4
From Chang Shan, by way of Chiang Shan, it will pass southwards to the borders of P'u-ch'eng in Fuhkien.
From Yenchou it will pass through An, and then go westwards to Tun Hsi in Hsiu Ning, on Anhui border.
3. Besides the lines defined by the Company, any other lines which should be surveyed and undertaken in Chekiang, and which have not been indicated by the Company after further consideration, may be undertaken with the approval of the Board of Commerce provided that the enterprise is confined to bona fide Chekiang people with Chinese share-capital, and working under the rules of this Company and with the approval of this Company.
4. The Company shall only raise Chinese shares and undertake the construction themselves. Whole shares or fractions thereof can only be held by Chinese.
5. The lines indicated in section 2 will require a capital of about 40,000,000 dollars. The Company proposes first to raise 6,000,000 dollars as a commencement.
The remaining 34,000,000 dollars will be raised in instalments.
Note—While popular opinion is only just awakened, it is to be feared that it will be difficult to raise 40,000,000 dollars all at once. The Company will therefore either follow the special rules adopted in other provinces for raising funds for the construction of railways, or some modification thereof, in order to supplement the deficiency.
6. The Company will establish its general offices in the provincial capital of Chekiang. At Shanghae it will have the Shanghae branch of the Chekiang Railway offices, and at Peking it will also have its agency. As work approaches each prefectural or district city, agencies will be established there.
II.—Shares.
7. All shareholders to comply with the Company's regulations as approved by the Board and ratified by the Throne.
8. All shareholders, whether having official rank or not, to be on an equal footing in respect to treatment, receipt of dividends, &c.
9. Shares to be of 100 dollars each, with fractional shares of 10 dollars.
10. Interest at 7 per cent. per annum to be payable on shares from date of purchase, after notification to be made in the papers in the second month of the following year, and on production during the third month of interest warrants. Fractions of a year to count as such without benefit of intercalary months.
Note. Before traffic is opened, and while there is only expenditure without revenue, the interest at 7 per cent. will be guaranteed and furnished by the Governor and Provincial Treasurer out of official funds, and will be repaid afterwards by instalments out of profits.
11. As stated in section 4, 6,000,000 dollars are to be raised first as the initial capital of the Company. These shares shall be regarded as preference shares, and be entitled to a special grant of three-twentieths of any bonus which may accrue.
Note. Explains the above to be in accordance with practice of Companies in other countries.
12. Subscriptions for these preference shares will close at the end of the 8th month of this year (October 17, 1906), or at such prior date upon which the necessary sum has been completed. If not fully subscribed by the 17th October an extension will be made. Notice will be given in the papers when the preference share list is closed. Later applications will be rated as for ordinary shares.
Note. If, when the list for preference shares is closed, there is more than 6,000,000 dollars subscribed, such overplus shall also be entitled to the issue of preference shares.
13. Ordinary shares will bear the same interest and bonus as preference shares except for the special grant of bonus accorded to preference shares.
14. Shares must be paid for in full.
Note. If application be made for many shares, but the full amount is not paid up, shares will be issued for the amount of money actually paid.
5
15. Share certificates will be issued with interest coupons by the general office at Hangchow and the Shanghae office upon payment of the purchase money. Receipt forms will also be issued in the Prefectural districts and cities, and also in the ports of other provinces, under the charge of trustworthy agencies, where applications for shares can be made, and share certificates will then be issued against these by the Hangchow general office.
16. General meeting of shareholders, vide Rule III.
Till the Company is properly established the disposition of capital will be determined by the General Director and Assistant Director, in communication with the principal shareholders at Hangchow and Shanghae, of whom not less than three shall form a quorum.
17. The capital of the Company, in respect to any surplus over what is required for construction purposes, shall be dealt with by the General and Assistant Directors and the elected representatives of the shareholders.
18. The Company's share certificates shall be of five classes, viz.: 1-share, 5-share, 10-share, 50-share, and 100-share.
19. Describes form of share certificate.
20. Describes manner of keeping the Company's share register.
21. Shareholders, whether direct purchasers or purchasers by transfer, must be registered on the Company's books.
22. The Company, in case of complications arising out of hypothecation of shares, can only recognize the registered owner, and the holder of shares in pledge will only have recourse against such owner.
