HONGKONG, APRIL 24TH, 1876.
LEGISLATIVE COUNCIL. The Legislative Council met on Saturday. There were present:-
H.E. the GOVERNOR.
Hon. Sir J. SMALE, Chief Justice. Hon. J. G. AUSTIN, C.M.G., Colonial Secretary. Hon. J. BRAMSTON, Attorney-General. Hon. C. MAY, Acting Colonial Treasurer. Hon. P. RYRIE.
Hon. H. LOWCOCK.
Hon. W. KESWICK.
THE MINUTES.
The CLERK OF COUNCILS (Mr. Wodehouse) read the minutes of last meeting, which were confirmed and signed.
THE CHINA TRADERS' INSURANCE COMPANY. The GOVERNOR-The next business is the Bill to authorise the China Traders' Insurance Company, Limited, to subdivide its shares. Before we proceed I would propose that a memorial which has been presented be read to the Council,
The petition was then read. It was signed by about sixty shareholders, and its prayer was merely in support of the Bill,
Mr. RYRIE-A great many of the names appended have been signed by their attorneys.
The CLERK said that was so.
The ATTORNEY-GENERAL moved that the preamble of the Bill be read.
The preamble was read as follows -- "Whereas The China Traders' Insurance Company, Limited,' is a public company duly incorporated and limited by shares under the provisions of 'The Companies Ordinance, 1862,' and whereas the Memorandum of Association of the said Company provides that the Capital of the Company is one million of dollars divided into two hundred shares of five thousand dollars each, and whereas the whole of the said shares have been issued and the sum of fifteen hundred dollars has been paid up on each share, and whereas the said Company has found that shares of five thousand dollars each are too large for the advantageous management of the affairs of the Company, and the Company is therefore desirous of subdividing the existing shares into shares of smaller amount, and whereas the said Company in order to effectuate its desire has applied to the Governor to confer upon it the necessary powers therefor by means of this Ordinance, and whereas the said Governor has consented so to do upon the terms and conditions hereinafter contained; Be it therefore enacted by the Governor of Hong-kong, with the advice of the Legislative Council thereof."
Mr. H. H. Nelson, the chairman of the China Traders' Company was then called upon to give evidence,
The CHIEF JUSTICE remarked that as the Council were now acting as a Court of Judicature and had to adjudicate on evidence, the witnesses should be sworn as was done in enquiries on private Bills in England.
The COLONIAL SECRETARY thought it would be a very inconvenient precedent, and after some discussion the Chief Justice waived his suggestion,
The examination of Mr. Nelson was then proceeded with.
The ATTORNEY-GENERAL-Are you the Chairman of the China Traders' Insurance Company?
Mr. NELSON-I am.
The ATTORNEY-GENERAL-Have you the Memorandum of Association of the Company with you?
Mr. NELSON-I produce it.
The ATTORNEY-GENERAL-Have you also your certificate of registration?
Mr. NELSON-Yes, the Secretary will produce it.
The certificate was then read.
The ATTORNEY-GENERAL-The effect of that document is to constitute this Company an incorporated company with limited liability. Can you tell us how many of the 200 shares of the Company have been issued?
Mr. NELSON-The whole have been issued.
The CHIEF JUSTICE-All the shares have been subscribed for and taken?
Mr. NELSON-Yes, but there are a certain number of shares which have been forfeited to the Company. Seven shares have been forfeited to the Company on account of debts due by A Heard & Co. The subscriptions have been paid on all with the exception of the last call. These seven shares are held by the Company at the present time, and have not yet been reallotted.
The ATTORNEY-GENERAL-How much has been paid on the whole 200?
Mr. NELSON-$1,500 a share has been paid;
The ATTORNEY-GENERAL-And further upon the 193?
Mr. NELSON-Nothing whatever. On the 193, $1,500 per share has been paid up; on the 7, only $1,000 per share. I may be incorrect in reference to three or four shares in which a portion of the last call has not been paid.
The ATTORNEY-GENERAL-Then your preamble to the Bill goes on to say "that the Company has found that shares of $5,000 each are too large for the advantageous management of the Company." What proof can you give us of that?
Mr. NELSON-The only proof I can give is the expression of a number of people largely interested in the Company. Since my connection with the Company it has been frequently brought to my notice by people interested in it that the amount of the shares prevented desirable merchants from becoming shareholders. I have seen correspondence on the subject with the late Chairman of the Company, Mr. Heaton, in which the same views are urged.
The GOVERNOR-And as a matter of course the 64 who have signed this memorial hold that opinion?
Mr. NELSON-They do. They are nearly all the shareholders in Hongkong. There are but two or three shareholders in Hongkong who have not signed.
