1949-HKRS28-8-16_Part01 — Page 37

the conversion and alteration is proposed to be made and that at such meeting it is intended to propose that the Directors be authorised by ordinary resolution to effect such conversion and alteration accordingly.

(6) Notwithstanding that at any meeting of any class of shareholder an ordinary resolution authorising the Directors of the Company to make the conversion and alteration specified in the notice convening such meeting shall have been duly passed, the bolders of not less than fifteen per cent of the issued shares of any class being persons who did not consent to or vote in favour of the resolution for the conversion and alteration may apply to the Court to have the resolution disallowed or amended and where any such application is made the resolution shall not have effect unless and until it is confirmed or amended by the Court.

(e) An application under this section shall be made within three months after the date on which the ordinary resolution was passed and may be made on behalf of the shareholders entifled to make the application by such one or more of their number as they may appoint in writing for such purpose.

(d) On any such application the Court, after hearing the applicant and any other persons who apply to the Court to be beard and appear to the Court to be interested in the application, may disallow or confirm or amend the resolution for the conversion und alteration as it may deer just.

(e) The decision of the Court on any such application shall be final,

() If at the separate meetings of the shareholders ordinary resolutions shall be passed authorising the Directors to effect the proposed conversion and alteration and no application to the Court to disallow any such resolution has been duly made the Directors shall file with the Registrar, within one mouth of the expiration of the period specified in paragraph (c) of this section, a certificate under the seal of the Company countersigned by the Anditors of the Company certifying that separate meetings of each class of shareholder have been hold at which resolutions authorising such conversion and alteration were duly passed and that no such application has been made and that in the opinion of the Directors of the Company and of such Auditors the net assets of the Company had at a date stated in the resolution, which shall for all purposes be regarded as the date of conversion a value equivalent at the least to the amount of such converted capital as has been paid up: Provided that the date stated in the resolution shall be a date not earlier than the date of the resolution by more than twelve months.

(g) If an application to the Court has been duly made the Company shall file with the Registrar within one month of the making thereof a sealed copy of the order made by the Court upon such application.

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4. Upon the filing of any such certificate as is referred to Issue of in paragraph (/) of section 3 of this Ordinance, or upon the filing fresh of a sealed copy of an order made by the Court as is referred to certificate in paragraph (g) of section 3 of this Ordinance which confirms poration. or ameuds any resolution for the conversion and alteration then in either case the Registrar shall isene a fresh certificate of incorporation of the Company showing the expital of the Company us affected by such conversion and alteration. Such fresh certificate shall take the place of the original certificate of incorporation of the Company and shall be the certificate of incorporation of the Company.

5. Nothing in this Ordinance shall affect or be deemed to Saving of affect the rights of His Majesty the King, His Heirs and tights of the Successors, or the rights of any body politie or corporate or of any Crows and other person except such as are mentioned in this Ordinance and of certain those claiming by, from and under them.

Passed the Legislative Council of Hong Kong, this 18th day of March, 1949.

J.L. Hewand.

Deputy Clerk of Councila.

other rights.