ARTICLE 62.-No Person shall be entered in the Register of Shareholders as the holder of any Share, unless and until he, by Deed, under his hand and seal, bind himself, his heirs, executors, administrators, and assigns, to the satisfaction of the Court, to perform and abide by all the duties and obligations of a Shareholder in respect of such Share.
ARTICLE 68. –No lawful claimant of a Share shall be entered as the holder thereof, unless and until he deliver at such Office or place as aforesaid, a Notice in writing sufficiently specifying the Share claimed by him, and the Name of the last registered Holder thereof, and the means and evidence by which the claimant makes out or supports his title thereto, nor in the case of a claimant by virtue of a Will, or by reason of intestacy, unless the claimant leave at such Office or place as aforesaid for Seven Days, the Probate of the Will, or the Letters of Administration, or such Official copy, or such sufficient official extract therefrom, as shall be satisfactory to the Court, nor in the case of a claimant in right of marriage, unless the claimant leave at the Office for Seven Days, a Certificate or other sufficient evidence of the marriage, nor in case of a claimant as committee or receiver of the estate of a Shareholder being idiot or lunatic, or non compos mentis, unless the claimant leave at such Office or place as aforesaid for Seven Days, the Order or Certificate evidencing his appointment, or an official copy thereof, nor in case of a claimant as assignee in Bankruptcy or otherwise by operation of law, unless the claimant leave at such Office or place as aforesaid for Seven Days, the Certificate of Appointment, or vesting Order, or other instrument under which he claims, or an official copy thereof, nor in ease of any claim, unless the claimant, in addition to such particulars, furnish such other evidence (if any) in support of his claim, as the Court shall reasonably require.
ARTICLE 64.-No lawful claimant of a Share claiming as Legatee or next of kin, and whether or not he be also executor or administrator of a deceased Shareholder, shall by virtue of the bequest or intestacy only, be entitled to be entered in the Register of Shareholders, or to be in anywise treated or recognized as the Owner of such Share, unless and until the executor or administrator of the deceased Shareholder by some sufficient writing under his hand, and to the satisfaction of the Court, assent to the vesting of the Share in the claimant.
ARTICLE 65---If any Shareholder die or become an incapacitated Shareholder, and any Share of such deceased or incapacitated Shareholder be not within Four Years after the decease or incapacity of the Shareholder claimed by a lawful claimant of the Share, so as to entitle him to be entered according to those presents, in the Register of Shareholders, as the Holder of the Share, then the Share and all dividends and profits accruing thereon after the decease or incapacity of the deceased or Incapacitated Shareholder, and all other rights and interests in the Company and the property thereof, in respect of the Share as from such decease or incapacity, shall be liable to forfeiture for the benefit of the Company, and the same may be declared by the Court to be forfeited accordingly.
ARTICLE 66. The preceding Article 64, shall not apply to the case of an infant Shareholder, while he is such infant.
ARTICLE 67--Where Two or more Persons are registered as the Joint holders of the same Share, then such Persons shall, for the purpose of survivorship only, be considered as joint tenants, and as between the Company on the one hand, and themselves on the other, and without respect to their rights as between themselves, the One whose Name stands first for the time being on the Register as One of such Joint Shareholders shall, to the exclusion of the other or others, be treated by the Company as if he were the sole holder and be entitled to exercise in respect of the Share, the privileges of a Shareholder, but not Transfer Shares.
ARTICLE 68.-Provided that, when Two or more Persons are the Joint-holders of a Share, the receipt, from time to time, of any One or more of them, shall be a sufficient discharge to the Company for all dividends and profits payable in respect of the Share and therein expressed to be received.
ARTICLE 69.-Except only so far as is by these presents expressly provided with respect to any right of a lawful claimant of a Share, the Company shall not in any case take any notice or be in any way affected with notice of any trust, lien, charge, incumbrance or equitable right or interest affecting, or any partial contingent or any future interest in a Share, but in every case, except as otherwise provided by Articles 66 and 67, the Person, from time to time, entered in the Register of Shareholders as the Holder of a Share, shall, as regards the Company, be recognized and treated as the sole and absolute Owner at law and in equity of the Share.
ARTICLE 70.--As between the Company on the one hand, and a Shareholder, his heirs, executors, or administrators, and all Persons claiming by virtue of any trust, lien, charge, incumbrance, or equitable right or interest, affecting, or any partial contingent or future interest in his Share, on the other hand, the duties and obligations of a Shareholder in respect to the Share, shall be performed and observed by the Shareholder, his heirs, executors, and administrators, and the Company shall not have any right, remedy, or claim whatsoever, in respect of any such duty or obligation against any other Person so claiming.