23. Transfers to be registered by the transferee, and the transaction to be examined by the Company within one month, when, if found to be in order, new scrip will be issued.
24. Loss of scrip to be reported; new scrip to be issued after due formalities have been observed.
25. Fees will be charged for all these transactions.
26. Chinese living abroad, whether natives of Chekiang or not, may take up shares on production of an introduction from the Chinese Minister or Consul or commercial guild.
27. Subscribers or agents who obtain subscriptions for 5,000 shares and upwards will be recommended for special rewards.
III—Shareholders' Meetings.
28. Meetings to be of two classes—ordinary and extraordinary.
29. Ordinary meetings to be held every year in the second month for presentation and passing of the year's report, accounts, &c.
30. Extraordinary meetings may be called by the Directors for any important business, or by not less than 20 per cent. of the shareholders.
31. No extraordinary meeting to be called within one month of the ordinary meeting.
32. Time and place of meeting to be notified to shareholders; no business other than that for which meeting is called to be discussed.
33. At any meeting of shareholders after one-fourth of the Company's share capital has been subscribed, and if one-tenth or more of the shareholders are present, resolutions can be passed.
34. A meeting not satisfying the above conditions as to quorum cannot pass resolutions, but the sense of such meeting may be circulated among absent shareholders, and a month's notice be given for another meeting, and at such second meeting resolutions can be passed without respect to any conditions as to quorum.
35. All holders of a complete share are entitled to express their views at meetings and to vote for election of directors, auditors, &c.
36. Fifty shares give one vote in passing resolutions, provided always that not more than twenty-five votes be vested in one person.
37. Such voters, in case of unavoidable absence from a meeting, may communicate their views to the Company in writing, and their vote shall count as if they were present at the meeting.
38. Individual shareholders may combine together to obtain one vote on the basis of fifty shares, and appoint a representative to act on their behalf, such proxy being duly named for the Company's information one day before the meeting.
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40
4
From Chang Shan, by way of Chiang Shan, it will pass southwards to the borders of P'u-ch'eng in Fuhkien.
From Yenchou it will pass through An, and then go westwards to Tun Hsi in Hsiu Ning, on Anhui border.
3. Besides the lines defined by the Company, any other lines which should be surveyed and undertaken in Chekiang, and which have not been indicated by the Company after further consideration, may be undertaken with the approval of the Board of Commerce provided that the enterprise is confined to bond fide Chekiang people with Chinese share-capital, and working under the rules of this Company and with the approval of this Company.
4. The Company shall only raise Chinese shares and undertake the construction themselves. Whole shares or fractions thereof can only be held by Chinese.
5. The lines indicated in section 2 will require a capital of about 40,000,000 dollars. The Company proposes first to raise 6,000,000 dollars as a commencement.
The remaining 34,000,000 dollars will be raised in instalments.
Note-While popular opinion is only just awakened, it is to be feared that it will be difficult to raise 40,000,000 dollars all at once. The Company will therefore either follow the special rules adopted in other provinces for raising funds for the construction of railways, or some modification thereof, in order to supplement the deficiency.
6. The Company will establish its general offices in the provincial capital of Chekiang. At Shanghae it will have the Shanghae branch of the Chekiang Railway offices, and at Peking it will also have its agency. As work approaches each prefectural or district city, agencies will be established there.
II.--Shares.
7. All shareholders to comply with the Company's regulations as approved by the Board and ratified by the Throne.
8. All shareholders, whether having official rank or not, to be on an equal footing
in respect to treatment, receipt of dividends, &c.
9. Shares to be of 100 dollars each, with fractional shares of 10 dollars.
10. Interest at 7 per cent, per annum to be payable on shares from date of purchase, after notification to be made in the papers in the second month of the following year, and on production during the third month of interest warrants. Fractions of a year to count as such without benefit of intercalary months.
Note. Before traffic is opened, and while there is only expenditure without revenue, the interest at 7 per cent, will be guaranteed and furnished by the Governor and Provincial Treasurer out of official funds, and will be repaid afterwards by instalments out of profits.
