1
1
90
HONGKONG LEGISLATIVE COUNCIL
Council and outside of it, in matters con- nected with the legislation of this Colony, and I feel, Sir, that in his death this Colony has suffered a great loss. It is only a few years ago, Sir, when His Majesty bestowed upon my deceased friend an colleague the honour of C.M.G., that I felt impelled to say, in writing to congratulate him upon this distinction, that I shoul¦ have been more glad if the honour ₫ Knighthood, which was almost at the same time conferred upon another unofficial member of Council in the Straits Set- tlements, had been bestowed upen
my
I
nursing grievously injured soldiers. have received a telegram to the effect thit the second nursing sister for the private nursing staff will leave Sydney on the 15th December, and she should therefore arrive in the Colony early in January, but in the meantime I have given instructions that two private nursing sisters must be available at one and the same time, so that the application for this month will be com- plied with. I desire to express my regret that the information which I gave to honourable members was incorrect.
Finance
deceased friend. As your Excel- leney pointed out Mr. Hewett was at all times one to speak his mind freely and fully, and I feel, Sir, that it will be very difficult, if not impossible at this time.
H for his place to be adequately filled. was at all times ready to champion any cause which was laid before him, and w shall very much miss, on the unofficial sile of this Council, his bold and fearlessed, and this was agreed to. advocacy.
THE COLONIAL SECRETARY, by command of H.E. the Governor, laid on the table Financial Minutes Nos. 52 to 63 (omitting 59), and moved that they be referred to the Finance Committee.
The resolution silence.
was then passed in
A Correction
THE COLONIAL TREASURER second-
THE COLONIAL SECRETARY- Minute 59 has been omitted pending fur- ther inquiries.
Papers
THE COLONIAL SECRETARY, by command of H.E. the Governor, laid on the table the report of the proceedings of the Finance Committee held on October 28th, and moved that it be adopted.
THE COLONIAL TREASURER second-
ed, and this was ageed to.
Companies Ordinance
THE ATTORNEY-GENERAL moved the first reading of a Bill intituled, "An Ordinance to amend the law relating to Companies.
HIS EXCELLENCY--Before proceed- ing to the business which appears on the Orders of the Day, I should like to make a short statement to the Council on the subject of the private nursing staff at- tached to the Government Civil Hospital. I find that the information which I gave to the Council in the course of my remarks at the meeting held on the 28th October was not quite correct. I stated that I d.. not think that any application for a pri- vate nurse had been refused, but I find that on two occasions it has been impos- sible to spare the services of a nursing sister, and that a further application for this month has been held over. I am afraid I am personally to blame. because I peri mitted three nurses to resign their posts here in order to go home and assist in th nursing of the wounded, wherever the services might be required. One of these Her services was Miss Bone. here could have rightly been claimed by the Government, but I could not refuse her patriotic appeal, and it may solace some of those who have missed the services of a private nurse to learn that as soon as she arrived in England she was attached to a hospital at Aldershot, where sho has done most meritorious work mpanies."
nurses
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191 and
The " Objects and Reasons state that this Bill is complementary to the China (Companies) Order-in-Council, the joint object of these two enactments is to increase the control over Hongkong com- panies which carry on business in China.
These companies fall into two classes, i.e., companies which are managed from Hong- kong, and companies which are managed from some place in China. The former class are terined in the Order-in-Council and Hongkong China Companies,"_and the latter class are termed China Com-
Bill"
HONGKONG IEGISLATIVE COUNCIL
In the case of companies which are man- aged from Hongkong, tho territorial jurisdiction of the Colonial Government and Courts enables an effective control to be exercised over the company through the persons of its directors and officers here, whatever their nationality.
In the case, however, of companies of the second class, the directors and officers of which are resi- dent outside the British Dominions, there is no effective control over the company
91 621
exercised in conformity with the provisions of the Hongkong Companies Ordinances. The Order-in-Council and Bill together pro- vide that in all matters relating to a Hongkong China company the jurisdiction of the Supreme Court of Hongkong and of the Supreme Court for China shall be con- current and mutually auxiliary, and pro- visions are made for transferring proceed- ings from one Supreme Court to the other.
com-
unless some at least of the directors and At the same time provision is made for officers are of British nationality, because the establishment of a Register of the jurisdiction of the Supreme Court for panies at Shanghai, where all documents China is in general confined to British sub-relating to China companies will he filed jects and protected persons. It is this diffi-
and fees paid. culty which has led to the introduction of the above Order-in-Council and this Bill.
The solution which has been adopted is to require that, Hongkong companies which are managed from some place in China shall have connected with them a certain number of British subjects on whom a personal control can be exercised, and to provide that the shares in any such companies which are limited by shares will be fully paid up within three months after allotment. The exact provisions in the case of companies limited by shares are that the majority of the directors, and the auditors, must be British subjects, that no person other than a British subject shall be appointed to act within the limits of the Order-in-Council as liquidator of such સ company, or as receiver or manager on behalf of the deben- ture holders, except with the sanction of the Court, and that no shares shall be issued except either as fully paid up or upon the term that the shares shall be fully paid up within three months after allotment. The provision as to the shares is in order to avoid the difficulty of recovering calls from persons of non-British nationality in China. In the comparatively rare case of companies limited by guarantee, the pro- visions are that no such company shall be allowed to operate without the consent of the Minister, who may as a condition of this consent require that no person other than a British subject shall be a member, or that any member who is not a British sub- ject shall give security for insuring the payment of the amount for which he would be liable under the guarantee.
The Order-in-Council also provides that the jurisdiction conferred by the Hongkong Companies Ordinances upon any Court shall within the limits of the Order-in-Council | he exercised by the Supreme Court for China, and that that jurisdiction shall, subject to the provisions of the Order, be
The opportunity has also been taken of making certain minor amendments in the law which are desirable. These will be re- ferred to specifically below:
Clause 1 is formal.
Clause 2 contains definitions, the defini- China Company," and tion of "China Company," Hongkong
British Company, being taken from the Order-in-Council. The nomenclature of the Order-in-Council has been departed from in one respect,
form namely, in substituting the Companies Ordinances" for the term "The
Ordinance.'
""
The
Clause 3 proposes to establish a Register at Shanghai and provides that all acts done by or before the Registrar at Shanghai shall be of the same validity as if they had been done by or before the Registrar of Companies in Hongkong. It also directs that all documents required by the Com- panies Ordinance to be filed with the Re- gistrar of Companies shall in the case of a China Company be filed with the Registrar at Shanghai, and that a copy of all such documents shall in the case of a Hongkong China Company, as defined in the Bill, be filed with the Registrar at Shanghai. It also provides that all fees which a company is required to pay to the Registrar of Companies shall in the case of a China Com- pany be paid to the Registrar at Shanghai.
Clause 4 deals with the question of transfer from ono Register to another, cither on notice by the company concerned or ou the motion of one of the two Registrars, and provides for an appeal to the Supreme Court from any transfer.
order
CI
Sub-clause (6) of this clause is inserted in order to bring the notices referred to within the terms of the Table of Fees in the First Schedule to the Companies Ordinance,
1911.
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