ARTICLE 71----Provided that in the case of Two or more joint-holders of a Share, the duties and obligations of a Shareholder in respect of the Share, shall be performed and observed by all those joint-holders, their respective heirs, executors, administrators and assigns, and the rights, remedies, claims and demands of the Company in respect of the Share, shall attach on them accordingly.
ARTICLE 72.-No Shareholder shall be holder at any One time of more than Four thousand Shares in the Company.
Notices to Shareholders.
ARTICLE 73.-In every case in which Notice is by these presents required, or is otherwise necessary to be given to a Shareholder, and not herein otherwise provided, it shall be sufficient to give the notice by a circular letter, and to address it to the Shareholder according to his place of Address, whether in Hongkong or elsewhere, in the Shareholders' Address Book, and either to deliver it to him personally, or to leave it at his place of Address, or to send it by public post; and every Notice so sent by post shall be deemed to be delivered at the time at which, in the ordinary course, it ought to be delivered at the place to which it is addressed.
ARTICLE 74.-In every case of joint-holding of a Share, all circulars and other letters and notices so addressed and delivered, left or sent to any One or more of the joint-holders of such Share, shall be considered as having been addressed and delivered, left or sent to all of them; and all such joint-holders shall be bound thereby, and be deemed to have received notice thereof.
ARTICLE 75.-Every circular and other letter and notice, so addressed and delivered, left or sent to any Shareholder then deceased, and, notwithstanding the Company have notice of his decease, shall, for all the purposes of these presents, with respect to every Share of which he then appears, by the Company's books, to be registered holder, and all rights, remedies, claims, and demands of the Company relating thereto, be deemed to be duly served on his heirs, executors, and administrators, and every of them.
General Meetings.
ARTICLE 76.-An Ordinary Meeting shall be held twice in every Year, after the date of this Deed, and the Ordinary Meetings to be, from time to time, held, and the places and times at which they shall be held may, from time to time, be prescribed by the Court or by a General Meeting, and unless and until otherwise prescribed, an Ordinary Meeting shall be held in the Month of February in every Year and another in the Month of August in every Year.
ARTICLE 77.---Every General Meeting shall be held at some place in Hongkong, and until any other time and place shall be determined on, as in the next article mentioned, shall be held at some convenient place, to be fixed by the Court, in the Colony of Hongkong.
ARTICLE 78.-The hour and place for holding every Ordinary Meeting shall, from time to time, be determined by the Court.
ARTICLE 79.-All Extraordinary Meeting may be convened by the Court as often as they think fit.
ARTICLE 80.- Where a Requisition, under the hands of Twenty or more Shareholders, being holders of not less, in aggregate, than Two thousand Shares, and (except as regards Persons being parties to this Deed of Settlement, and the Shares for which they shall have originally subscribed the same), having been such holders during not less than Three Months, is addressed to the Court, and delivered to any Two or more of the Directors, or to the Manager at the Head Office, requiring the Court to convene an Extraordinary Meeting for any particular purpose, and within a time respectively specified in the Requisition, the Court shall convene the Meeting accordingly.
ARTICLE 81--If the Court fail to comply with any such Requisition within Ten Days after the Day of the delivery of the Requisition, the Requisitionists may convene the Meeting for the purpose so specified, but not for any other purpose; and the Meeting so convened, may be held accordingly, but only within a time not later than One Month after the expiration of the time specified in the Requisition.
ARTICLE 82.—An Extraordinary Meeting shall be held only at some place where an Ordinary Meeting might then lawfully be held.
ARTICLE 83. Every General Meeting shall be constituted sufficiently for the adjournment thereof, but for that purpose only, if Fifteen Shareholders only be present thereat; and sufficiently for the choice of a Chairman, and the declaration of a dividend recommended by the Court, but for those purposes only, if Thirty Shareholders only be present thereat; and may be closed or adjourned by the Person or Persons present, when half an hour has elapsed from the time fixed for holding it, if a quorum of Shareholders for the transaction of business thereat, other than the business mentioned, or the choice of a Chairman, or the declaration of a dividend recommended by the Court, be not then assembled.
ARTICLE 84.-Any General Meeting, whether Original or Adjourned, may be adjourned, from time to time, or from Day to Day, or until any Day not more than Two Months after the Day or last Day of adjournment; and it shall be competent to the Chairman of any General Meeting to adjourn any such Meeting, if he shall think fit, and to appoint the time and place at which such Adjourned Meeting shall be held.