The CHIEF JUSTICE-But the signatures only represent 100 shares; there are 200?
Mr. NELSON-We have shareholders in other places whose signatures we have not been able to get.
Mr. RYRIE-Is it the amount paid up or the liability that is objected to?
Mr. NELSON-Some would object to the amount paid up, some to the liability.
The ATTORNEY-GENERAL-If the shares are reduced what would be the result?
Mr. NELSON-An extra business to the Company, in consequence of other people buying shares and bringing business.
Mr. KESWICK-Would it not be more correct to state here that the number of shares is too small instead of the amount of shares too large for the advantageous management of the Company?
Mr. NELSON-It might be stated the other way.
Mr. KESWICK-It will be, strictly speaking, more correct; the same thing applies.
Mr. RYRIE-Is it not a fact that gentlemen applying for shares to a company such as you are chairman of do not get as many as they apply for; and was it not so at the time this Company was formed?
Mr. NELSON-I don't know; I was not connected with it then.
Mr. RYRIE-The general rule is people apply for three or four, and are glad if they get one.
Mr. KESWICK-The object and aim of the Company is as to the number of shares not the amount?
Mr. NELSON-Both to extend the number and reduce the amount. I can produce a letter on the subject which shows that the amount is too great. I myself consider it too great.
The CHIEF JUSTICE-Has there been a duly constituted meeting of the Company to consider the propriety and desirability of having such an Ordinance as this passed?
Mr. NELSON-There has not been no meeting of the Company in reference to this. The directors are well assured-
The CHIEF JUSTICE-I am only asking the question. There was not such a meeting?
Mr. NELSON-There was not.
The GOVERNOR-The Bill is permissive to allow the Company to do what they pray for.
Mr. NELSON-Yes, it is to enable the Company to divide its shares.
The ATTORNEY-GENERAL-Nothing can be done under this Bill without two public meetings, one approving of the proposal by three-fourths, the other by a majority.
The CHIEF JUSTICE-Then you are of opinion that if the shares were more easily devisable the Company would be in a more prosperous state?
Mr. NELSON-Quite so.
Mr. RYRIE-What advantage do contributing shareholders get in your Company over non-contributing shareholders?
Mr. NELSON-That is not settled yet. The directors bind themselves in no way. They recommend a division of profits.
Page 174
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The Daily Press.
HONGKONG, APRIL 24TH, 1876.
LEGISLATIVE COUNCIL. The Legislative Council met on Saturday. There were present:-
H.E. the GOVERNOR.
Hon. Sir J. SMALE, Chief Justice. Hon. J. G. AUSTIN, C.M.G., Colonial Secretary. Hon. J. BRAMSTON, Attorney-General. Hon. C. MAY, Acting Colonial Treasurer. Hon. P. RYRIE.
Hon. H. LowCOCK.
Hon. W. KESWICK.
THE MINUTES.
The CLERK OF COUNCILS (Mr. Wodehonse) read the minutes of last meeting, which were confirmed and signed.
THE CHINA TRADERS' INSURANCE COMPANY. The GOVERNOR-The next business is the Bill to authorise the China Traders' Insurance Company, Limited, to subdivide its shares. Before we proceed I would propose that u memorial which has been presented be read to the Council,
The petition was then read. It was signed by about sixty shareholders, and its prayer was merely in support of the Bill,"
Mr. RYKIE-A great many of the names appended have been signed by their attorneys P
The CLERK said that was 50.
The ATTORNEY-GENERAL moved that the preamble of the Bill be read.
The preamble was read as followe -- "Whereas The China Traders' Insurance Company, Limited,' is a public company duly incorporated and limited by shares under the provisions of The Companies Ordinance, 1862,' and whereas the Memorandum of Association of the said Company provides that the Capital of the Company is one million of dollars divided into two hundred shares of five thousand dollars each, and whereas the whole of the said shares have been issued and the sum of fifteen hundred dollars bas been paid up on each share, and whereas the said Company has found that shares of five thousand dollars each are too large for the advantageous management of the affairs of the Company, and the Company is therefore desirous of subdividing the existing abares into shares of smaller amount, and whereas the said Company in order to effectuate its desire has applied to the Governor to confer upon it the necessary powers therefor by means of this Ordinance, and whereas the said Governor has consented so to do upon the terms and conditions hereinafter contained; Be it therefore enacted by the Governor of Hong- kong, with the advice of the Legislative Council thereof."
Mr. H. H. Nelson, the chairman of the China Traders' Company was then called upon to gave evidence,
The CHIEF JUSTICE remarked that as the Council were now acting as a Court of Judica- ture and bad to adjudicate on evidence, the} witnesses should be sworn as was done in enquiries on private Bills in England.
