# Traits of
Sluralitert.
Pravicith fun inciyor" di Zest
XXV. If the Company shall become insolvent, every Proprietor for the time being of Shares in the Capital thereof shall, in addition to his liability for the amount of the issue of Notes under the Provisions of the Twelfth Clause of this Ordinance, be liable to contribute to the payment of the debts, engagements, and liabilities of the Company not only such parts of the Shares held by him or her respectively, in the Capital of the Company, as shall not have been theretofore called for and paid up, but also such further Sums of Money not exceeding the amount of the Shares so held by him or her, as shall be requisite and necessary to satisfy and discharge the debts, engagements, and liabilities of the Company.
XXVI. In the said Deeds so to be executed as aforesaid, and in every Transfer of any Share or Shares in the Company, due provision shall accordingly be made for the payment by the Shareholders of such amounts as aforesaid.
XXVII. In the event of the insolvency of the Company, or of any Suspension in the Payments of the Company, for the space of Sixty Days in succession, or for any number of Days, at intervals which shall amount altogether to Sixty Days within any One Year, or if the Company shall not have well and truly maintained, abided by, performed and observed, all and every the rules, orders, provisions, and directions herein contained and set forth, or to be contained and set forth in the said Deed, so to be executed as aforesaid; Then, and in any of such case, it shall and may be lawful for the Governor, with the Advice of the Legislative Council of the Colony, 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.
XXVIII. Save as hereinafter mentioned the Company may be wound up by the Supreme Court of Hongkong in its Equitable Jurisdiction and all the provisions of The Companies Ordinance 1865 with respect to the Winding up of Companies registered thereunder shall apply to this Company as if expressly re-enacted in this Ordinance save and except in such respects as the same may be altered or modified as hereinafter mentioned or provided for:
1. The circumstances under which the Company may be wound up are as follows; that is to say—
A. In the event of the Company being dissolved, or ceasing to carry on business, or carrying on business only for the purpose of winding up its affairs.
B. Whenever the Company is unable to pay its debts.
C. Whenever the Court is of opinion that it is just and equitable that the Company should be wound up.
2. The Company shall be deemed unable to pay its debts:
A. Whenever a Creditor to whom the Company is indebted, at Law or in Equity, by assignment or otherwise, in a Sum exceeding Three hundred Dollars then due, has served upon the Company, by leaving the same at the principal place of business of the Company, or by delivering to the Manager or some Director or principal Officer of the Company, or by otherwise serving the same in such manner as the Court may approve or direct, a demand under his hand requiring the Company to pay the sum so due, and the Company has for the space of Three Weeks succeeding the service of such demand neglected to pay such Sum or to secure or compound for the same to the satisfaction of the Creditor.
B. Whenever execution or other process issued on a judgment, decree, or order obtained in any Court in favor of any Creditor, at Law or in Equity, in any proceeding instituted by such Creditor against the Company, is returned unsatisfied in whole or in part.
C. Whenever it is proved to the satisfaction of the Court, that the Company is unable to pay its debts.
XXIX. On the determination of the Term of Twenty-one Years from the date of this Ordinance the powers and privileges hereinbefore conferred on the Company shall cease, unless the Governor, with the Advice of the Legislative Council of the Colony, declare to the contrary and by an Ordinance to that effect authorize the Company to continue incorporated under the aforesaid provisions for a further term of Ten Years, or for such period and under such provisions and conditions as may be contained in the said Ordinance.
XXX. The Incorporation of the Company by this Ordinance shall not affect or prejudice the Liability of the Company to have enforced against it, or its Members, or its right to enforce, any debt or obligation incurred or any contract entered into, by, to, with, or on behalf of the Company previously to such Incorporation, but the Company may sue and be sued in respect of all or any such Debt, or Debts, Obligation or Obligations, Contract or Contracts, by or under its Corporate name and in precisely the same manner as if the Debt, Obligation, or Contract had been incurred, made, or entered into after the Incorporation of the Company by this Ordinance.
AND WHEREAS the several Persons, parties hereto of the first and second parts, have taken the several Shares in the Capital of the said Company set opposite to their Names in the said Fourth Schedule hereto.
AND WHEREAS the Persons before named as the present Directors of the said Company, have caused this Deed to be ... as the Deed of Settlement.
DEED OF SETTLEMENT.
ARTICLE 1—This Deed shall be the Deed of Settlement of the Company.
Interpretation.
