo, (36-18 missionary properties in the interior,
mare. In this case the fact of the vast majority leaves again at 5 pm, same day, for Kobo of the shareholders boing present at that most - where she is due to arrive at 9 pm, on 13th inst