1960-HKRS28-8-27_Part01 — Page 13

5

(Cap. 17).

Control of the Company. (Cap. 32)

Royalty.

(Cap. 112).

(2) The Governor in Council, in granting such consent, may impose such conditions as he shall consider necessary in addition to and not in substitution for any provisions of this Ordinance.

(3) On any assignment of the rights and obligations of the Com- pany under this Ordinance, no stamp duty shall be payable in accord- ance with the provisions of the Stamp Ordinance on the value of such rights and obligations as distinct from the value of any other assets of the Company passing on such assignment,

7. (0) The Company shall remain registered under the Com- panies Ordinance.

(2) No person other than a bona fide resident of Hong Kong shall be or remain a director of the Company.

() The majority of the directors of the Company shall, at all times, be British subjects.

(4) The management and administrative staff of the Company, or an effective majority thereof to the satisfaction of the Governor in Council, shall be British subjects.

8. (1) The Company shall pay to the Government a royalty of forty six per cent of the net profit of the Company for each year, ascertained in accordance with Part IV of the Inland Revenue Ordinance:

Provided that-

() in making the deductions set forth in section 16 of that Ordinance due regard shall be had to the current level of prices and costs, so that any such deduction shall be limited to such sum as the Financial Secretary may decide is reason- able and so that allowance of any sum by way of depreciation of a capital asset shall be limited to an amount which represents the allowance approved under Part VI of that Ordinance on what the Financial Secretary may decide is a reasonable price for such asset at the time of acquisition; and

(b) in ascertaining the net profit as aforesaid, no deduction shall be made in respect of any sum which may be payable as royalty by the Company to the Government.

(2) The Financial Secretary and any person authorized by him in writing shall for the purpose of ascertaining the net profit be an authorized representative of the Company for the purposes of section 4

of the Inland Revenue Ordinance to the intent that the Commissioner of Inland Revenue and any assessor and any person appointed to carry out duties under that Ordinance shall on demand of the Financial Secretary or such authorized person disclose all such matters relating to the affairs of the Company as the Financial Secretary or such authorized person may require and such disclosure shall not be deemed to be a breach of the duties imposed upon the person making it by the said section.

9. (1) On or within three days after the first day of April 1960 Payment of

royalty. and on or within three days after the first day of every subsequent month during the continuance of the grant the Company shall pay to the Government on account of the royalty accruing during each current accounting year of the Company a sum equal to one-twelfth of forty six per cent of the estimated net profit for the current year or such sum as the Financial Secretary may determine, the sum payable on the Ist day of April 1960 being determined proportionately to cover the period from the 15th day of February 1960 until the 31st day of March 1960.

(2) As soon as the net profit for such current year has been ascertained a final adjustment shall be made and the Government shall refund any sum paid on account in excess of the royalty due for that year or if total of the amounts paid on account by the Company is less than the royalty due, the Company shall pay the balance thereof to the Government,

(3) In respect of any broken period, the amount payable to the Government shall be computed from the accounts of the Company for such period and adjustment shall be made accordingly.

10. For the purpose of ascertaining the net profit of the Company Powers of during any period in respect of which royalty is payable in accordance Financial Secretary with the provisions of section 8 or of ascertaining whether any deduction în relation which the Company has made or may be seeking to make from profits to reyalty. is reasonable, the Financial Secretary may, by direction under his hand, call upon the Company and any employee of the Company to produce to him, at such time and place as may be specified in such direction,

such books and statements of account as may be required.

11. (1) The Company shall not, without the prior permission in Subsidiary writing of the Financial Secretary, form or acquire any subsidiary companies. company or any company in which the Company has a majority of the shares or control of the voting power.

(2) The Company shall not, without the prior permission in writing of the Financial Secretary, enter into any contract whatsoever with any company such as is described in subsection (1).