VII. Unless it shall be made to appear to the satisfaction of the Governor (to be evidenced as aforesaid), that the whole of the said Capital of Five Millions of Dollars has been subscribed, under hand and seal, before the expiration of a period of Two Years, to commence and be computed from the date of this Ordinance, and unless the whole of the said Capital of Five Millions of Dollars shall be actually paid up within the period of Three Years to be reckoned from the date of the Notification or Proclamation to be published as aforesaid of the payment of one half of the said Capital of Five Millions of Dollars (but so that such payment in full be not in any case delayed beyond the period of Four Years, to be reckoned from the date of this Ordinance), it shall be lawful for the Governor with the Advice of the Legislative Council of the Colony, at any time thereafter, by an Ordinance to be passed for that purpose to repeal this Ordinance and declare that the Incorporation hereby granted to the Company shall cease and determine and become absolutely void.
VII. Until, as hereinbefore provided for, the Governor shall so publish in the Hongkong Government Gazette a Notification or Proclamation under his hand, that one half of such further Capital has been paid up, the Company shall not be entitled, by advertisement or otherwise, to hold out to the Public that the amount of its Capital has been increased.
IX. The remainder of the instalments on the Shares constituting such further Capital shall be wholly paid up within Two Years, to be reckoned from the date of such Notification or Proclamation (to be published as aforesaid) of the payment of one half of such further Capital, and that the same shall be made to appear to the satisfaction of the Governor to be evidenced as aforesaid.
X. Within Twelve Calendar Months from the date of this Ordinance the Persons who shall have subscribed for at least one half of the said Capital of Five Millions of Dollars, shall, to the satisfaction of the Governor, to be evidenced as aforesaid, enter into and execute a Deed of Settlement (and so as each such Person so executing shall hold at least Five Shares in the said Capital), which Deed of Settlement shall be filed with the Registrar of Companies within Twelve Calendar Months from the date thereof, whereby provision shall be made for carrying on the business of the Company by a Court of Directors to be elected by the Shareholders of the Company, as by the said Deed shall be provided, and, until such election, by a Court of Directors to be named in the said Deed, and whereby provision shall also be made for the payment, by the Shareholders, of all Monies to become due in respect of the instalments on the Shares taken by them, and also of such further or other Sums as are hereinafter provided, and in which said Deed of Settlement shall be contained (in addition to all such further provisions as shall be by the Governor considered necessary and usual in like cases for the management of the Affairs of the Company) provisions for effectuating the following objects, that is to say:
First. For holding General Meetings of the Company once at least in every Year at an appointed time and place.
Second. For holding extraordinary General Meetings of the Company upon the requisition of Nine or more Shareholders, holding in the whole at least Two Thousand Shares in the Company.
Third. For the management of the Affairs of the Company and the election and qualification of the Directors.
Fourth. For the retirement of at least one-fourth of the Directors of the Company Yearly.
Fifth. For preventing the Company from purchasing any Shares, or making advances of Money, or securities for Money, to any Person, on the security of a Share or Shares in the Company.
Sixth. For the publication, as shall be directed in the said Deed, of the Assets and Liabilities of the Company, and of the amounts of Promissory Notes in circulation, and of the Coin held in the Establishments of the said Company in the Colony or elsewhere.
Seventh. For the verification of such statements, and for the furnishing of such further information as the said Governor of Hongkong may require, respecting the state and proceedings of the Banking Establishments of the Company in the Colony or elsewhere.
Eighth. For the Yearly Audit of the Accounts of the Company by Two or more Auditors, not being Directors at the time.
Ninth. For the Yearly communication of the Auditors' Report, and of a Balance Sheet, and Profit and Loss Accounts to every Shareholder.
Tenth. For the appointment of Managers, or Agents, or other Officers, to perform the duties of Managers or Agents.
XI. The provisions of this Ordinance, and the provisions to be contained in the said Deed of Settlement, or in any Supplemental Deed to be made in pursuance thereof, or to be contained in any Bye-Laws to be made in pursuance of such Deeds, or any of them, shall be taken to be the existing Rules and Regulations of the Company, except so far as the same may be repugnant to the laws of the Colony, or of any Ports, Towns, Cities or Places where the Company may carry on business, or to the provisions of this Ordinance. Provided nevertheless that no Bye-Law or Supplemental Deed that may be made, shall have any force or effect until the same shall have been approved of by the Governor and a certificate of such approval shall have been given under the hand of the Governor.
