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Dissolution on adverse
joint report of board
and auditors.
Board to have con- duct of dissolution.
Power to board to make calls, execute
necessary documents, and distribute surplus assets.
32
164. If and when it shall appear upon or be certified by any joint report of the Board and the auditors that the business of the Bank cannot be further prosecuted or that the affairs thereof cannot be arranged with a prospect of benefit to the Bank and such report shall be adopted by a resolution at any general meeting, then the Bank shall be dissolved at such period not less than two months after the time of passing the resolution as is fixed by the resolu- tion, or if such period be not so fixed, then at such period not less than two months after the day of holding the meeting as the Board shall fix, unless the resolution of the meeting or of the Board be revoked by an extraordinary general meeting held before the time fixed for dissolution.
165. The Board shall have full power to carry out the dissolution of the Bank, however it may happen, into effect by all necessary ways and means, and all powers and authorities vested in or exercisable by, or which but for the dissolution would be vested in or exercisable by the Board under these regula- tions or otherwise, shall, notwithstanding and after the dissolution, remain and be vested in or exerciseable by the Board and in full force for the purpose of working out the dissolution and winding up the affairs of the Bank.
166. For the purpose of the dissolution the Board, from time to time in its discretion, may call up from the shareholders and enforce payment of all moneys which they respectively are liable to pay either under the Ordinance or these regulations towards the discharge of the Bank'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 Bank and distributing amongst the shareholders the surplus assets (if any) of the Bank, and finally winding up and closing the affairs of the Bank, and putting an end thereto as the Board thinks fit.
Jurisdiction.
Orders etc. of Supreme Court of
Hongkong to bind
shareholders.
Authentica-
tion of
document or proceeding.
167. All orders or judgments made or given by the Supreme Court in respect of the Bank or its affairs or its shareholders shall be binding on all the shareholders wherever residing, and may be enforced against any shareholders residing outside the Colony through the medium of the Court of Justice exercising jurisdication in the place where such shareholder resides, and no shareholder shall be entitled to dispute or question the validity or effect of any such order or judgment if application is made to any Court outside the Colony to enforce the same.
Authentication of document or proceeding.
168. Any document or proceeding requiring authentication by the Bank may be signed by any authorised officer of the Bank and need not be under its
common seal.
Copy of
Ordinance
and Regula. tions.
Copy of Ordinance and Regulations.
169. The Bank shall send to every shareholder, at his request, and on payment of five dollars or such less sum as the Board may direct, one copy of the Ordinance and of these Regulations.
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