50
THE CHINA 'MAIL, MONDAY, - MAY · 4, 1953.
ENGLAND'S TEAM FOR THE SOUTH AMERICAN TOUR
-PEN PICTURES
1
London, May 3.
* Page 7
A copy of this Prospectus has been duly delivered to the Registrar of Companies for registration. The subscription list will open at 10 a.m, on 0th May, 1933, and close on the same day. Application has been made to the Committee of the Hongkong Stock Exchange Ltd. for permission to deal, in the Ordinary shores of the company.
THE TEXTILE CORPORATION®TM OF HONGKONG LIMITED.
Authorised:
(Incorporated under the Companies Ordinarice, Chapter 32). COTTON SPINNERS & WEAVERS,
$25,000,000 in 5,000,000 ordinary shares of $5 each
Share Capital
Issued or to be used,
$4,000,000
The Company has given an undertaking to its Bankers, The Hongkong & Shanghai Banking Corporation that it will, if and when required to do so, mortgage to them its properly, buildings and machinery for the sum of $2,000,000 to secure an advance of a like amount bearing Interest at the rate of 5% por
The following are pen pictures of the English soccer players annum. (Contract No. 6 below). scheduled to make-a five-match tour of South America this month.
Gilbert Merrick (goalkeeper); -Made his debut in the interna- tional against Ireland in 1931 and has since played in nine internationala. Merrick, one of the few profesionals in England
Committee To Clean Up
The
Boxing
Paris, May 2.
torny
with a moustache, is a teacher contra. A terrific shot with of physical training and plays |efher fool, Nat is the second for Diningham, a Second Divi-highest goal-scorer in the First sion team. This 6 ft, tall goallo Division of the English League, is not a spectacular player but is Redfern Froggatt (forward): a wonderful judge of shots at all A fast-moving insido left on angles and has great anticipa-pearing regularly with Shefeld tion.
Wednesday. He has played
This
Ted Ditchburn (goalkeepery: twice for England and is fast
0 ft. 1 in, tall
developing into a star., He is n _player | deve is a direct contrast to Merrick. Food player and an excellent Hits, spectacular. Alves
shot with both feet. and
Ilis
д
at-
ruching from goal to intercept the
tacking style is expected to give
forward Inc additional "punch" lacking In previous Diany Internationals.
usually give his club faris, Totterbai Hotspurs, anxiaus moments. Lic las inude several appearances for the Exchand team and when showing peak form is equally capable of matching the ability of Murrlek.
All Ramsey fullback): Plays
for the rune club us Ditchburn. Han made five international
European Boxing appearances and is now the re- Union decided
ingular England choice at right- create n four-man interna-back, Ramsay is I coul and A very tional boxing committee hard-tackling player.
shrewd tactician, he is known to whose main function will be his colleagues as "The General," to "clean up" the sport and often turning defcot Into standardine rules and titles victory
his well-placed
throughout the world.
E.B.U.
with
passed to his forwards,
Jack Froggatt (forward): Plays regularly for Portsmouth, Made his debut as outside-left for England in 1950 but su
sequently moved into the centre- half berth. He is now back to his original position where he s Is one of the most dangerous cousin of Itedfern, is no believer players in
in meer. Froggätt, a In fancy play but cuts in from the wing to fire in terrifle shots with all the power of his burly body behind them.
ជព
Tommy Taylor
(forward): This 21-year-old centre- Lionel Smith (fullback); This forward of Manchester United The four named for the Co-Arsenal player has three Eng-has had a meteorle rise in the mittee were: Robert Christen-land cups, and would have hud post three years since complet- berry, New York State Boxing more had not injury kept himing his National Service train- Commission chalman; Georges out of soccer for a year. Is an Ing in the Army. A natural Barton, representing America's ideal partner for Rainey, whom player and a skilful shot with National Boring Association; he ably covers with his dashing, both feet, Taylor is making his Onslow Fane, for the British strong-tackling style of play. Arst appearance ever in Boxing Board And France's
by Smith, when beaten
an international team. Recently Edouard Habret, representing the advancing forward, usually he Was Iransferred from
makes
of £30,000 The
quick recovery, a factor Barnsley at a fee decision, made by 30 making him hard to beat.