ARTICLE 2.—In the construction of this Deed, the following Words and Expressions have the following meaning, so far as such construction is not excluded by the subject or context (to wit:)
"The Governor" means His Excellency the Governor of the Colony of Hongkong, or the Officer for the time being administering the Government of the said Colony.
"The Colony" means the Colony of Hongkong and its Dependencies.
"The Ordinance" means and includes the Ordinance hereinbefore recited, and any and every Supplemental Ordinance or any Charter hereafter granted to the Company.
"These Presents" means and includes this Deed of Settlement, and any and every Supplemental and other Deed executed in pursuance of these presents, and the By-Laws, Rules, and Regulations (from time to time in force) of the Company.
"Capital" means (from time to time) the Capital of the Company for the time being.
"Shares" means the Shares from time to time in the Capital.
"Chairman", "Deputy Chairman", "Directors", "Auditors", "Trustees" means respectively such Officers of the Company for the time being.
"Officers" means the Officers of the Company for the time being.
"Ordinary Meeting" means an Ordinary General Meeting of the Company duly called and constituted, and any adjourned holding thereof.
"Extraordinary Meeting" means an Extraordinary General Meeting of the Company duly called and constituted, and any adjourned holding thereof.
"General Meeting" means an Ordinary Meeting or an Extraordinary Meeting, and any adjourned holding thereof.
"Court" means the Court of Directors, and also means the Directors assembled as a Court.
"Incapacitated Shareholder" means a Shareholder being a married woman, not by law entitled to an absolute interest as a feme sole in any Share of the said Company, or an infant, or an idiot, or lunatic, or non compos mentis, or a bankrupt, or One whose estate shall, by the operation of law, have become vested in any other Person or Persons in trust for, or for the benefit of his Creditors.
"Lawful Claimant of a Share" means, as the case may be, the executor, or administrator, or legatee, or next of kin of a deceased Shareholder, or the husband of a Shareholder being a married woman not so entitled to an absolute interest as aforesaid; or the guardian of an infant Shareholder; or the committee or receiver of the estate of a Shareholder being an idiot, or lunatic, or non compos mentis; or the assignee of a Shareholder being a bankrupt; or the Person or Persons in whom the estate of any Shareholder shall, by operation of law, have become vested in trust for, or for the benefit of his Creditors.
"Head Office" means the principal place of business in Hongkong (from time to time) of the Company.
"Seals" means the Common Seal (from time to time) of the Company.
"Month" means Calendar Month.
Words in the singular number include the plural, and vice versa.
Words in the masculine gender include the feminine.
Constitution of the Company.
ARTICLE 3.—The several Persons parties hereto of the first and second parts, and such other Persons as hereafter become entitled, according to the provisions of these presents, to Shares in the Capital of the Company, and who respectively are hereinafter called the Shareholders, shall, while respectively holding Shares in the Capital, be and continue a Joint Stock Company according to the provisions of these presents, but subject to the provisions of the said Ordinance.
ARTICLE 4.—Every Shareholder doth hereby recognize, adopt, and confirm all and whatsoever the several Persons who, from time to time, before the Day of the date of this Deed, have been acting on behalf of the Company, have done, authorized, and adopted for the purpose of the projection, Formation, and establishment of the Company, or incidental thereto, and all monies, costs, charges, and expenses whatsoever, paid or incurred by such Persons, or by their order, or with their sanction, in and for any such purpose, shall be and are hereby allowed to them out of the funds of the Company; and they shall be and are hereby indemnified against all losses and liabilities incurred by them in the premises.
ARTICLE 5.—Every Shareholder, his executors, administrators, or assigns, will, when thereunto required in pursuance of the said Ordinance and these presents, pay the amount of the Calls on his respective Share or Shares.
ARTICLE 6—Every Shareholder, his executors, administrators, or assigns, will perform the several engagements on the part of the Shareholders in these presents expressed, and in all other respects perform and abide by the provisions of the said Ordinance and the Rules and Regulations (from time to time in force) of the Company.
ARTICLE 7—On the winding up of the affairs of the Company, or if the Company shall become insolvent, every proprietor for the time being of Shares in the Capital thereof, will contribute to the payment of the debts, engagements, and liabilities of the Company, not only such parts of the Shares held by him in the Capital of the Company, as shall not have been theretofore called for and paid up...
Traits of
Sluralitert.
