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APPENDIX JIL
RESTRICTION ON HOLDING OF SHARES.
Notwithstanding any of the provisions of these Articles of Association no shareholder shall without the sanction of the Directors be entitled at any time to be registered as the holder of more than one-tenth of the capital of the Company issued for the time being: Provided nevertheless that the registration of a transfer of shares whereby the holding of any shareholder is in- creased beyond the said amount shall be conclusive evidence that the sanction of the Directors to such increased holding has been given, but shall not be evidence that the Directors have sanction- ed any further increase by such shareholder in his bolding.
Forfeiture AND LIEN.
If any member fail to pay any call or instalment on or before the day appointed for the payment of the same, the Directors may, at any time thereafter during such time as the call or instalment remains unpaid, serve a notice on such member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.
The notice shall name a day (not being less than twenty-one days from the date of such notice), and a place or places, on and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which such call or instalment is payable will be liable to forfeiture.
If the requisitions of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may, at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares, and not actually paid before the forfeiture.
Any share so forfeited shall be deemed to be the property of the Company and the directors may sell, re-allot, and otherwise dispose of the same in such manner as they think fit.
The Company shall have a first and paramount lien upon all the shares registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof, for
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his debts, liabilities and engagements, solely or jointly with any other person, to or with the Company, whether the period for the payment, fulfilment or discharge thereof shall have actually arrived or not, and the creation of any equitable interest in any share shall be subject to the condition that the Company shall not be bound to recognize such interest except if so ordered by a competent court or if so required by any law in force in the Colony. And such lien shail extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company's lien (if any) on such shares.
For the purpose of enforcing such lien, the directors may sell the shares subject thereto in such manner as they think fit; but no sale shall be made until notice in writing of the intention to sell shall have been served on such member, or on his executors or administrators, and default shall have been made by him or them in the payment, fulfilment or discharge of such debts, liabilities or engagements for seven days after the service of such notice.
TRANSFER AND TRANSMISSION OF SHARES.
(Directors may refuse to register a transfer.)
(4) The directors may decline to register any transfer of shares upon which the Company has a lien; and in the case of shares not being fully paid shares may refuse to register a trans- fer to a transferee of whom they do not approve.
(b) In any case in which the directors shall refuse to register any transfer of shares they shall within two months of the date upon which such transfer was lodged send to the transferce notice of the refusal.
Passed the Legislative Council of Hong Kong, this 3th day of December, 1951.
Sampson.
Deputy Clerk of Councils,