The COLONIAL SECRETARY thought it would be a very inconvenient precedent, and after some discussion the Chief Justice waived his suggestion,
The examination of Mr. Nelson was then proceeded with.
The ATTORNEY-GENERAL-Are yon-the Chairman of the China Traders' Insurance Company ?
Mr. NELSON-I am.
The ATTORNEY-GENERAL-Have you the Memorandam of Association of the Company with you?
Mr. NELSON-I produce it.
The ATTORNEY-GENERAL-Have you also your certificate of registration P
it,
Mr. NELSON-Yes, the Secretary will produce
The certificate was then read.
The ATTORNEY-GENERAL-The effect of that document is to constitute this Company an incorporated company with limited liability. Can you tell us how many of the 200 shares of the Company have been issued ?
Mr. NELSON-The whole have been issned. TheHIEF JUSTICE-All the shares bave been subscribed for and taken?
Mr. NELSON-Yes, but there are a certain number of shares which have been forfeited to the Company. Seven shares bave been forfeited to the Company on account of debts due by
A Heard & Co. The subscriptions have been paid on all with the exception of the last call, These seven shares are held by the Company xt the present time, and have not yet been reallotted.
The ATTORNEY-GENERAL-How much has been paid on the whole 2002
up.
Mr. NELSON-$1,500 a sbare has been paid;
The ATTORNEY-GENERAL-And further upon the 193?
nothing
Mr. NELSON--Nothing whatever. On the 193, $1.500 per share has been paid up; on the 7, only $1,000 per abare. I may be incorrect in reference to three or four shares in which a portion of the last call has not been paid.
The ATTORNEY-GENERAL-Then your pre-i amble to the Bill goes on to say "that the Company bas found that shares of $5,000 each are too large for the a vantageous management of the Company." What proof can you gave os of that?
Mr. NELSON The only proof I can give is the expression of a number of people largely interested in the Company. Since my connec- tion with the Company it has been frequently brought to my notice by people interested in it that the amount of the shares prevented de- sirable merchauts from becoming shareholders. I have seen correspondence on the subject with the late Chairman of the Company, Mr. Heaton, in which the same views are urged.
The GOVERNOR-And as a matter of course the 64 who have signed this memorial hold that opinion P
Mr. NELSON-They do. They are nearly all the sbarebolders in Hongkong. There are but two or three shareholders in Hongkong who have not signed.
The ОHIEF JUSTICE-But the signatures only represent 100 shares; there are 200 P
Mr. NELSON-We have shareholders in other places whose signatures we have not been able to get.
Mr. RYBIE-Is it the amount paid up or the liability that is objected to ?
Mr. NELSON Some would object to the amount paid up, some to the liability.
The ATTORNEY-GENERAL-If the shares are reduced what would be the result P
Mr. NELSON-An extra businesss to the Company, in consequence of other people buy- ing shares and brining business.
Mr. KESWICK-Would it not be more correct to state here that the number of shares is too smail instead of the amount of shares too large for the advantageous management of the Company?
Mr. NELSON-It might be stated the other
Way.
Mr. KESWICK-It will be, strictly speaking, more correct; the same thing applies.
Mr. RTRIE-Is it not a fact that gentlemen. applying for shares to a company such as you are chairman of do not get as many as they apply for; and was it not so at the time this Company was formed ?
Mr. NELSON-I don't know; I was not con- nected with it then.
Mr. BYRIE-The general rule is people apply for three or four, and are glad if they get one.
Mr. KESWICK-The object and aim of the Company is as to the number of shares not the amount ?
Mr. NELSON-Both to extend the number and reduce the amount. I can produce a letter on the subject which shows that the amount is too great. I myself consider it too great.
The CHIEF JUSTICE-Has there been a duly constituted meeting of the Company to con. sider the propriety and desirability of having snet an Ordinance as th s passed P
There has
Mr. NELSON-There has not. been no meeting of the Company in reference to this. The directors are well assured-
The CHIEF JUSTICE-I am only asking the question. There was not such a meeting?
Mr. NELSON-There was not.
The GOVERNOR-The Bill is permissive to allow the Company to do what they pray for.
Mr. NELSON-Yes, it is to enable the Com- pany to divide its shares.
The ATTORNEY-GENERAL-Nothing can be done under this Bill without two public meet. ings, oue approving of the proposal by three- fourths, the other by a majority.
The CHIEF Justice-Tuen you are of opi- nion that if the shares were more easily devis- able the Company would be in a more pros- perons state?
Mr. NELSON-Quite go.
Mr. RYRIE-What advantago do contribut. ing shareholders got in your Company over non-contributing shareholders P
Mr. NELSON-That is not settled yet. The directors bind themselves in no way. They recommend a division of profits.
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