DAR his appearance in higher delegates from 12 nations allen-
Tom Garrett (fullback): His class soccer has proved that ding the sixth Congress of the brilliant forms with de Cup win- he will be one of the brightest E.B.U.. will have to submit for ners, Blackpool, has earned her soccer stars produced for committee approval all plans for another chance in the England
several years. world to bouls,
touring party. Garrett is not an
John Berry
(forward): A adventurous type of full-back, classy and stylish player whose but quickly analyses an attack achievement with his teammate and coves into the position from Taylor has virtually played him which most danger threatens. Into the England team. A right
lily Wright
back): winger. for his club, Berry can The top star of the party, who play on the opposite wing and
represented fewer than 40 times, a record ward. Berry is
England
no in an emergency ut inside for- clever dribbler, in English soccer,
has able to weave his way through played in virtually every position the defence to provide but is ni his best at half-scoring chances for his col- back. Although only 5 ft. 7 ins. leagues. tall, Wright is a very tenacious Roy Bentley (forward): Afler player who refuses to be an absence of oVIT two years,
The -National federations would have to submit their can- didates for any world title and the committee would then be responsible for the final choice, Congress sources explained.
the
אגון!
(half
he
д
gool-
The matchmakers' traditional world title boy clause, ensuring a return match to the loser, be come impossible when the new committee was given cole au- which bouts thority to decide will be for world titles.
MOMENTOUS ster Delegates called
step beaten. And despite his lack Bentley returned to the England "momentous" and said it would of Inches he is equally pro- team last year. Normally he the monopoly of big felent at hending a ball. This plays at centre-forward for his smasli matchmakers, who
until now
natural player's skill is usually club, Chelsea, but is very ver- were able to arrange matches as
instrumental in developing satile and can fill any position in they saw AL.
the attack. Bentley a player Christenberry, who came to any of the team's attacks.
Malcolm Barrass (haifbock): of the roving type, always ready Paris with the
full backing of
to run into a goal-scoring posi the two American organisations, take Bolton into the Cup Final. tion. His style of play has given His play at centre-half helped to reported to be jubilant Barrass has made a previous many defenders a headache but about the decision. His strung appearance In the England side, his opportunism has produced advocacy of the idea was called but has long bern overshadowed several goals both for England Jostrumental achieving the by the brilliance of Jast Froggatt and his club. United Press.. agreement after a two-hour dis- al rentre-half. Barras is
WES
cussion.
tirely a defensive or
"stopper" The agreement made the fol-half back and is able to play in lowing points:
any position in the middle line,
The title of world cham- Jim Dickinson (lait back): plon recognized by this commit- For the past few seasons has ice can be awarded only by the been the regular England seler- commitice.
2. The present holders of
the committee,
tion
Jeft-half. A stylish the ball do player who makes the work. Dickinson is a brainy
Recreio Keep
Lusitano Cup
world titles will be approved by player and tenacious tackler Club de Recreio won the who is not afraid to follow up Taca Lusitania (Lusitano Cup), 3-To date the following are his forwards after initiating on for the fifth successive year approved as world champions: attack for them. He will be one when they defeated the Kow Flyweight, Yoshlo Shiral of the fittest men in the team Icon Bowling Green Club by (Japan): Bantamweight, Jimmy as he also excels at tennis 30 shots in the annual Lawn Carruthers (Australia); Feather and cricket.
Bowls encounter between weight, Sandy Saddler (USA);
Harry Jolinston (half back): two clubs yesterday. -Lightweight, Jimmy Carter Captain of
the Cup winners, (US); Welterweight, Kid Gavilan Blackpool. whose consistent Doll players and their enthu- (Cuba); Middleweight, vacant;
a most Lightheavyweigh, Archie Moore play in the Cup series attracted stastic supporters had (US); Heavyweight, Rocky Hle is able to l
the attention of the selectors. enjoyable afternoon, which cul-
with the minated
customary any position Marciano (US)-United Press.
GAVILAN BEATEN
Syracuse, NY.. May 2.
Womber Danny (Bang)
Now York registered
of bustling tackler plus one of fultacking player.
