CO129-124 - Sir MacDonnell - 1867 [8-9] — Page 14

but also all such further sums of money not exceeding the amount of the Shares so held by him, as shall be requisite and necessary to discharge the debts, engagements, and abilities of the Conymay. And will, if and whenever called upon so to do, pay all such sun or sums of money as the Shareholders of the Company are, by the Twelfth Chuse of the Ordinance, made liable for in respect of the issue of Notes by the said Company. It being hereby expressly declared and agreed that every Shareholder shall, as between himself and the other Shareholders of the Company, only be liable for such and the same proportion of the last mentioner? liability as the number of Shares held by him bear to the total number of Shares held by Shareholders in the Capital of the Company, and that any Shareholder who may have paid any sum in excess of his said proportion of liability, may recover rateably from all other Shareholders their proportion of such excess in an action for money paid to the use of each of such Shareholders and that the only proof the Plaintiff in such case shall be called upon for is proof of the payment of such excess and the number of Shares held by the Shareholder the Defendant in each such action.

Seal.

ARTICLE 8.---The Seal shall be provided by the Court, and shall have the corporate Nanie of the Company engraved thereon, with such device as the Court may select.

ARTICLE 9.--The Seal may, from time to time, be altered, broken, and destroyed, and a new Seal substituted for the same by the Court as they think fit.

ARTICLE 10.—The Seal still be under the charge of the Court, who shall, from time to time, prescribe such Buies in accordance with the said Ordinance as they think fit for its sate custody and

user.

ARTICLE 11.—The Seal of the Company shall be affixed to Deeds and Instruments in the presence of Que Director at the least.

Business

Axtreme-19 –The basinagret-the-bompany shall be diveenrying an under the manage Court of Directors in Hongkong, and under the regulation and control of a principal Office there, by means of Banks, Branch Banks, sad Agencies, in places allowed by the said Ordinance, the business of Banking, and all other business usually transacted by Bankers, conformably to the provisions of the said Ordinance; Provided always that the Company shall not establish any Banks or Branch Banks under the provisions of the Fourth Clause of the Ordinance without the consent therem specified being obtained in writing and evidenced by the signature of two of the Commissioners for the time a being for executing the Office of Lord High Treasurer in England; Provided also that the Company shall not establish at any place within the territories under the Government of India, any Agency for Exchange, Deposit or Remittance without the consent in writing of the said Commissioners, such consent to be evidenced in manner aforesaid, suything in the Fourth Clause of the Ordinance to the contrary notwithstanding.

ARTICLE 13.---In the event of the Company issuing Notes under the provisions of the Twelfth Clause of the Ordinance, at any Place beyond the limits of the Colony, the said Notes shall be made? payable at the Head Office of the Company in Hongkong as well as at the Place where the same may be issued, and such payment shall be made by giving the holder of any such Note such an amount of Hongkong currency as shall be the fair and real equivalent of the sums or value represented by the Note at the exchange or relative value thereof on the Day of presentation.

ARTICLE 14. The Company shall not carry on or engage in any business prohibited by the suid Ordinance, nor in any case transgress or exceed the provisions, restrictions, or limitations of the Ordinance as to the nature and extent of the business of the Company and the manner in which it is to be carried on, nor shall the Company under any circumstances whatever hold Shares in its own Capital or make advances on the security of such Shares.

ARTICLE 15.--The business of the Company shall be carried on by a Court of Directors, to be elected by the Shareholders, as provided by these presents.

Place of Business.

ARTICLE 16. The Company shall always be provided with some House or Office in Hongkong, which shall be their principal Office or Place of Business.

ARTICLE 17.-The situation of the Office shall, from time to time, he determined by the Court, but until otherwise determined, shall be at No. 1, Queen's Road, Victoria, in the Colony of Hongkong. ARTICLE 18.--The Company, from time to time, may provide such Houses or Offices in places in which their business eball be carried on conformably to the terms and provisions of the said Ordinance as the Court may, from time to time, think requisite for the business of the Company.

Capital.

ARTICLE 19.-The Original Capital shall be $5,000,000, divided into Forty thousand Shares of $125 each.

ARTICLE 20.--The Capital may, from time to time, be increased by the issue of New Shares of $125 each, to any amount, not exceeding in the whole $2,500,000, according to the provisions of the said Ordinance and these presents, respectively,

Shares.

ARTICLE 21--The Shares in the Original Capital shall be numbered in progressive order, begin- ning with No. 1.

ARTICLA 22.-The Shares in the Additional Capital (if any) shall be numbered progressively, and either in continuation of the series of numbers in the previons Capital, or otherwise as the Court think fit.

ARTICLE 23.-The Shares in any Additional Capital, and the Shareholders in respect thereof, shall, so far as the provisions of these presents with respect to the Shares in the Original Capital, and the Shareholders in respect thereof are applicable, be subject to all those provisions.

ARTICLE 24.--All Shares in any Additional Capital may, from tirae to time, be allotted or disposed of by the Court, to such Persons, and on such terms and conditions, wul at such price or prices, as, in their discretion, the Court may think fit.