XII. It shall be lawful for the Company to make, issue and circulate Notes or Bills payable to Bearer on demand in Coin lawfully current in the Colony and to re-issue the same: Provided that no such Notes shall be issued for any other Sums than the Sum of Five Dollars, or some multiple of such Sum, or other equivalent amount, unless the issuing of Notes of other amounts shall be sanctioned by the Governor: Provided also that nothing herein contained shall exempt the Company from the operation of any existing or future laws of the Colony or of any Port, City, Town, or Place beyond the limits of the Colony where they may with such consent as aforesaid establish Bank or Branch Liability of Banks, restricting or regulating the issue of such Notes, by Banks established therein. And provided also that the Shareholders of the Company shall be subject to unlimited liability in respect of all or any such issues or issue of Notes, and, if necessary, the Assets of the Company shall be marshalled for the benefit of the general Creditors of the Company and the Shareholders shall be liable for the whole amount of such issue, in addition to the Sum for which they are liable under the other and general provisions of this Ordinance.
XIII. The total amount of the Bills and Notes of the Company payable to Bearer on demand actually in circulation shall not at any time exceed the amount of the Capital of the Company actually paid up, and there shall always be kept by the Principal Establishment in the Colony, an amount of Coin and Bullion equal to one-third at least of the Notes and Bills of the Company for the time being in circulation.
XIV. The total amount of the Debts and Liabilities of the Company of what nature or kind soever shall not at any time exceed the aggregate amount of the existing bona fide Assets and property of the Company, and the Sum for which its Shareholders are liable under the provisions herein contained.
XV. If at any time there shall be a Suspension of Payment of any of the Notes or Bills of the Company, it shall not be lawful for the said Company from and after the commencement, and during the continuance, of such Suspension of Payment, to make any fresh issue of Notes or Bills.
XVI. The Company shall not Discount, or in any manner Advance Money upon Bills of Exchange, Promissory Notes, or other Negotiable paper, in or upon which the name of any Director, Officer, of the Company, shall appear as Drawer, or Acceptor, either on his individual or separate account, or jointly with any partner or partners, or otherwise than as Director or Officer of the Company, to an amount exceeding one third of the amount of the Sum for the time being under discount, or advanced by the Company, nor shall any Director be allowed to obtain Credit on his own personal guarantee.
XVII. It shall be lawful for the Company notwithstanding the statutes of Mortmain or any other statutes or laws to the contrary, to purchase, hold, take, and enjoy to them and their successors, such Houses, Offices, Buildings, Lands and Hereditaments, as shall or may be thought necessary or proper for the purpose of managing, conducting, and carrying out the affairs, concerns, and business of the Company, but not for the purpose of speculation, or any other purpose than as aforesaid, and so as no such Houses, Offices, Buildings or Land shall be more than the Yearly value of Thirty Thousand Dollars at the time of acquiring the same, or of such further Yearly value as shall be sanctioned by the Governor, and to sell, convey, and dispose of the said property or any portion or part thereof, when not wanted for the purposes of the said business.
XVIII. All and every Person and Persons, and bodies, politic and corporate who are or shall be otherwise competent, shall be and are hereby authorized and empowered to grant, sell, alien and convey in Mortmain unto, and to the use of the Company and their successors, any such Houses, Offices, Lands, and other Hereditaments whatsoever as aforesaid accordingly.
XIX. It shall not be lawful for the Company to make any purchase of Messuages, Lands or Tenements or Hereditaments in the Colony or elsewhere, beyond the annual value of Thirty Thousand Dollars at the time of acquiring the same, or of such further annual value as shall be sanctioned by the Governor: and when and as any such purchase shall be made by the Company, the Directors of the Company shall, in all cases, within Three Calendar Months from the taking and completing of any such purchase report the same in writing to the Governor, stating the amount of the purchase Money paid for the same and giving a description of the Lands and Hereditaments so purchased, and such other particulars relating thereto as may from time to time be required by the Governor; and in case any Hereditaments so purchased be re-sold by the Company, they shall within Fourteen Days after every such sale, give notice in writing to the Colonial Secretary of the Colony of such re-sale, and of the price obtained for the same.