11
Апо
A
the biggest boxing upscis of Ray Barlow (half back);
he member of the West Bromwich
the
year
when
the
In the half back The with dis-Three cheers and a tiger" from
both clubs. tinetion although he normally
After the last rink had been plays at left-huit. A keen and
played the prizes were pre- sented by
Mr J. E. Noronha, an behalf of the President of Club L. E. Miller, de Recreio, Mr W. President of the Kowloon Bowling Green Club, presented four silver Coronation spoons to members of the Recreio rink who beat their opponents by the largest margin...
tonight. won a unanimous decision from team, this will be his first op the world welterweight cham-pearance in an international This tall rangy player pion, Kid Gavilan of Cuba in side.
10-round non-illle bout. has been selected more for his The defeat was the first for versatility than outstanding play Gavilan since he lost a decision in one position. A thoughtful Scran player, Ray is equally at home
ม
to Eugene Holrston at
ton, Pennsylvania, on October unywhere in the middle line or nt inside forward. In case of 30. 1950.
to
little
injury to other players he will
make an excellent stand-in.
Tom Finney (forward):
THE RESULTS
The results were:
E
ISSUE AT PAR OF 799,993. ORDINARY. SHARES OF $5 EACH Applications have already been received from the Directors, their friends and the General Managers for 100,000 shares which will be allotted in full. VOTING RIGHTB.-Every member has one vote on a show of hands. Every member has upon a poll one vote for every share held by him.
GEORGE ERNEST MARDEN, M.C., Chairman. HON, CEDRIC BLAKER, M.C., E.D. DR. THE HON. SIK NIN CHIAU, C.B.E, FUNG PING FAN.
FREDERICK JOHN HORMAN-FISHER. RICHARD CHARLES LEE, 'O.BE. WILLIAM ALFRED STEWART. KWOK LAM PO.
Directors.
(4*)
(***)
( 25 m x )
250 Sassoon Road, Hongkong (Chairman of Wheelock Marden & Co., Ltd.) 12 Shek O, Hongkong (Chairman of Gitman & Co. Ltd.)
I.L.. 3547. Hatton Road, Hongkong (Director of The Dairy Farm, Ice & Cold Storago.
Co. Ltd.)
14, South Bay Road, Hongkong (Director of The Bank of East Asia Ltd.) 512, The Peak, Hongkong (Director of Wheelock Marden & Co., Ltd.) Embassy Court, Hongkong (Director of Lee Hysan Estate Co. Ltd.) 292, The Peak, Hongkong (Chairman of Davie Song & Co. Ltd.). 24. Macdonnell Road, Hongkong (Chief Manager of Wing On Co. Ltd.)
Bankers.
THE HONGKONG & SHANGHAI BANKING CORPORATION,
1 Queen's Road Central, HONGKONG.
Solicitors.
JOHNSON, STOKES & MASTER
1 Queen's Road Central, Hongkong.
Auditors.
PEAT, MARWICK, MITCHELL & CO,, Chartered Accountants. Alexandra Building, Hongkong.
Secretaries, General Managers & Registered Office
WHEELOCK MARDEN & CO. LTD., 701/707 Edinburgh House, Hongkong
PROSPECTUS.
PARTICULARS: The Company was incorporated on the Stat March, 1933, as a Private Company and converted into a pubile company on 30th: April, 1833. It purchased as at 10 p.m. March 31st, the land, mill and machinery, situated on both sides of Castle Peak Hodd at the 911⁄2 milestone, near Taun Wan, formerly operated by The Shanghal Textiles Lid. (In Voluntary" "Liquidation) for the sum of $3,500,000 (contract No. 1), together with other ascia including chops and trademarka (whether registered or not and including the goodwill if any) bi respect of the same), the sum (being part of the purchase price) spellenlly pald for the sold goodwill being Dollars Ten, The Vendors are Donald Black and John Brian art noting in the capacities respectively set out in the schedules of the Land, buildings. machinery and other anses which form part of this prospectus.
*In han also acquired raw collon and cotton yarn from the Receivers of The Shanghat Textiles Ltd. (In Voluntary Liquidation), raw cotton, accessories and stores from Trade suppliers and others and has carried on in its entirety the business of cotton spinner and Weaver since in April. It has contracted for raw cotton shipments to arrive úp tiil_anbul- September, 1933, and has sold cotton yarn and clath both for spot and forward delivery. As at 27th April approximately 83% of the anticipated production of cotton cjell up to the end of July and 66% of that of cotton yarn up til the end of June has been sold at current prices which the Directors consider satisfactory.
