CO129-395 - Public Offices - 1912 — Page 480

5

476

4

apply, so far as circumstances admit, within the limits of the Order.

It will be necessary to see these rules, and I am asking for them.

the Courts.

4.-(.) All jurisdiction exercisable by the Jurisdiction of Court under the Ordinances shall be exercised by His Britannic Majesty's Supreme Court for China: Provided that, subject to the provisions of this Order, no Order shall be made under the Ordi- nances by any of His Majesty's Courts in China. in the case of a company registered under the Ordinance other than a China company.

(2.) All offences under the Ordinances made punishable by fine may be prosecuted summarily under article 48 of the Principal Order as amended by article of "The China Order in Council,

1912."

This article provides our share of the reciprocity arrangement with Hong Kong as to the exercise of jurisdiction under the Ordinances. I cannot imagine anything more irksome to business than that it should be open to any person to call in aid the Hong Kong Court for administrative matters in connection with a company. Look, for instance, at sections 98 and 110 (2). There are many others. and I have picked out these two at random. In the same way, though a Hong Kong company has a branch of its business in China, I do not think the China Court ought to make Orders under the Ordinances, but that application should be made to the Hong Kong Court. If, however, the Hong Kong Government persist in main- taining jurisdiction over China companies the proviso must come out, and we must treat Hong Kong companies as unregistered. I need hardly point out that it is not sought to deprive the Hong Kong Court of any ordinary jurisdiction it may possess over a person resident out of its jurisdiction. Sub-article (2) replaces section 254.

5.-(1.) All acts done by the deputy registrar Register and of companies in Shanghai, and the filling of all registrar.

papers and supply of information to him in con-

nection with China companies, shall be valid for the

of the Ordinances within the limits purposes of the Order.

(2.) The register of companies in Shanghai, and all such papers and information, shall, during office hours, be open to the inspection of His Majesty's consul-general at Shanghai, or of a consular officer authorised by him in writing, without payment of fee.

I think the second sub-article is necessary; with this and full registration, the consular registration of com

ི ༔ ༔སི་

Nationality of directors and auditors.

Liquidator, &c.

panies, with which I bave dealt elsewhere, will be

unnecessary.

6. A majority of the directors and the auditors of a China company shall be British subjects. If at any time the majority of the directors or the auditors are not British subjects, the appointment of any person to be a director or auditor, as the case may be, who is not a British subject shall be void; and no person, other than a British subject, may be appointed a director, if such appointment causes the number of directors who are British

subjects to be less than a majority.

If default is made in compliance with this article, the company shall be liable to a fine not exceeding 50 dollars for every day during which the default continues, and every director and manager of the company who knowingly autho- rises or permits the default shall be liable to the like penalty.

I have omitted a provision for two-thirds of the first directors being British; it is not insisted on by the Board of Trade, and complicates the Order. This penalty is from the Ordinance, section 76 (2), but I have not been able to understand why "manager" in the English Act has been omitted in the Ordinance.

To keep in line with the Hong Kong Ordinance, I have kept the fines in dollars.

4

ALE

7. The managers, liquidators, and receivers of the estate or business of a British company shall be British subjects.

Provided that the Court may for good cause shown, and on security for the due performance of his duties, appoint or sanction the appointment of a foreigner to be manager, liquidator, or receiver of a British company.

If any company appoint a manager, receiver, or liquidator, such appointment shall not be valid until the sanction of the Court has been obtained, and every act of such receiver, liquidator, or manager before such sanction has been obtained shall be void.

I think an article such as this would be ultra vires of the Hong Kong Legislature, as conferring power on a British Court in China, so I have drafted this, as it is necessary to make some provision that managers, receivers, and liquidators should be amenable to the jurisdiction of the Court. I think it would be advisable to ask the Board of Trade if there are others. When appointed by the Court no doubt care would be exercised in such matters, but in voluntary windings-up the choice rests with the shareholders, and I can

[791]

Page 480Page 481