XX. Except for the purposes aforesaid it shall not be lawful for the Company to invest, lay out, or employ, advance, or embark any part of their Capital or Funds in the purchase of any Lands, Houses, or other real property, nor in any trading or mercantile speculation or business whatsoever (not being trading, but usually considered as falling within the ordinary and legitimate purposes and operations of a Banking proper Establishment), but it shall nevertheless be lawful for the Company to take and accept any Lands, Houses, or other real or personal property in satisfaction, liquidation or payment of any debt absolutely and bona fide previously due and owing to the Company, and also to take any mortgage or other lien or charge on real or personal property as a security for any Monies actually and bona fide previously due to the Company, or for which any Person or Persons may have rendered himself or themselves liable to the Company, and to hold such Lands, Houses, and other real and personal property respectively, for such reasonable time as shall be necessary for selling and disposing of and converting the same into Money.
XXI. It shall be lawful for the Company to sell, dispose of, and convert into Money, any Goods, Wares, or Merchandize, which shall or may be taken by them in satisfaction, liquidation or payment of any debt: And also to sell and convey any Lands, Houses, and other real property whatsoever, Goods, Wares, or Merchandize, which they shall or may have acquired in manner aforesaid.
XXII. It shall be lawful for the Company from time to time to extend or increase their Capital for the time being by the creation and sale of new Shares, in the manner to be specified and set forth in the Deed of Settlement, to be prepared and executed as hereinbefore directed, so as the same be made with the consent of a General Meeting of the Shareholders of the Company to be specially called for that purpose, and with the consent previously obtained of the Governor and under such conditions and provisions as he shall think fit, such consent being evidenced as hereinbefore provided for with respect to other requirements of a like nature, and so as the total amount of the Capital of the Company shall not exceed the Sum of Ten Millions of Dollars and until it shall be certified by the Governor in like manner as aforesaid that one-half of such new Capital has been so paid up, the Company shall not be entitled, by advertisement or otherwise, to state or hold out to the Public that the amount of the Capital has been increased.
XXIII. The remainder of the instalments on the Shares constituting such increased Capital shall be wholly paid up within Two Years from the date of the Certificate, to be granted as aforesaid, of one-half thereof having been paid up, and the same shall be made to appear to the satisfaction of the Governor, to be certified as aforesaid.
XXIV. The Directors of the Company shall, if, and whenever, they shall be required so to do, by the Governor, produce and submit to him, or to such Persons or Officers as he may appoint for that purpose, for his or their inspection and examination, the several accounts and statements which by the said Deed shall be directed to be made and furnished.
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VII. Unless it shall be made to appear to the satisfaction of the Governor (to be evidenced as Poftremai), that the whole of the said Capital of Five Millious of Dollars has been subscribed, under baud and seal, before the expiration of a period of Two Years, to commence and be computed from the date of this Ordinance, and-unless the whole of the suid Capital of Five Millions of Dollars shall he actually paid up within the period of Three Years to be reckoned from the date of the Notification or Proclamation to be published as aforesaid of the payment of one half of the said Capital of Five Millions of Dollars (but so that such payment in full be not in any case delayed beyond the period of Four Years, to be reckoned froin the date of this Ordinance), it shall be lawful for the Governor with the Advice of the Legislative Council of the Coleny, at any time thereafter, by an Ordinance to la passed for that purpose to repeal this Ordinance and declare that the Incorporation hereby granted to the Company shall cease and determine and become absolutely void.
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VII. Until, na hereinbefore provided for, the Governor shall so publish in the Hongkong Govern- ment Gazette a Notification or Proclamation under his hand, that one half of such farther Capital has been paid up, the Company shall not be entitled, by advertisement or otherwise, to hold out to the Public that the amount of its Cyital has been increased,
IX. The remainder of the instalments on the Shares constituting such further Capital shall be wholly paid up within Two Years, to be reckoned from the date of such Notification or Proclamation (o to be published as aforesaid) of the payment of one half of such further Capital, and that the same shall be tasde to appear to the satisfaction of the Governor to be evidenced as storesaid.
X. Within Twelve Calendar Months from the dare of this Ordinance the Persons who shall have subscribed for at least one half of the said Capital of Five Millions of Dollars, shall, to the satisfaction of the Governor, to be evidencșc as aforesaid, enter into and execute a Deed of Settlement (and so
as each such Person so excenting shell hold at least Five Shares in the said Capital), which Deed of Settlement shall be filed with the Registrar of Companies within Twelve Calendar Months from the date thereal, whereby provisión shall he made for carrying on the business of the Company by a Court of Directors to be elected by the Shareholders of the Company, as by the said Deed shall be provided, and, until such election, by a Court of Directors to be named in the said Deed, and whereby provision stull also be nude for the payment, by the Shareholders, of all Monics to become das in respect of the instalments on the Shares taken by then, and also of such further or other Sums as are hereinafter provided, and in which said Deed of Sextlement shall be contained (in addition to all such Farther provisious as shall be by the Governor considered necessary and usual in like casce for the management of the Affairs of the Company) provisions for effectuating the following objects, that is to say
First. For holding General Meetings of the Company once at least in every Year at an appointed
time and place.