The Mill has a manufacturing capacity of approximately 1,000 bales of cation yern (20 count) per month of which 250 bales are reserved for the Mill's own loome which, when working to capacity: produce about 10,500 pleves of cotton jeans, each about 60 yards by 30 inches.
The Mill currently produces about 900 bales of cotton yarn per month due to the necessity of using such raw cotton us was available for spot delivery during April. It in expected that production will increase to 950 bales during May and to capaelly during Juna.
ESTIMATED EARNINGS: At the prices current on April zath for caw cotton and cotton yarn, the anticipated gruss profit per bale of cotton yarn was approximately 0. The monthly Kross pront at present prices en weaving operations is approximately $31.000. When working to capacity such gross profits would amount to $2,802,000 per annum.
The directors are unable to forecast prices, either for finished goods or raw materials, but they estimate that after allowing for all known and anticipated overhead and other expenses, including management, insurance and intereri efa. « net pront of only 50% of that now current would amount to $1,000,000 or 23% on the amount of the proposed issued capital. It will be the policy of the Directors as far as practicable, whenever market condi- tions warrant, lo continue the policy of disposing in advance of a substantial proportion of the Mill's production both of cotton yam and cloth.
In view of the favourable coat of the company's land, buildings 'and machinery, it la the opinion of the Directors that the financial facilities availabis to the Company are adequate for economical operation. The fixed loan of $3,000,000 from the Company's bankers La repayabin over five years.
The Directors have in mind the fact that the ideal size for a textile operation in the Colony would have manufacturing facilities at least twice as large as those of the Company and if opportunity should offer for profitable acquisition of further capacity, the Directors with give consideration to increasing the size of the Company's operation should conditions appear favourable.
The Cotton. Industry in. Hongkong in its present phase owes its existence to the movement of capital, business and industry generally from North China which commenced even before political changes had manifested themselves. The trend towards the fiscal and political advantages offered by the Colony was sccentualed by the shipment of machinery which had been ordered some years in advance and for the installation of which Shanghai and the North seemed to offer no attraction, Consequently lextile machinery was diverted here. some was removed from North China and some thirteen mille with 100,000 spindles had been established by 1949, the total eventually, reaching 203,000 spindles. There had always existed malt weaving establishments in the Colony which imported the yarn they consumed and the establishment of spinning here substantsily extended that branch of the businesa, There are now same 4,000 power looma in operation in the Colony.
The Colony had not been considered as ideal for development of a thriving Textile Industry largely, it may be supposed, owing to the superior attractions of alternative siting within the tariff wall which surrounded the vast märkels of the mainland. There was also the fact that trained and skilled operators were not readily available. A diadvan- tage that all raw material must be imported and a large proportion of finlahed producis exported is shared to a great extent by England and Japan. Ilongkong's machinery, how- ever, is largely modern and its manufacturing costs, whilst somewhat higher than in Japan, compare favourably with these in Britain.
A feature of Hongkong's cotton mills is the provision of dormitories and subsidized meals for their workers brought about by the necessity of housing an expatriate labour force, most of whom migrated with their families from North China. Although these ameni ties are still generally afforded to the labour forces, normal wastage and the Introduction of trainees has resulted in a substatitial proportion being now composed of local labour.
The circumstances under which many ankle were established in this Colony at a time when remittances were available from China and anticipated profits were large, tended to accentuate the known tendency of Chinese Cndustrialists to a whole towards undercapitaliza-
on and the falling markets of 1949 led in many cases to uneconomie borrowing.
This situation has peralated despite the prosperity which the industry enjoyed during the Korean boom.
A comparison of the costs of raw cotton and of manufacturing with selling prices current from time to thine tends to confirm the view held by the tende generally that reason- ably prudent operation, aveldance of overstocking raw cotion, combined with willingness tu effact forward sales of yarn freely, could have resulted in proniable operation through- out, by manufacturers with adequate working capital.
Owing to the absence of a Cotton Yarn Exchange in the Colony, there are no easy facilities ready to hand to effect 'covering of a position and mill operators who have falled to make the fullest use of such a forward market a exists have frequently been forced la absorb losses which were unanticipated throughout the period of manufacture. This han been contributed to by exchange and import restrictions, embargoes and sometimes prohibitions.