Pravicith fun inciyor" di Zest
XXV. If the Company shall become insolvent, every Proprietor for the time being of Shares in the Capital thereof shall, in addition to his liability for the amount of the issue of Notes under the Provisions of the Twelfth Clause of this Ordinance, be liable to contribute to the payment of the debts, engagements, and liabilities of the Company not only such parts of the Shares held by him or her respectively, in the Capital of the Company, as shall not have been theretofure, called for and paid up, but also such further Sums of Money not exceeding the amount of the Shares so held by him or her, as shall be requisite and necessary to satisfy and discharge the debts, engagements, and liabilities of the Company.
XXVI. In the said Deeds so to be executed as aforesaid, and in every Transfer of any Share or rud Trees Shaves in the Company, due provision shall accordingly be made for the payment by the Shareholders
of such amounts as aforesaid,
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XXVII. In the event of the insolvency of the Company, or of any Suspension in the Payments of the Company, for the space of Sixty Days in succession, or for my number of Days, at intervals which shall amount altogether to Sixty Days within any One Year, or if the Company shall not have well and truly maintained, abided by, performed and observed, all and every the rules, orders, provisions, aul directions herein contained and set forth, or to be contained and set forth in the said Deed, so to be executed as aforesaid; Then, and in any of such case, it shall and may be lawful for the Governor, with the Advice of the Legislative Council of the Colony, 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.
XXVIII. Saljeet as bereinafter mentioned the Conany may be wound up by the Supreme Court of Hongkong in its Equitable Jurisdiction and all the provisions of The Compardes Ordinance 1965 with respect to the Winding up of Companies registered thereunder shall apply to this Company as if expressly re-enacted in this Ordinance save and except in such respects as the same may be altered or modified as hereinafter mentioned or provided for:
1. The cirrvæstances under which the Company may be wound up are as follows; that is to say--~ A. In the event of the Company being dissolved, or ceasing to carry on business, or carrying on business only for the purpose of winding up its affairs.
B. Whenever the Company is unable to pay its debts.
C. Whenever the Court is of opinion that it is just and equitable that the Company should be wound up.
2. The Company shall be deemed unable to pay its debts:
4. Whenever a Creditor to whom the Company is indebted, at Law or in Equity, by assignment or otherwise, in a Sum exceeding Three flundred Dollars then due, has served upon the Company, by leaving the same at the principal place of business of the Company, or by delivering to the Manager or some Director or principal Officer of the Company, or by otherwise serving the sau in such manner as the Court may approve or direct, a demand under his hand requiring the Company to pay the sum so due, and the Company has for the space of Three Weeks succeeding the service of auch demand neglected to pay such Sum or
to semure or compound for the same to the satisfaction of the Creditor.
B. Whenever execution or other process issued on a judgment, decree, or order obtained
in any Court in favor of any Creditor, at Law or in Equity, in any proceeding instituted by
such Creditor against the Company, is returned unsatisfied in whole or in part.
Whenever it is proved to the satisfaction of the Court, that the Company is unable
to pay its debts.
XXIX. On the determination of the Term of Twenty-one Years from the date of this Ordinance
the powers and privileges hereinbefore conferred on the Company shinil conse, unless the Governor, with the Advice of the Legishtive Council of the Colony, declare to the coutrary and by an Ordinance to that effect authorize the Ceapany to continue incorporated under the aforesaid provisions for a further term of Ten Years, or for such period and under such provisions and conditions so many hes contained in the said Ordinance.
XXX, The Incorporation of the Company by this Ordinaser shall not affect or prejudise the Liability of the Company to have enforced against it, or its Members, or its right to enforce, any debt or obligation incurred or any contract entered into, by, to, with, or on behalf of the Conymy previously to such Incorporation, but the Company may sau and be sued in respect of vill or any such Deist, or Debts, Obligation or Obligations, Contract or Contracts, hy or wider i Corporate mame and in precisely the same manner as if the Debt, Obligation, or Contract had been incurved, made, or entered into after the Incorporation of the Company by this Ordinance.”
AND WHEREAS the several Persons, parties hereto of the first and second parts, live taken the sever! Shares in the Capital of the said Company ser opposite to their Names in the said Fourth Schedule berete.
AND WHEREAS the Persons betrefter named as the present Directors of the said Company, hate canned this Theol to be trommul as the feed of berkerar at the Oakan luon sconcertado sikikandinetan
DEED OF SETTLEMENT.
ARTICLE 1-This Deed shall be the Deed of Settioment of the Company.