Second. For holding extraordinary General Meetings of the Company upon the requisition of Nine or more Shareholders, holding in the whole at least Two Thousand Shares in the Company.
Third. For the managenent of the Affairs of the Company and the election and qualification of
the Directors.
Fourth. For the retirement of at least one-fourth of the Directors of the Company Yearly.
Fifth. For preventing the Company from purchasing any Shares, or making advances of Money, or securities for Money, to any Person, on the security of a Share or Shares in the Company. Sath. For the publication, as shall be directed in the said Deed, of the Assets and Liabilities of the Company, and of the amounts of Promissory Notes in circulation, and of the Coin held in the Establishments of the said Company in the Colony or elsewhere.
Seventh. For the verification of such statements, and for the furnishing of such further informa- tion as the said Governor of Hongkong may require, respecting the state and proceedings of the Banking Establishments of the Company in the Colony or elsewhere.
Eighth. For the Yearly Audit of the Accounts of the Company by Twà or more Auditors, not
being Directors at the time.
Ninth. For the Yearly communication of the Auditors' Report, and of a Balance Sheet, and
Profit and Loss Accommits to every Shareholder.
Tenth. For the appointment of Managers, or Agents, or other Officers, to perform the duties of
Managers or Agents.
XT. The provisions of this Ordinance, and the provisions to be contained in the said Deed of Copy Settlement, or in any Supplemental Deed be made in pursuance therent, or to be contained in any
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Bye-Laws to be made in pursuance of such Deeds, or any of them, shall be taken to be the existing Rules and Regulations of the Company, except so far as the same may be repugnant to the laws of the Colony, or of any Ports, Towns, Cities or Places where the Company may carry on business, or to the provisions of this Ordinace. Provided nevertheless that no Bye-Law or Supplemental Deed. that may be made, shall have any force or effect until the same shall have been approved of by the Governor and a certificate of sveli approval shall have been given under the hand of the Governor.
XII. I shall be lawful for the Company to make, issue and circulate Notes or Bills payable to Bearer on demand in Coin lawfully current in the Colony and to re-issue the same: Provided that no anch Notes sindl be issued for any other Sons than the Sun of Five Dollars, or some multiple of such Sum, or other equivalent amount, unless the issuing of Notes of other amounts shall be sunctioned by the Governor : Provided also that nothing herein contained shall exempt the Company from the operation of any existing or future laws of the Colony or of any Port, City, Town, or Place beyond
the limits of the Colony where they say with such consent as aforesaid establish Bauk or Branch Liaty of Banks, restricting or regulating the issue of snch Notes, by Banks established therein. And provided
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XIII. The total amount of the Bills and Notes of the Company payable to Bearer on deinand actually in circulation shall not at any time exceed the amount of the Capital of the Company actually paid up, and there shall always be kept by the Principal Establishment in the Colony, an amount of Coin and Bullion equid to one-third at least of the Notes and Bills of the Company for the time being
in circulation.
XIV. The total amount of the Debts and Liabilities of the Company of what nature or kind is so soever shall not at any time exceed the aggregate amount of the the existing bona fide Assets and lab property of the Company, and the Sum for which its Shareholders are liable under the provisions herein contained.
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XV. If at any time there shall be a Suspension of Payment of any of the Notes or Bills of the ts event or Company, it shall not be lawful for the said Company from and after the commencement, and during
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XVI. The Company shall not Discount, or in any manner Advance Money upon Bills of last of man Exchange, Promissory Notes, or other Negotiable paper, in or upon which the name of any Director, Pastors or Officer, of the Company, shall appear as Drawer, or Acceptor, either on his individual or separate account, or jointly with any partner or partners, or otherwise than as Director or Officer of the Company, to an amount exceeding one third of the amount of the Sam for the time being under discount, or advanced by the Company, nor shall any Director he allowed to obtain Credit on his own personal guarantee.