BECRETARIES AND GENERAL MANAGERS: The Company has entered into a contract (contract No. 2 below) with Messrs. Wheelock Marden & Co. Ltd. to act as Secre- inries Bad General Managers for so long as they are willing to act provided they acquire within two months on the Jist March, 1963, 50,000 shares of $5 each or the equivalent thorout.
MANAGEMENT: Mr. L. Ormerod has been appointed Kill Manager (Contract No. 4 below). Mr Ormerod gained his experience in Lancashire and has been connected with mills in Shanghal and Indonesia and has acted as adviser to a group of mulla in Hongkong.
the Company's operations. le as been in charge of the M1 since the inception
SCHEDULE OF LAND, BUILDINGS, MACHINERY AND otuzu abgeTS,
(a) Land The Company purchased from Donald Black and John Brian Hart both care of Messrs. Peat, Marwick. Afchell & Co.. Alexandra House, Hongkong acting on betuif of the Hongkong & Shanghai Banking Corporation of 1 Queen's Road Central, Hongkong, s Vendors, selling under powers of sale contained in a Debenture and two further charges In their favour dated the 27th July, 1949, jath December, 1949 and 24th July, 1860, respectively given by Shangha! Textiles Ltd. of No. 1 Exchange Bullding, Hongkong (now in voluntary liquidation) all those pieces and paresis of ground with all mestunges, erections and buildings thereon situate at or near to Castle Peak Road and known rate
TSUN WAN INLAND LOT No. 2. 42,740 sq. ft. on which is erected_the_workers'' dormitories, the mala godown and the water reservoir luated on the North side of the ror, is held from the Crown for the unexpired term of 15 years from 1st July, 1890, WILH
right of renewal for one further period of 24 years less the last three days thereof.
TSUN WAN INLAND LOT No. 4, 03.307 sq. ft., on which is erected the mill situated on the south side of the road, built of reinforced concrete and having a total floor space or €1,332 #q. tt, held on similar terma to the above lot.
(b) Machinery & Other AssetsThe Company purchased from Donald Black and John Brian Hart in thely capacity as Receivers appointed under the said Debenture and QUECK'S two further charges in favour of the Hongkong & Shanghal Banking Corporation of 1 Road Central, Hongkong, Vendors, all machinery, stores, furniture, motor vehicles, chopr and trade marks, (including the goodwill, ¿f any, appertaining to such trade marka) and other Assela as set out in the Agreement (contract No. 1). The machinery includes:
40 frames Lines of Roll Long Draft Spinning Frames, 320 spindies per frame, 3" Spindle Gauge and 215" 11 (12,800 #pindle) manufactured (1947) by II. & B. American Machine Co.
H. R. Pinna, A. A. Guterres, Womber, regarded as
A. A. Lopes, C. E. Passos.(Re- more than a club fighter, has
Oferelo) lost to Askew, Dowbitrst, lost four of his last five bouts Preston North End, he is now Traill, W. M. McCall (KBGC)
ail ngainst middleweights. Gavilan weighed 151 pounds the recognised successor to the 17-22; J. A. Victor, P. A. Costa. famed Stanley Matthews on the C. P. Basto, J. E. Noronha (Re- and Womber sealed 152. right wing. His style somewhat creio) beat II. Scott, L. Parker,
Womber won by foreing the fighting in nearly every round, comics that of the "Maestro," M. Purvis, F. Howarth (KBGC)
the especially
body
swerve. 20-10; J. L. §. Alves, A. P. He forced Gavilan
L. F. back Finney has scored more goals Pereira, G. A. Noronha, away continually and never for Englund than ony other Xavier (Recreio) beat E. F. S. gave the champlon an opport-player in postawar internation- Baker, R. H. Brown, J. 9. D. unity to unicash his famedals. He is not speedy, but has Dinnen, A. Harvey (KBGC) "bolo" punch-United Press. wonderful ball control and a 22-18; A. Silva, L. Rosario,
BANTAM TO FEATHER keen eye for position which has V. V. Ribeiro, J. E. V. Ribeiro
enabled him to score frequently,
(Recreio) beat
Mackrriell, Johannesburg, May 2. Vic Towcel, South African, Is equally at home on either Buchanan, Shields, W. William
(KBGC) 35-16; A the former world bantamweight wing, or oven at Inside forward. con
Ivor Broadis (forward): This Noronha, J. J. Basto, J. C. Re- champion will in future fight as
for-medios, C. C. Pereira (Becreto) Manchester United a deatherweight,
insido Announcing this to-day ward will be regarded as the lost to Joines, Rounsefell, Fron- Toweel said he expects to be "brain" of the England attack cls, G. G. Norman (KBGC) 14- ready for the ring within two His previous appearances in the 18; M. A. Ferreira, G. A Englund side proved somewhat Guterres, A. F. Gomes, A. M. Toweel's last bout was on dicappointing, mainly because Souza (Recreio) lost to L Gol- March 21 when he made an un- the forwards were unable to dl. W. Bayne, R. Morrison, J. it successful attempt to regain the blend with him. A clever player. McKel
McKelvie (KBGC) 12-20; J. P. C. Alves. C. Reza world bantamweight title from Broadie has the faellity to hold Xavier, D.