ARTICLE 85.-An Adjourned General Meeting shall be considered as a continuation of the Original Meeting of which it is the adjournment, and incompetent in any case to transact or discuss any business, save such as was left unfinished, or might have been properly transacted or discussed at the Original General Meeting; unless notice, as for an Original General Meeting, be given of the time and place of holding such Adjourned General Meeting, and of the business to be transacted or discussed thereat.
ARTICLE 86-Notice of every General Meeting shall be given by circular letter to every Shareholder having an Address in Hongkong in the Shareholders' Address Book, and also by advertisement in One or more daily newspapers, printed and circulated in Hongkong; such letter and advertisement, being sent and inserted not more than Two Months or less than Ten Days before the Day appointed for holding the Meeting.
ARTICLE 87.--Any Ordinary Meeting may discuss and transact any business brought under consideration by any report thereto of the Court, and also the business of electing Directors and Auditors.
ARTICLE 88.--Any Ordinary Meeting may act as an Extraordinary Meeting in discussing and transacting thereat any business of which special notice has been given in the notice calling the Meeting.
ARTICLE 89.-No business shall be discussed or transacted at an Extraordinary Meeting, except the business specified in the notice calling the Meeting, and any business necessarily incident thereto or consequential thereon.
ARTICLE 90,-The quorum of a General Meeting for transacting or discussing any business, a Chairman, or declaring a dividend recommended by the Court, or except that of appointing or adjourning the Meeting, shall be Forty Shareholders, holding, in the aggregate, at least Five thousand Shares, present in Person.
ARTICLE 91.-No business shall be transacted or discussed at any General Meeting, save the appointment of a Chairman or the adjournment of the Meeting while the Chair is vacant.
ARTICLE 92.-The Person to take the Chair at every General Meeting, shall be the Chairman of the Court, or, in his absence, the Deputy-Chairman, or, in his absence, One of the other Directors present, appointed by the Shareholders present, or, in the absence of all the Directors, One of the Shareholders present.
the seal of the Company, which shall be sufficient proof that the
ARTICLE 62.-No Person shall be entered in the Register of Shareholders as the holder of any Share, unless and until he, by Deed, under his hand and seal, bind himself, his heirs, executors, administrators, and assigns, to the satisfaction of the Court, to perforin and abide by all the duties and obligations of a Shareholder in respect of such Share.
ARTICLE 68. –No lawful claimant of a Share shall be entered as the holder thereof, unless and until be deliver at such Office or place as aforesaid, a Notice in writing sufficiently specifying the Shure claimed by him, and the Name of the last registered Holder thereof, and the means and evidence by which the claimant inakes out or supports his title thereto, nor in the case of a claimant by virtue of a Will, or by reason of intestacy, unless the claimant leave at such Office or place us aforesaid for Seven Days, the Probate of the Will, or the Letters of Administration, or such Official copy, or such sufficient official extract therefrom, as shall be satisfactory to the Court, nor in the case of a claimant in right of marriage, unless the claimant leave at the Office for Seven Days, a Certificate or other sulti- cient evidence of the marriage, nor in case of a claimant as committee or receiver of the estate of a Shareholder being idiot or lunatic, or non compos mentis, unless the claimant leave at such Office or place as aforesaid for Seven Days, the Order or Certifiente evidencing his appointment, or an official copy thereof, nor in case of a claimant as assignee in Bankruptcy or otherwise by operation of law, unless the claimant leave at such Office or place as aforesaid for Seven Days, the Certificate of Appoint ment, or vesting Order, or other instrument under which he claims, or an official copy thereof, nor in ease of any clain, unless the claimant, in addition to such particulars, furnish such other evidence (if any) in support of bis claim, as the Court shall reasonably require.
ARTICLE €4.-No lawful claimant of a Share claiming as Legatee or next of kin, and whether or not be be also exccutor or administrator of a deceased Shareholder, shall by virtue of the bequest or intestery only, be entitled to be entered in the Register of Shareholders, or to be in anywise treated or recognized as the Owner of such Share, unless and until the exccator or administrator of the deceased Shareholder by setne sufficient writing under his hand, and to the satisfaction of the Court, assent to the resting of the Share in the claimant,
ARTICLE 65---It any Shareholder die or beccrue an incapacitated Shareholder, and any Share of such deceased or incapacitated Shareholder he not within Four Years after the decease or incapacity of the Shareholder claimed by a lawful claimant of the Share, so as to entitle him to be entered according to those presents, in the Register of Shareholders, as the Holder of the Share, then the Share and all dividends and profits secruing thereon after the decease ce incapacity of the deceased or Incapacitated Shareholder, and all other rights and interests in the Company and the property thereof, in respect of the Share as from such deccase or incapacity, shall be liable to forfeiture for the benefit of the Company, and the same may be declared by the Court to be forfeited accordingly.