ARTICLE 25.--The amount unpaid upon my of the Shares in the Original Capital shall be paid up by such deposits and instalments and in such manner as the Court, from time to time, shall respectively determine and call up, except only that, no Call shall exceed $50 a Share.

ARTICLE 26.--The amount of the Shares in the Additional Capital shall be paid up by such deposits and instalments as the Court, from time to time, shall respectively determine and call up, so as to enable the Court to raise the whole of the Additional Capital in the mater and within the respective times required by the said Ordinance, or sooner, if the Court thinks fit, except only that no such Call shall exceed the amount, if any, which the Company by the resolution authorizing the raising of the Additional Capital shall determine.

ARTICLE 27--As between the Shareholders and their respective real and personal representatives, the Shares shall be to all intents and purposes of the quality of personal estate, and every Shure shall be indivisible.

ARTICLE 28.—All the Shares of every Shareholder, as well as all dividends and profits, from time to time, payable to him out of the finds of the Company, shall be always subject to a lien thereon in favor of the Company for all monies, from time to time, due from him to the Company in respect of any Call or any debt due to the Company either in respect of Cush advances or balances, or running Bills or Notes, or on account generally from him aloue, or jointly, or in partnership with any other Person or Persons; and the Company shall be entitled to have the Ben made available as the first charge on the Shares by sale of the Shares, and in case of such sale, the transfer of such Shares by any Officer of the Company appointed by the Court shall be deemed good and sufficient transfer of the property in such Shares to the purchaser thereof, and the Company shall retain and apply the monies arising by such sale, for which the receipt of any such Dilicer as aforesaid shall be a sufficient discharge, or any dividends or profits thereof in or towards repayment of the monies so dre to the Company. And in the event of any action or suit being brought by such Shareholder or bis representative against the Company for the recovery of any such dividends or profits, the Company may plead the present provision in justification of the retention thereof. Provided always that nothing in thús article shall by implication or otherwise, protect any Share, dividends, or profits from any liability under these presents to be forfeited for the benefit of the Company, or authorize the Company to advance money on the security of any Share.

ARTICLE 29.---No Share shall be purchased by or on behalf of the Company, and no advance of moncy, or security for money shall be made by or on behalf of the Company to any Person on the security of any Share in the Company.

Certificates of Shares.

ARTICLE 30.-On demand by the registered bolder of any Share the Court shall deliver to him a Certificate of the ownership of the Share, and such Certificate shall have the Seal affixed thereto, and shall specify the Share to which he is entitled, and many be in such form as the Court, from time to time, prescribe, and until otherwise so prescribed, may be in the form prescribed in the first Schedule hereto, or to the like effect; and the first Certificate of a Share shall be delivered gratis, but for every subsequent Certificate so delivered the Company may demand and take a fee pot exceeding Half a Dollar a Share.

ARTICLE 31-When any Certificate is worn out or damaged and produced to the Court, they ney order it to be cancelled, and shall thereupon deliver another similar Certißeate to the Person in whom the property of the worn out or damaged Certificate and of the Share therein specified is, according to the provisions of these presents, then vested.

ARTICLE 82.--When any Certificate is lost or destroyed, and proof thereof is given to the satisfaction of the Court, they may thereupon deliver another similar Certificate to the Person in whom the property of the lost or destroyed Certificate, and of the Share therein specified is, according to the provisions of these presents, then vested. Provided always that if such proof be not, in the judgment of the Court, absolutely conclusive of the loss or destruction of the Certificate alleged to be lost or destroyed, the Court, if in their discretion they think fit so to do, but not otherwise, may require such guarantee or indemnity as they think fit before delivering the new Certificate.

ARTICLE 33.--Where a Share is forthited and the Certificate thereof is not delivered up to the Company, the Court may issue a new Certificate of the Share, distinguishing it as they think fit from the Certificate so not delivered up.

Calls.

ARTICLE 34.--Notice of every Call which the Court, from time to time, require the Shareholders to pay shall be notified by a letter seat to every Shareholder by post, and addressed to him at his Address in the Shareholders' Address Book, notifying to hún the amount and the time, and the place for payment of the Calls.

ARTICLE 35.-The Court, from time to time, at their discretion, may extend the time fixed for the payment of any Call, and may extend such time as to all or any of the Shareholders whom, from residence beyond seas or other cause, the Court may deen entitled to such extension; but no Shareholder shall be entitled to any such extension except as a matter of grace and favor.

ARTICLE 36--If any Call remain unpaid after the time fixed or allowed for payiount thereof, the Person liable to pay the same shall pay interest thereon at such rate per cent, per annum as the Court, from time to time, may prescribe, and shall also. unless the Court otherwise order, forfeit for the benefit of the Company all dividends and interest declared or appropriated or payable upon or in respect of his Shares during the time while such Call or any interest thereon remains unpaid.

ARTICLE 37.-The Court may, from time to time, receive from any Shareholder, in anticipation of any future Calls, the whole or part of the amount remaining unpaid on his Shares, and, out of the funds of the Company, may pay to such Shareholder interest on the amount so paid in advance, after such rate as the Court may, from time to time, think fit, or as shall be agreed upon between them, or in lieu of such interest, may at the time of such advance allow such discount as shall be agreed upon between them.

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