my Carruthers of Austrolls. the ball, draw the defence, and Pereira, F. X. M. Suva (Re wil paesent he is both bantam send through goal scoring passes, crelo) bout AN. Baker, J.
and featherweight champion of
machinery and Lofthouse (forward): W. Tindall, J. Crighton, AL South Adrice but be is expected England's regular choice ai G. Eastman (KBGC) 28-8; J. F. elinqulh the bantamweight contre-forward. A burly, speedy Bitva, N. A. Beltrao, B. F. Chadyplarship, "As barrinen- nad goal-scoring player," He has Marques, C. A. Danenberg (Re- weling the South African had won most of the matches for his creio) beat G. Volcknori, J. 29 boule and lost only two-boll | Fine Division club, Bolton, with Bellamy, J. G. Meyer, G. E. Y. to Carruthers--Nouint
his weedy dashes down the Thongor (RBGC) 30-10,
- months,
י '
A
Nat
118 aete Hared's Loom & type, with Warp and Weft stop Motion, Under Pick, Lanowa Iteed. "Shuttle Box, Reed Spacs 44", manufactured (1200) by Hatadia's Loom Co, Ltd. Osaka, Japan.
Together with ancillary machinery for use in a combined spinning and weaving mili. VALUATIONS
(a) The following is a copy of the Valuation of The China Engineers Ltd. St. George's Building, Hongkong.
20th April, 1931. To: The Textile Corporation of Hongkong Ltd.
Our estimate
Dear Sire With reference to your tettor of April 23rd, we have Inspected the our rollation of ipment in your thill at Teun Wan and live our astmates as follows
machinery, stores and other contents other than raw, or finished material, or colton in process, Asat April 1st, 1938, is: 1.33,140,000,- (12) of the amount it would cost to purchase and inatal machinery of similar čapacity, plus could be supplied, delivered and erected its-long itong in 7 monibe for the
similar stores, al tiue present time; 18: ZIM.$4,300,000, ...(0) -mimise (mathinery AmamiATEME
menis, and 11⁄2 monits for final completion of the plant, skate trust that these figures muert your requiremenia Your faithfully, THE CIRNA, ENGINEERS, LTD,Ay Ku Marriage algunas
(b) The following is a copy of the Valuation of Messrs. Harriman Realty Co. Ltd., King's Outlding. Hongkong. To: The Textile Corporation of Hongkong Ltd.
30th April, 1953. Dear Sirs—In accordance with your instruction we have inspected your properiles. xituate upon Tzun Wan Island Lots 2 & 1, 911⁄2 Mile Stone, Castle Penk Road, New Territories, in order to advise you on its value. Ja mur opinion the current inarket valun of the land and buildings with vacant possematon is 11.12.31,650,000 i1longkong dullara nne inlition nine- hundred and ny thoumnd only), The valuation is upon the assumption that the leasehold title la not subject to any onerous charges or unusual restrictions other than thon disclosed to us. We further estimate that the cost of purchasing sustable land and erecting similar buildings including fees) would on present day conditions enst Itis.43.372.700 (Hongkong dollars three million, three hundred and seventy-two thousand seven hundred only; and that the buildings would lake 12 months to erect from the time instructions were given to prepare the drawings and provided the land had already been acquired Yours, faithfully, HARRIMAN REALTY CO, LTD., K. B. Allport, A.R.L.C.S., A.A.1., Chartered Surveyor, Manager.
