CO129-515-8 Hong Kong and Shanghai Banking Corporation- amendment ordinances- and reports 26-1-1929 - 8-7-1929 — Page 91

117

Arbitrators between the

bank and shareholder

or successors

36

Bank through the insufficiency or deficiency of title to any property ac- quired by order of the Board for or on behalf of the Bank, or for the in- sufficiency or deficiency, of, or for any defect of title of the Bank to any security in or upon which any of the moneys of the Bank shall be invested, or for any loss, or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities, or effects of the Bank shall be deposited or for any loss or damage occasioned by any error of judgment, omission, default or oversight on his part, or for any other loss damage or misfortune whatever which shall happen in the execu- tion of the duties of his office, or in relation thereto, unless the same hap- pen through his own dishonesty or negligence.

Arbitration.

162. Whenever any difference shall arise between the Bank on the one hand, and any of the Shareholders, their heirs, executors, administra- tors. or assigns, on the other hand, touching the true intent or construction of the Ordinance or of these regulations, or touching any act or thing to be done, omitted, or suffered, in pursuance of the Ordinance or these re- gulations, every such difference shall be referred to the arbitration of two arbitrators one to be appointed by each party and such arbitration shall be carried out in Hong Kong under the provisions of the Code of Civil Proce- dure of Hong Kong in the same way as if the Bank and any such share- holder had entered into a written agreement to submit any such difference to arbitration.

Dissolution on loss of

half of paid- up capital.

Dissolution on adverse joint report of board

and auditors.

Board to have con duct of dissolution

Power to

board to

make calls execute

necessary documents, and distribute surplus assets.

Dissolution.

163. If and when it shall appear upon or be certified by any report of the auditors or any report of the Board that one-half of the Capital actually paid up has been lost in the course of business or otherwise, then and in any such case the Bank shall thereupon be ipso facto dissolved.

164. If and when it shall appear upon or be certified by any joint report of the Board and the auditors that the business of the Bank cannot be further prosecuted or that the affairs thereof cannot be arranged with a prospect of benefit of the Bank and such report shall be adopted by a resolution at any general meeting, then the Bank shall be dissolved at such period not less than two months after the time of passing the resolution as is fixed by the resolution, or if such period he not so fixed, then at such period not less than two months after the day of holding the meeting as the Board shall fix, unless the resolution of the meeting or of the Board be re- voked by an extraordinary general meeting held before the time fixed for dissolution.

165. The Board shall have full power to carry out the dissolution of the Bank, however it may happen, into effect by all necessary ways and means, and all powers and authorities vested in or exercisable by, or which but for the dissolution would be vested in or exercisable by the Board under these regulations or otherwise, shall, notwithstanding and after the dissolution, remain and be vested in or exercisable by the Board and in full force for the purpose of working out the dissolution and winding up the affairs of the Bank.

166. For the purpose of the dissolution the Board, from time to time in its discretion, may call up from the shareholders and enforce payment of all moneys which they respectively are liable to pay either under the Ordinance or these regulations towards the discharge of the Bank's liabili ties, and may do and execute all such deeds and things whatsoever for getting in and disposing of the property and discharging, so far as the assets extend, the debts and liabilities of the Bank and distributing amongst the shareholders the surplus assets (if any) of the Bank, and finally winding up and closing the affairs of the Bank, and putting an end thereto as the Board thinks fit.