Powers of Attorney.
Sub-delega. tion.
The com- mon seal.
Custody of
common seal.
Execution
of documents under com- mon seal,
Change of seal.
Official Seal for use in
London
etc.
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(c) The Board may, at any time, and from time to time, by power of attorney under seal, appoint any person to be the Attorney of the Bank, for such purposes and with such powers, authori- ties, and discretions (other than power to make calls), and for such period and subject to such conditions as the Board may from time to time think fit, and any such appointment may (if the Board think fit) be made in favour of any Director, or any one or more of the shareholders, or any member of any such Committee so constituted or established as aforesaid, or in favour of any company, or of the members, directors, nomi- nees, or managers of any company or firm, or otherwise in favour of any fluctuating body of persons, whether nominated directly or indirectly by the Board, and any such power of attorney may contain such powers for the protection or con- venience of persons dealing with such Attorney as the Board may think fit.
(Any such Attorney as aforesaid may be authorised by the Board to sub-delegate all or any of the powers, authorities, and discretions for the time being vested in him.
The Common Seal.
122. The Directors and any authorized officers of the Bank shall after the commencement of the Ordinance subject to the provisions of regulation 123 (3) continue to use the same common seal as before the commencement of the Ordinance.
123. (1) The common seal shall be under the charge of the Board which may from time to time give such directions as it may think fit for the custody and use thereof.
(2) All deeds or instruments requiring the common seal of the Bank shall be signed by one Director and countersigned by the Chief Manager.
(3) The common seal may, from time to time, be altered, broken or destroyed, and a new seal substituted by the Board as it may think fit.
The Official Seal.
124. (1) The Bank shall have for use in London and if the Board may consider expedient, at any other of its establishments, an official seal, which shall be a facsimile of the common seal, with the addition on its face of the word "London" or the name of the territory, district, or place, as the case may be, where it is to be used.
(2) The Bank may by writing under its common seal authorise the Manager, Agent, or any other person in London and in Shanghai respective- ly, and in any other place where such establishment as aforesaid is situate, to affix the seal authorised to be used at such establishment to any deed or other document to which the Pank is party.
(3) The authority of any such Manager, Agent, or other person shall, as between the Bank and any person dealing with such Manager, Agent or other person, continue during the period, if any, mentioned in the instru- ment conferring the authority or if no period is there mentioned then until notice of the revocation or determination of the authority of the Manager, Agent, or other person has been given to the person dealing with him.
(4) The person affixing any such official seal shall, by writing under his hand on the deed or other document to which such seal is affixed, certify the date and place of affixing the same.
(5) A deed or other instrument to which an official seal is duly affixed shall bind the Bank and have the same effect as if it had been sealed with the common seal.
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Capitalisation of undivided profits.
125. (a) The shareholders in general meeting may at any time pass a resolution to the effect that it is desirable to capitalise any sum or sums of money being part of the undivided profits of the Bank standing to the credit of the Bank's reserve fund or funds, and accordingly that such sum or sums be distributed as a bonus among the shareholders in proportion to the shares held by them respectively, and that the Board be authorised to distribute among the shareliolders any unissued shares or new shares in like proportions.
(b) When any such resolution has been passed, the Court may allot and issue to shareholders, as nearly as may be in proportion to the shares held by them respectively, and in satisfaction of the said bonus, the unissued shares or new shares credited as paid up shares to the extent of the proportionate amount payable to such shareholders in pursuance of the said resolution. with full power to make such provisions by the issue of fractional certificates or otherwise as they may think expedient for the case of fractions, and prior to such allotment the Board may authorise any person on behalf of the share- holders to enter into any agreement with the Bank providing for the allot- ment to them of such shares credited as paid up shares as aforesaid, and in satisfaction as aforesaid, and any agreement made under such authority shall be effective.
Dividends.
Capitalisa- tion of profits.
126. Subject to the provisions of these Regulations and to the rights Disposition
of profits. of holders of shares issued upon special conditions, and to any arrangement that may be made by the shareholders to the contrary, and subject as to shares not fully paid to any special arrangement made as regards money paid in advance of calls, the profits of the Bank for the time being available for dividend, which it shall from time to time be determined to divide in respect of any year, shall be divided among the shareholders in proportion to the capital paid or credited on the shares held by them respectively.
of divid-
127. The Board may, with the sanction of the shareholders in general Declaration meeting, declare a dividend to be paid to the shareholders according to ends. their rights and interest in the profits and may fix the time for payment, and may with the like sanction declare and pay a dividend out of any reserve fund and fix the time for payment thereof, and may with the like sanction Bonus to declare bonuses to the Bank's employees or any of them; provided always employees. that if shares shall have been issued during the course of a financial year the holder thereof shall, subject to any arrangement made by the Board to the contrary, only be entitled to have paid to him in respect of dividends on such shares a proportionate part of the dividends for such financial year cal culated on the proportionate part of the year from the dates on which the calls on such shares were payable, treating such dividends as earned rate- ably over the whole year or other financial period to which the dividend Interim relates. The Board may from time to time pay to the shareholders such interim dividend as in their judgment the position of the Bank justifies.
Propor- tionate dividend.
dividend.
in advance.
128. Where capital is paid up in advance of calls upon the footing Capital paid that the same shall carry interest, such capital shall not, whilst carrying interest, confer a right to participate in the profits.
129. No dividend shall be payable except out of the profits of the Bank, and the declaration of the Board as to the amount available for dividend shall be conclusive. Provision for any loss realised or estimated or apprehended may, if any when thought fit, be spread over such period of time and by such instalments as the Board may think fit.
130. No larger dividend shall be declared than is recommended by the Board, but the shareholders in General Meeting may declare a smaller dividend or bonus.
131. No dividend shall bear interest against the Bank.
Dividends to be paid out of pro- fits. Special powers of Board.
Restriction of dividends,
On amount
Dividend not to carry interest.
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