OBJECTS OF THE INCE: To provide funds to repay. Mewis, Wheelock Marden & Co. Ltd., the promoters, sume advanced and to provide working capital.
GENERAL INFORMATION: An underwriting agreement has been entered into daled the 30th April 1953, Contract No. 3 below) with Messrs. Wheelock Marden & Co. Lid. The Agreement provides for the underwriting of an issue of $3,099,905, for a comunisalon of 4%. The Underwriters have also agreed to pay all the expenses of this issue including printing charges and the fee of $4,000 payable to the llongkong Stock Exchange Ltd., but nut legal and professional fees. The Underwriters have entered into variotin sub-underwriting contract to which the Company is not a party.
Information which ja or may be material under Sretion 2. Part 2 of the Fourth Schedule of the Companies Ordinarico.
Report by Pent, Marwick, Milchell & Co., Chartered Accountants:—“Shanghal Textilen, Ltd. was incorporated on 31st March, 149, in respect of the period irons the date of in- corporation to 30th June, 1940, and of the financial year ended põlli Jüne, 1950, the company suslained a loan of $754810 excluding expenditure, prior to production, amounting to 1355.7H. In respect of the financial year ended 30th June, 1951, there was a profit of $1,202.211 before providing for Directors' fees and taxation. In respect of the financial year ended 30th June, 1932, unaudited accounts show a loss of 17,141,535. The company went into voluntary liquidn ion on 19th January, 19sa.”
MINIMUM AMOUNT: The minimum amie, is 63,980.03, which together with the which in the opinion of the Directors
must be raised out of the proceeds of the $2,000,000 advanced by the Company's Bankers is suficient to provide for the purchase : prien of the land, building and machinery (contract No. 1 below) together with the stamp duty, { preliminary expenses, the commissions payable to the Underwalters and to provide working captial. The Company's Bankers have undertaken to extend the customary L/C facilities for the financing of the purchase of raw material,
The amount of preliminary expenats, including the costa, charges and expenses of or incidental to the lacorporation of the Company and professional and valuation fees and the commission payable to the Underwriters under contract 3 below, are estimated at $200,000 and will be payable by the company, The Underwriters, Messrs. Wheelock Marden de Co. Ltd. will pay all the expenses of the issue including prining, and advertising charges and the fee of $4,000 payable to the Hongkong Stock Exchange Ltd, but not fegül- and professional.fees,...........
BORROWING POWERS: The Directors may for the purposes of the Company from time to time at their discretion rulsa or borrow such aum or sums of money and upon such terms and conditions as they shall think it.
►
The Directors may secure the repayment of such sum or sume in such manner and upon such terms and conditions, in all respects as they think Di and, in particular, by mortgages or bonds or by the fasue of debentures or debenture stock of the Company, perpetual or terminable, und with or without a trust deed, charged upon all er any part of the property of the Company (Both present and future) including Is Uncailed capitai for the time being.
DIRECTORS: The Articles of Association provide inter alia;- The qualification for a Director shall be the holding in his own, name of two hundred Shares a feast.
During such time is Wheelcek Marden & Co. Ltd. remain Secretaries and General Managers of the Company, one of the Directors of Wheelock Marden & Co. Ltd. shall be Director and the Chairman of the Board of Directors of the Company and, shall not be subject to retirement by rotation, The Board of Directors of Wheelock Marden & Co. Lid. ray from time to time nominate one of their number to fill the aforementioned appointment. The Directors shall each be paid out of the funder of the Company by way of ze- muneration for thele services such sums of the Company in General Meeting máy from time to Uma determine.
The Directors may be reimbursed their reasonable travelling and 'hotel expenses ing curred in attending meetings of the Directors of the Company, or otherwise whilst employed In the business of Uis Company,
No shares or debentures have been issued or agreed to be issued otherwise than
for cash.
No payment has been or is intended to be made to any promoter other than the commission of $159,998.50 to Mesars. Wheelock Marden & Co. Ltd. as Underwriters.