ARTICLE €6. The preceding Article 64, shall not apply to the case of an infaut Shareholder, while he is such infant.
ARTICLE 67--Where Two or more Persons are registered as the Joint holders of the same Share, then such Persons shall, for the purpose of survivorship only, be considered as joint tenants, and as between the Company on the one hand, and themselves on the other, and without respect to their rights as between themselves, the One whose Name stands first for the time being on the Register as One of such Joint Shareholders shall, to the exclusion of the other or others, be treated by the Company as if he were the sole holder and be entitled to exercise in respect of the Share, the privileges of a Shareholder, but not Transfer Shares.
ARTICLE 68.-Provided that, when Two or more Persons are the Joint-holders of a Share, the receipt, from time to time, of any One or more of them, shall be a sufficient discharge to the Company for all dividends and profits payable in respect of the Share and therein expressed to be received.
ARTICLE 09.-Except only so far as is by these presents expressly provided with respect to any right of a lawful claimant of a Share, the Company shall not in any case take any notice or be in any way affected with notice of any trust, lien, charge, incumbrance or equitable right or interest affecting, or any partial contingent or any future interest in a Share, but in every case, except as otherwise provided by Articles 66 und 67, the Person, from time to time, entered in the Register of Shareholders as the Holder of a Share, shall, as regards the Company, he recognized and treated as the sole and absolute Owner at law and in equity of the Share.
ARTICLE 70.--As between the Company on the cue haud, and a Shareholder, his heirs, executors, or administrators, and all Persons claining by virtue of any trust, lien, charge, incumbrance, or equit- able right or interest, affecting, or any partial contingent or future interest in his Share, on the other hand, the duties and obligations of a Shareholder in respect to the Share, shall be performed and observed by the Shareholder, his heirs, executors, and administrators, and the Company shall not have any right, remedy, or clain whatsoever, in respect of any such duty or obligation against any other Person so claiming.
ARTICLE 71----Provided that in the case of Two or more joint-holders of a Share, the duties and obligations of a Shareholder in respect of the Share, shall be performed and observed by all those joint- holders, their respective heirs, executors, administrators and assigns, and the rights, remedios, claims and demands of the Company in respect of the Share, sball attach on them accordingly.
ARTICLE 72.-No Shareholder shall be holder at any One time of more than Four thousand Shares in the Company.
Notices to Shareholders.
ARTICLE 73.-In every case in which Notice is by these presents required, or is otherwise necessary to be given to a Shareholder, and not herein otherwise provided, it shall be sufficient to give the notice by a circular letter, and to address it to the Shareholder according to his place of Address, whether in Hongkong or elsewhere, in the Shareholders' Address Book, and either to deliver it to him personally, or to leave it at his place of Address, or to send it by public post; and every Notice so sent by post shall be deemed to be delivered at the time at which, in the ordinary course, it ought to be delivered at the place to which it is addressed.
ARTICLE 74.-In every case of joint-holding of a Share, all circulars and other letters and notices so addressed and delivered, left or sent to any One or more of the joint-holders of such Share, shull be considered as having been addressed and delivered, left or sent to all of them; and all such joint-holders shall be bound thereby, and be deemed to have received notice thereof.
t
0
; }
ARTICLE 75.-Every circular and other letter and notice, so addressed and delivered, left or sent to any Shareholder then deceased, and, notwithstanding the Company have notice of his decease, shall, for all the purposes of these presents, with respect to every Share of which he then appears, by the Company's books, to be registered holder, and all rights, remedice, claims, and demands of the Company relating thereto, be deemed to be duly served on his heirs, cxecutors, and administrators, and every of them.
General Meetings.
ARTICLE 76.-An Ordinary Meeting shall be held twice in every Year, after the date of this Deed, und the Ordinary Meetings to be, from time to time, held, and the places and times at which they shall be held may, from time to time, be prescribed by the Court or by a General Meeting, and unless and until otherwise prescribed, an Ordinary Meeting shall be held in the Month of February in every Year and another in the Month of August in every Year.
