CO129-395 - Public Offices - 1912 — Page 479

Ordinance section 252) establish a place of business" in China. These will be dealt with as regards their business and assets in China as unregistered companies. The provisions of articles 252 and 253 also apply to them.

In view of the large number of companies, especially insurance companies, which do business through an agent and have no established place of business in China, we ought to make them register, possibly a slight amendment of the section of the Ordinance would bring them in, indeed sub-section (5) seems to contemplate them. But even so with foreign agents there is a blank in our powers difficult to fill. Sec, however, article 11.

1. A "China company "is a company registered Definitions. under the Ordinances for the purpose amongst others of carrying on business within the limits of the Principal Order, which has its shares fully paid up, and which has its registered office in China.

"The Ordinances" mean the Companies Ordi- nances, 1911 and 1912, of the colony of Hong Kong, including any future Ordinance amending or substituted for them, and approved by His Majesty's Principal Secretary of State for Foreign

Affairs.

"The Court" means the Court having jurisdic- tion under article 3.

I have defined China company, and I suppose it will

be defined in the amending Ordinance, but it is as well

that we should have the definition of a China company in our own legislation.

"The Court": I am not sure that this is not superfluous.

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2.-(1.) Subject to the provisions of this Order, Application of law.

the Ordinances shall, so far as circumstances

admit, apply to all British companies which have

a place of business established in China, and the provisions of "The Companies Act, 1908," or of any Act of the Imperial Parliament amending or substituted therefor, shall not apply to such British companies unless and until the Secretary. of State so orders.

(2.) Where in any section of the Ordinances reference is made or inferred to any Ordinance of the colony of Hong Kong, which has not been applied within the limits of the Principal Order, such section shall be read as though the corre- sponding enactment applicable in England were referred to therein.

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Rules of Court.

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The duties of the governor or of the Governor in Council or the Colonial Treasurer in the sections of the Ordinances herein mentioned shall in China be exercised by such officer and in such manner as the Secretary of State shall direct. The sections to which this article applies are 20, 120 (4),

141 (1), 185, 219, 253, 255, and 261.

For "solicitor" and "counsel" or "solicitor and counsel" is substituted "legal practitioner."

All fees and fines payable under this Order or the Ordinances in China may be paid in Hong Kong or Mexican dollars, which shall be taken for this

purpose to be equal in value.

Sub-article (2) is necessary, as the references in the Hong Kong Ordinance are naturally to Hong Kong law, whereas we have English law; the principal matters are bankruptcy and married woman's property. I notice that the Ordinance speaks of "misdemeanour” in several places without specifying the punishment for such misdemeanour as does the English Act. In such case, however, it is two years' imprisonment with or without hard labour, and I suppose the omission is immaterial.

Sub-article (3) provides for executive acts in China which must be performed by an officer of the Imperial Government in China. It does not interfere with the appointment of the deputy registrar for Shanghai by the governor or with many other acts which he performs in a legislative capacity.

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I have left some of the matters to the Judge under rule-making powers, and it may be thought that other matters may be so disposed of.

3-(1.) The Judge of the Supreme Court may, subject to the provisions of article 119 of the Principal Order, make Rules of Court for regu- lating in China the following matters -

(a.) Any matter which, under the Ordinance, is to be regulated by Rules of Court,

(b.) Prescribing a British-owned newspaper published in China wherein notices which, under the Ordinance or Rules of Court, require publica- tion in the "Gazette" shall be published.

(c.) The matters within the direction of the Colonial Treasurer in sections 149 and 217 of

The Companies Ordinance, 1911."

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(2.) Any rules in force in Hong Kong at the commencement of this Order relating to matters dealt with in the Ordinance shall, unles and until they are repealed by rules made under this article,