CONTRACTS: The following material contracia have been, entered into otherwise than in the ordinary course of business.
1.
2.
3.
An Agreement made the 31st, day of March, 1933 between Donald Black and John Brian Ifart both enre of Messrs. Pest, Marwick, Mitchell and Company, Alexandra - Hause, Victoria, in the Cotany of Hong Kong, acting so far as the properties set out in the First Schedule thereof in their capacity of Receivers appointed unifor a Debenture given by shanghai Textiles Limited (hereinafter called "the Company") and dated 270, July 1949, and two Further Charges given by the same Company and dated 12th December 190 and 2001 July 1950 respectively and registered respec- lively in the Land Office by Stemorials Nos. 192617, 195781 and 199217 in favour of The Hongkong and Shanghai Banking Corporation and acting so far as concerns the properties set out in the Second Sekedule thereof on behalf of the said Hongkong and Shanghai Barking Corporation and the Company whereby the Company" "pur- chased the leasehold land, buildings, machinery and other assets tereinbefore described for a sum of $3,500,000 (plus stamp duty) of which the sum of $10 is for goodwill. Agreement dated 31st March, 1033, between Messrs. Wheelock Marden & Co. Ltd., 1017707 Edinburgh House, and the Company to act as Secretaries & General Managers of the Company.
Underwriting Agreement by letter dated 30th April, 1953. between the Company and Mesars. Wheelock Marden & Co., Ltd. whereby they agreed to underwrite 109,993 of the ordinary shares to be issued for a commission of 37 on the par value of thone shares. 4. Agreement by letter dated at March, 1053 between the Company and Mr. Horace
Ormerod to serve as Mili Manager for a period of 4 years from the 1st April, 1983. A letter from the Company dated 9th April, 1053 to the Hongkong and Shanghai Banking Corporation undertaking to mortgage to. thom ita property, buildings and machinery if and when required.
Q,
The particulars of the cature and extent of, the interest of every 'director; in the promotion of the Company are as follow:
George Ernest Marden, Cedrio Blaker and Frederick John · Horman-Fisher are directors of Wheelock Marden & Co. Ltd., the promoters and underwriters under the’above- meatloned Agreement dated 30th Apell, 1933 and also Secretaries and General Managers under the above-mentioned agreement dated 31st March, 1953, and George Ernest Marden and Frederick John Horman-flaher are directors of Harriman Realty Co. Ltd., whose v@INA- tion letter in respect of Land & Buldings la Included in this prospectus and George Ernest Marden is a director of China Engineers Ltd, whose valuation letter in respect of machinery. is included in this prospectus
A brokerage of 15% will be paid on applications received through members of the Hongkong Block Exchange er Bankers.
amount payable on application is $5 per share.
The following if a copy if a report received by the Company from fix Auditors, Meaten. "Peat, Marwick, Mitchell & Company Chartered Accountants for the purpose of complying with the Companier Ordinance. Chapter 32jam
"The Company was incorporated on the 31st day of March, 1953 and we report in accordarlee with Part Ii (1) of the Tourih Schedule of the Company Ordinace, Chapter iz, that no accounts have been made up and no dividonda have been paid,"
"Yours “falthfully, Feat. Marwick Accountants."
Mitchell &
Applications for shares should be madeʻons the form accompany this Prospectus and 'sent to the Hongkong, 8s Shanghai Banking | Corporation, 1 Queen's Hond-Centrálytogolber
with remilianoce for the full amount of the shares applied for at the rate of șă sach.
...if no allotment is made the amount paid on application will be returned in full and it a partial pilotment be made the balance of the amount paid, will be returned to the applicant.
1995 Prospectuses and forms of application can be obtained at the offices of the company. 701 Edinburgs | House, Hongkong, and from Frokers and the Company's Bankers.
"All damp duty and brokerage appertaining to the allotment of, shares will be bome by the Underwriters.ANZIEN
Copies of the Memorandum and Articles of "Association of the Company end of the contracts feferred, to may be inspected at the registered offices of the Secretaries, Blasers. Wheelock: Mərdan & Co. Ltd., 70177. Edinburgh House, Hongkong, during ordinary business bours,
Dated and May, is KONCERTONICA.
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