ARTICLE 77.---Every General Meeting shall be held at some place in Hongkong, and until any other time and place shall be determined on, us in the next article mentioned, shall be held at some convenient place, to be fixed by the Court, in the Colony of Hongkong.
ARTICLE 78.-The hour and pince for holding every Ordinary Meeting shall, from time to time, be determined by the Court.
tit.
ARTICLE 79.-AU Extraordinary Meeting may be convened by the Court as often as they think
ARTICLE 80.- Where a Requisition, under the hands of Twenty or more: Shareholders, being holders of not less, in aggregate, than Two thousand Shares, and (except as regards Persons being parties to this Deed of Settlement, and the Shares for which they shall have originally subscribed the sane), having been such holders during not less than Three Months, is addressed to the Court, and delivered to any Two or more of the Directors, or to the Manager at the Head Office, requiring the Court to convene an Extraordinary Meeting for any particular purpose, and within a time respectively specified in the Requisition, the Court shall convene the Meeting accordingly.
ARTICLE 81--If the Court fail to comply with any such Requisition within Ten Days after the Day of the delivery of the Requisition, the Requisionists may convene the Mecting for the purpose
so specified, but not for any other purpose; and the Meeting so convened, may be held accordingly, but only within a time not later than One Month after the expiration of the time specified in the Requisition.
ARTICLE 82.—An Extraordinary Meeting shall be held only at some place where an Ordinary Meeting might then lawfully be held.
ARTICLE 83. Every General Meeting shall be constituted sufficiently for the adjournment thereof, but for that purpose only, if Fifteen Shareholders only be present thereat; and sufficiently for the choice of a Chairman, and the declaration of a dividend recommended by the Court, but for those purposes only, if Thirty Shareholders only be present thereat; and may be closed or adjourned by the Person or Persons present, when half an hour has elapsed from the time fixed for holding it, adjourn- if a quorum of Shareholders for the transaction of business thereat, other than the business meul, or the choice of a Chairman, or the declaration of a dividend recommended by the Court, be not then assembled.
ARTICLE 84.-Any General Meeting, whether Original or Adjourned, may be adjourned, from time to time, or from Day to Day, or until any Day not more than Two Months after the Day or last Day of adjournment; and it shall be competent to the Chairman of any General Meeting to adjourn any such Meeting, if he shall think fit, and to appoint the time and place at which such Adjourned Meeting shall be held.
ARTICLE 85.-An Adjourned General Meeting shall be considered as a continuation of the Original Meeting of which it is the adjournment, and incompetent in any case to transact or discuss any business, save such as was left unfinished, or might have been properly transacted or discussed at the Original General Meeting; unless notice, as for an Original General Meeting, be given of the time and place of holding such Adjourned General Meeting, and of the busless to be transacted or discussed thereat.
ARTICLE 86-Notice of every General Meeting shall be given by circular letter to every Shore- holder having an Address in Hongkong in the Shareholders' Address Book, and also by advertisement in One or more daily newspapers, printed and circulated in Hongkong; such letter and advertisement, being sent and inserted not more than Two Months or less than Ten Days before the Day appointed for holding the Mecting.
ARTICLE 87.--Any Ordinary Meeting may discuss and transact auy business brought under consideration by any report thereto of the Court, and also the business of electing Directors and Auditors. ARTICLE 88.--Any Ordinary Meeting may act as an Extraordinary Meeting in discussing and transacting thereat any business of which special notice has been given in the notice calling the Meeting. ARTICLE 88,-No business shall be discussed or transacted at an Extraordinary Meeting, except the business specified in the notice calling the Meeting, and any business necessarily incident thereto or consequential thereon.
ARTICLE 90,-The quorum of a General Meeting for transacting or discussing any business, a Chairman, or declaring a dividend recommended by the Court, or except that of appointing adjourning the Meeting, shall be Forty Shareholders, holding, in the aggregate, at least. Five thousand Shures, present in Person.
ARTICLE 91.-No business shall be transacted or discussed at any General Meeting, save the appointment of a Chairman or the adjournment of the Meeting while the Chair is vaczut.
ARTICLE 92.-The F'erson to take the Chair at every General Meeting, shall be the Chairman of the Court, or, in his absence, the Deputy-Chairman, or, in his absence, One of the other Directors present, appointed by the Shareholders present, or, in the absence of all the Directors, One of the
13
No comments yet.
Private notes are available after approval.