11. As stated in section 4, 6,000,000 dollars are to be raised first as the initial capital of the Company. These shares shall be regarded as preference shares, and be entitled to a special grant of three-twentieths of any bonus which may accrue.
Note. Explains the above to be in accordance with practice of Companies in other countries.
12. Subscriptions for these preference shares will close at the end of the 8th month of this year (October 17, 1906), or at such prior date upon which the necessary sum has been completed. If not fully subscribed by the 17th October an extension will be made. Notice will be given in the papers when the preference share list is closed. Later applications will be rated as for ordinary shares.
Note.If, when the list for preference shares is closed, there is more than 6,000,000 dollars subscribed, such overplus shall also be entitled to the issue of preference shares.
13. Ordinary shares will bear the same interest and bonus as preference shares except for the special grant of bonus accorded to preference shares.
14. Shares must be paid for in full.
Note. If application be made for many shares, but the full amount is not paid up, shares will be issued for the amount of money actually paid.
5
15. Share certificates will be issued with interest coupons by the general office at Hangchow and the Shanghae office upon payment of the purchase money. Receipt forms will also be issued in the Prefectural districts and cities, and also in the ports of other provinces, under the charge of trustworthy agencies, where applications for shares can be made, and share certificates will then be issued against these by the Hangchow general office.
16. General meeting of shareholders, vide Rule III.
Till the Company is properly established the disposition of capital will be determined by the General Director and Assistant Director, in communication with the principal shareholders at Hangchow and Shanghae, of whom not less than three shall form a
quorum.
17. The capital of the Company, in respect to any surplus over what is required for construction purposes, shall be dealt with by the General and Assistant Directors and the elected representatives of the shareholders.
18. The Company's share certificates shall be of five classes, viz.: 1-share, 5-share, 10-share, 50-share, and 100-share.
19. Describes form of share certificate.
20. Describes manner of keeping the Company's share register.
21. Shareholders, whether direct purchasers or purchasers by transfer, must be registered on the Company's books.
22. The Company, in case of complications arising out of hypothecation of shares, can only recognize the registered owner, and the holder of shares in pledge will only have recourse against such owner.
23. Transfers to be registered by the transferee, and the transaction to be examined by the Company within one month, when, if found to be in order, new scrip will be issued.
24. Loss of scrip to be reported; new scrip to be issued after due formalities have
been observed.
25. Fees will be charged for all these transactions.
26. Chinese living abroad, whether natives of Chekiang or not, may take up shares on production of an introduction from the Chinese Minister or Consul or commercial guild.
27. Subscribers or agents who obtain subscriptions for 5,000 shares and upwards will be recommended for special rewards.
III-Shareholders' Meetings.
28. Meetings to be of two classes-ordinary and extraordinary.
29. Ordinary meetings to be held every year in the second month for presentation and passing of the year's report, accounts, &c.
30. Extraordinary meetings may be called by the Directors for any important business, or by not less than 20 per cent, of the shareholders.
31. No extraordinary meeting to be called within one month of the ordinary meeting.
32. Time and place of meeting to be notified to shareholders; no business other than that for which meeting is called to be discussed.
33. At any meeting of shareholders after one-fourth of the Company's share capital has been subscribed, and if one-tenth or more of the shareholders are present, resolutions can be passed.
34. A meeting not satisfying the above conditions as to quorum cannot pass resolutions, but the sense of such meeting may be circulated among absent shareholders, and a month's notice be given for another meeting, and at such second meeting resolutions can be passed without respect to any conditions as to quorum,
35. All holders of a complete share are entitled to express their views at meetings and to vote for election of directors, auditors, &c.
36. Fifty shares give one vote in passing resolutions, provided always that not more than twenty-five votes be vested in one person.
37. Such voters, in case of unavoidable absence from a meeting, may communicate their views to the Company in writing, and their vote shall count as if they were present at the meeting.
38. Individual shareholders may combine together to obtain one vote on the basis of fifty shares, and appoint a representative to act on their behalf, such proxy being duly named for the Company's information one day before the meeting.
C
(2183-8)
40
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