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XVII. It shall be lawful for the Company notwithstanding the statutes of Mortmain or any other so the statutes or laws to the contrary, to purchase, hold, take, and enjoy to them and their successors, gazing at such Houses, Offices, Buildings, Lands and Hereditaments, as shall or may be thought necessary or resides proper for the purpose of managing, conducting, and carrying ou the affairs, concerns, and business of the Company, but not for the purpose of speculation, or any other purpose than as aforesaid, und so as no such Houses, Offices, Buildings or Land shall be more than the Yearly value of Thirty Thousand Dollars at the time of acquiring the same, or of such further Yearly value as shall be sanctioned by the Governor, and to sell, convey, and dispose of the said property or any portion or part thereof, when not wanted for the purposes of the said business.
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XVIII. All and every Person and Persons, and bodies, politic and corporate who are or shall be over thr otherwise competent, shall be and are hereby authorized and empowered to grant, self alien and convey in Mortmain muto, and to the use of the Company and their successors, any such Houses,' Offices, Lands, and other creditaments whatsoever as aforesaid accordingly.
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XIX. It shall not be lawil for the Company to make any purchase of Messuages, Lands or feges or pur Hereditaments in the Colony or elsewhere, beyond the antud value of Thirty Thousand Dollars stand the time of acquiring the same, or of such further manual value as shall be sanctioned by the Governor . and when and as any such purchase shall be made by the Company, the Directors of the Company shall, in all cases, within Three Calendar Months from the taking and completing of any such pur- chase report the same in writing to the Governor, stating the amount of the purchase Money paid for the same and giving a description of the Lands and Hereditaments so purchased, and such other particulars relating thereto na may from time to time be required by the Governor; and in case any Hereditaments so purchased be re-sold by the Company, they shall within Fourteen Days after every such sale, give notice in writing to the Colonial Secretary of the Colony of such re-sale, and of the price obtained for the saune.
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XX. Except for the purposes aforesaid it shall not be lawful for the Company to invest, lay out, Pro employ, advance, or embark any part of their Capital or Funds in the purchase of any Lands, Houses, ofer or other real property, nor in any trading or mercantile speculation or business whatsoever (not trading, but hitt usually considered as folling within the ordinary and legitimate purposes and operations of a Banking proper Establishment), but it shall nevertheless be lawfall for the Company to take and accept any Lands, one caring. Houses, or other real or personal property in satisfaction, liquidation or payment of any debt abso- lutely and bond fide previously due and owing to the Company, and also to take any mortgage or other lien or charge on real or personal property as a security for any Monies actually and bond fide previously due to the Company, or for which any Person or Persons may have rendered himself or themselves liable to the Company, and to hold such Lands, Houses, and other real and personal property respectively, for such reasonable tiine as shall be necessary for selling and disposing of and converting the same into Money.
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XXI. It shall be lawful for the Company to sell, dispose of, and convert into Money, any Goods, rewer a con Wares, or Merchandize, which shall or may be taken by them in satisfaction, liquidation or payment convert iad of of any debt: And also to sell and convey any Landis, Houses, and other rest property whatsoever, Goods, Wares, or Merchandize, which they shall or may have acquired in manner aforesaid.
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XXII. It shall be lawful for the Company from time to time to extend or increase their Capitul a in for the time being by the creation and sale of new Shares, in the manner to be specified and set forth in the Deed of Settlement, to be prepared and executed as herembefore directed, so as the saine be anade with the consent of a General Meeting of the Shareholders of the Company to be specially called for that purpose, and with the consent previously olasined of the Governor and under such conditions and provisions as he shall think fit, such consent being evidenced as hereinbetre provided for with respect to other requirements of a like nature, and so as the total amour of the Capital of the Company shall not exceed the Sum of Ten Millions of Dollars and witil it shall be certified by the Governor in like manner as aforesaid that one-half of such new Capital has been so paid up, the Company shall not be entitled, by advertisement or otherwise, to state ur hold out to the Public that the amount of the Capital has been increased.
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XXIII. The remainder of the instalments on the Shares constituting such increased Capitul me shall be wholly paid up within Two Years from the date of the Certificate, to be granted as aforesaid, in a of one-half thereof having been paid up, and the same shall be made to appear to the satisfaction of the Governor, to be certified as aforesaid.
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XXIV. The Directors of the Company shall, if, and whenever, they shall be required so to du, tirevics to by the Governor, preduce and submit to him, or to such Persons or Officers as he may appoint for that and te purpose, for his or their inspection and examination, the several accounts and statements which by the toas said Deed shall be directed to be made and furnished.
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