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Capital and Increase of Capital.
ORDINANCE No. 5 of 1866.
Hongkong and Shanghae Bank.
of "The Hongkong and Shanghae Banking Corporation," and by that name shall and may sue and be sued, in all Courts, whether of law or of equity, and shall have perpetual succession with a Common Seal, which may be by them varied and changed at their pleasure.
IV. The Company is and shall be established for the purpose of carrying on under the management of a Court of Directors, the business of Banking for the term of Twenty-one Years, commencing from the day of the date of this Ordinance, in the Colony: Provided always that nothing herein contained shall restrict the said Company, with the consent of the Commissioners for the time being for executing the Office of Lord High Treasurer in England, from establishing any Banks or Branch Banks at London or at any Port, Town, City or Place in India, Penang and Singapore, or in the Dominions of the Emperor of China, or of the Tycoon of Japan, in or at which any British Consulate or Vice-Consulate is or may be hereafter established, and also without such consent as aforesaid from establishing at London or at any such Port, Town, City or place as aforesaid, Agencies for Exchange, Deposit and Remittance.
V. The Capital of the Company shall consist of Five Millions of Dollars divided into Forty thousand Shares of One Hundred and Twenty-five Dollars each, and such further Capital not exceeding Two Millions Five Hundred thousand Dollars, as the Directors for the time being shall deem necessary for the purposes of the said undertaking: "And for the creation of which they shall have previously obtained the consent of the Governor, such consent being signified in writing under the hand of the Governor; but such further Capital shall be divided into Shares of One Hundred and Twenty-five Dollars each, and be paid up in full as hereinafter mentioned. And until such further Capital be raised as aforesaid, the aforesaid Sum of Five Millions of Dollars, shall be taken to be the fixed Capital of the Company. And whenever and so often as any further Capital shall have been raised then a Notification or Proclamation to that effect under the hand of the Governor shall be published in the Hongkong Government Gazette, and the said Sum of Five Millions of Dollars together with such further Capital, shall thenceforth be taken to be the fixed Capital of the Company, but with power, nevertheless, to further increase such Capital as hereinafter mentioned.
VI. It shall not be lawful for the Company to commence or carry on the said business of Banking, until it shall be made to appear to the satisfaction of the Governor that the whole of the aforesaid Capital of Five Millions of Dollars has been subscribed for by Deed, under hand and Seal; and that one-half (at the least) of such Sum of Five Millions of Dollars has been actually paid up, such satisfaction to be evinced by a Notification or Proclamation under the hand of the Governor, to be published in the said Hongkong Government Gazette.
VII. Unless it shall be made to appear to the satisfaction of the Governor (to be evidenced as aforesaid), that the whole of the said Capital of Five Millions of Dollars has been subscribed, under hand and seal, before the expiration of a period of Two Years, to be computed from the date of this Ordinance, and that the whole of the said Capital of Five Millions of Dollars shall be actually paid up within the period of Three Years to be reckoned from the date of the Notification or Proclamation to be published as aforesaid of the payment of one half of the said Capital of Five Millions of Dollars (but so that such payment in full be not in any case delayed beyond the period of Four Years to be reckoned from the date of this Ordinance), it shall be lawful for the Governor with the Advice of the Legislative Council of the Colony, at any time thereafter, by an Ordinance to be passed for that purpose to repeal this Ordinance and declare that the Incorporation hereby granted to the Company shall cease and determine and become absolutely void.
VIII. Until, as hereinbefore provided for, the Governor shall so publish in the Hongkong Government Gazette a Notification or Proclamation under his hand, that one half of such further Capital has been paid up, the Company shall not be entitled, by advertisement or otherwise, to hold out to the Public that the amount of its Capital has been increased.
IX. The remainder of the instalments on the Shares constituting such further Capital shall be wholly paid up within Two Years, to be reckoned from the date of such Notification or Proclamation (so to be published as aforesaid) of the payment of one half of such further Capital, and that the same shall be made to appear to the satisfaction of the Governor to be evidenced as aforesaid.
X. Within Twelve Calendar months from the date of this Ordinance the persons who shall have subscribed for at least one half of the said Capital of Five Millions of Dollars, shall, to the satisfaction of the Governor, to be evidenced as aforesaid, enter into and execute a Deed of Settlement (and so as each such person so executing shall hold at least Five Shares in the said Capital), which Deed of Settlement shall be filed with the Registrar of Companies within Twelve Calendar Months from the date thereof, whereby provision shall be made for carrying on the business of the Company by a Court of Directors to be elected by the Shareholders of the Company, as by the said Deed shall be provided, and, until such election, by a Court of Directors to be named in the said Deed, and whereby provision shall also be made for the payment, by the Shareholders, of all Monies to become due in respect of the instalments on the Shares taken by them, and also of such further or other Sums as are hereinafter provided, and in which said Deed of Settlement shall be contained (in addition to all such further provisions as shall be by the Governor considered necessary and usual in like cases for the management of the Affairs of the Company) provisions for effectuating the following objects, that is to say:
First. For holding General Meetings of the Company once at least in every Year at an appointed time and place.