Saving of
pending pre- ceedings for winding up. * Edw. 7 c. 69 s. 297.
Saving of deeds.
Zb. s 288.
Former re- gistration
offices, regis- ters, officiat receivers, &C. continued. Ib. x. 289.
tc. 7), s. 200.
84
or as altered in pursimuce of section one hundred and nineteen of that Ordinance) so far as the sume applies to my company existing at the commencement of this Ordinance ; nor
(e) The rights which have been acquired by any foreign corporation unter the Foreign Corpora- rious Land Ordinance, 1905.
263. The provisions of this Ordinance with respect to winding up shall not apply to any company of which the winding up has commenced before the conimencement of this Ordinance, but every such company shall be wound up in the same manner and with the same incidents as if this Ordinance had not passed, and, for the purposes of the winding up, the Ordinaues or Ordinances under which the winding up commenced shall be deemed to remain in full force.
264. Every conveyance, mortgage, or other deed, unde before the commencement of this Ordinance in pursuauco of any enactment hereby repealed, shall be of the same force as if this Ordinance had not passed, and for the purposes of that deed the repealed enactment shall be devined to remain in fall force.
265.-(1) The office existing at the commencement of this Ordinance for registration of companies shall be con- tinued as if it had been established under this Ordinance.
(2) Registers of companies kept in such existing office shall respectively be deemed part of the registers of com panies to be kept unter this Ordinance.
(3) The existing registrar of companies shall during the pleasure of the Governor hold the office hitherto beld by him but subject to any regulations of the Governor with regard to the execution of his duties.
Saving for
266. Uutil revoked and except as varied under the existing rules powers of this Ordinance, the general rates and orders, and of procedure scales of fecs, under the Companies Ordinances, in force at the commencement of this Ordinance with respect to the procedure for reduction of capital, and to winding up companies, and the practice and procedure for winding up companies in force at the commencement of this Ordinance, shall so far as they are not inconsistent with this Ordinance, eoutiune in force.
Substitution
of this Or-
267. Where any enactment repealed by this Ordinance of provisions is mentioned or referred to in muy document, that document shall be read as if the corresponding provision (if any) of this Ordinance were therein mentioned or referred to and repeated Or substituted for the reponlesi enactment.
dinance for
provisions of
dinances.
b. s. 291.
Saving for
263. Nothing in this Ordinance shall affect the pro- Life and Fire Visions of the Life Insurance Companies Ordinances, Insurance 1907 and 1909, the Fire Insurance Companies Ordinance, 1908, or the Fire Insurance Amendment Ordinance, 1908, except that references in those Ordinances to any provision of the Companies Ordinance, 1865, shall be read as re- Forcices to the corresponding provision of this Ordinage.
Companies Oulihances.
Commence- ment of Or
dinance.
Ib, s. 294,
269. This Ordinance shall come into operation ou the 1st day of Janary, 1912.
Passed the Legislative Council of Hongkong, this 7th day of December, 1911.
R. H. CROFTON,
Clerk of Craneila,
Assented to by His Excellency the Governor, the 5th day of December, 1911.
C. CLEMENTI,
Colonial Secretary.
87
SCHEDULES.
FIRST SCHEDULE.
TABLE A.
REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY DHARES.
Preliminary.
1. In these regulations, unless the context otherwise requires, expressions defined in the Compatics Ordinance, 1911, or any statutory modification thereof in force at the date at which these regulations become binding on the company, shall have the meanings so defiued; and words importing the singular shail include the pintal, and vice rers, and words importing the masculine gunder shall include females, and words importing persons stall include boilies corporate.
Business,
2. The directors shall have regard to the rostrictions on the commencement of nusiness unposed by section of the Companius Ordinanco, 1911, il, and so far as, those restric- tious are binding upon the company,
Shares.
3. Subject to the provisions, if any, in that behalf of the memorandum of association of the company, mud without prejudice to any special rights previously conferred on the holders of existing shares in the company, any share in the company may be issued with such preferred, deferred, or other special rights, or such restrictions whether in regard to divideud, voting, return of share capital, or otherwise, as the company may from time to time by special resolution determine.
4. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) way be varied with the consent in writing of the holders of three-fourths of the lesnet shures of that class or with the sanction of an extraordinary resolution passed at a separate general meeting of the bolders of the shares of the class. To every such separate general meeting the provisious of these regulations relating to general inectings simll mutatis mutandis apply, but so that the necessary quorum shall be two persons at loust holding or respresenting by proxy one-third of the issued
shures of the class.
5. No share shall be offered to the public for subscrip- tion except upon the terms that the amount payable on application shall be at least five per cent, of the uominal amount of the shure; and the directors shall, as regards any allotment of shares, duly comply with such of the provisions of sections 87 and 50 of the Companies Or- dimore, 1911, as may be applicable thereto.
6. Every person whose name is entered as a member in the register of members shall, without payment, be entitled to a cortificate under the common seal of the company specifying the share or shuros bold by him and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persous the company shall not be bound to isste more than one cenificate, and delivery of a certifiento for a sinure to one of several joint holders shall be sufficient delivery to all.
7. If a share certificate is defaced, lost, or destroyed, it may be renewed on payment of such fee, if any, not execoding fifty cents, and on such terms,if nay, aa to evidence and indemnity as the directors think fit.
8. No part of the funds of the company shall be employed in the purchase of, or in loans upon the security of, the company's shares.
Sections 11,
12, 68, 241,
261.
453