Interpretation.
ARTICLE 2.—In the construction of this Dead, the following Words and Expressions have the following meaning, so far es such construction is not excluded by the subject or context (to wit:)
"The Governor" means His Excellency the Governor of the Colony of Hongkong, or the
Officer for the time being administering the Government of the said Colony, "The Colony" means the Colony of Hongkong and its Dopentencies.
"The Ordinance" means and includes the Ordinance berrinhofore recited, and any and every
Supplemental Ordinance or any Charter hereafter granted to the Company. "These Presents" means and includes this Deed of Settlement, and any and every Supple- nental and other Deed executed in pursuance of these presents, and the By-Laws, Rules, and Regulations (from time to time in force) of the Company.
"Capital" means (from time to fin) the Capital of the Company for the time being, "Shares" means the Shares from time to time in the Capital.
#Chaimean"
Deputy Chairman"
*Directors"
"Auditors"
"Trustees"
F
› means respectively such Officers of the Company for the line being.
"Officers" ineous the Officers of the Company for the time being,
Ordinary Meeting" rocans an Ordinary General Meeting of the Company duly called muid
constituted, and any adjourned holding thereof.
Extraordinary Meeting" means an Extraordinary General Menting of the Company daty
called and constituted, and say adjourned holding thereof.
"General Meeting" means an Ordinary Meeting or an Extraordinary Meeting, and any
adjourned holding thereof.
Court" means the Court of Directors, and also means the Directors assembled as a Court. Incapacitated Shareholder" masts a Shareholder being a married woman, not by law entitled to an absolute interest as a fenis sole in any Share of the said Company, or su intant, or an idiot, or lanatic, or non compos muntis, or a bankrupt, or One whose estale shall, by the operation of law, lave become vested in any other Person or Persons in trust for, or for the benefit of his Creditors.
"Lawial Claimant of a Share" means, as the case may be, the executor, or administrator, or lugatee, or next of kin of a deceased Shareholder, or the husband of a Shareholder being a married woman not so entitled to an absolute interest as aforesaid; or the guardian of an infant Shareholder; or the committee or receiver of the estate of a Shareholder being an idiot, or humatic, or non compte mentis; or the assignee of a Shareholder being » bankrupt; or the Person or Persons in whom the estate of any Slunechoker shall, by operation of law, here become vested in trust for, or for the benefit of bis Creditors.
"Head Office" means the principal place of business in Hongkong (from time to time) of the
Company.
**Seals" means the Coromon Seal (from time to time) of the Company-
"Month" means Calendar Month.
Words in the singular number include the plural, and vien versð.
Words in the masculine gender include the feminine.
Constitution 'the Company.
Aurrera 3.---The several Persons parties hareço of the first and second parts, and such other Persons as hereafter become entitled, sccording to the provisions of these presents, to Shares in the Capital of the Company, and who respectively are hereinafter called the Shareholders, shall, while respectively holding Shures in the Capital, be and contime a Joint Stock Company according to the provisions of these presents, but subject to the provisions of the sail Ordinance.
ARTICLE 4.—Every Shareholder drak bereby recognize, alopt, and confirm all and whatsoever the several Persons who, from time to time, before the Day of the date of this Deed, lave been acting on behalf of the Company, have done, authorized, and adopted for the purpose of the projection, Formation, and establishment of the Company, or incidental thereto, and all monies, costs, charger, and expenses whatsoever, puid er incurred by such Parsons, or by their order, or with their sanction, in and for any such purpose, shall be and are hereby allowed to then out of the funds of the Company; and they shall be and are hereby indemnified against all losses and liabilities incurred by them in the prenises.
ARTICLE 5.----Every Shareholder, his executors, administrators, or assigns, will, when thereunto required in pursuance of the said Ordinance and these presenta, pay the amount of the Calls on his respective Share or Shares.
ARTICLE 6-Every Shareholder, bis excentors, administrators, or assigns, will perform the several engagements on the part of the Shareholders in these presents expressed, and in all other resports perforin and abide by the provisions of the said Ordinance and the Kules and Regulations (from time to time in force) of the Conqany.
Auricle 7--On the winding up of the affairs of the Company, or if the Company shall become fasolvent, every proprietor for the time being of Shures in the Capital thereof, will contribute to the payment of the debts, engagements, and liabilities of the Company, not only such parts of the Shares held by him in the Capital of the Company, as shall not have been theretofore called for and paid up,
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