CO129-520-7 Public Utility companies- acquisition by foreign groups 4-12-1929 - 26-1-1930 — Page 139

CO129 Colonial Office Hong Kong Records 理藩院香港檔案 All

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Bestriction

on amount

of dividend.

Dividend to be payable only out of profits.

What to be devnied net profits.

Interim

dividends.

Debts may be deducted.

Dividend and call together.

Dividend in specie.

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127. No larger dividend shall be declared than is recommended by the Directors, but the Company in General Meeting may declare a smaller dividend.

128. No dividend shall be payable except out of the profits of the Company, and no dividend shall carry interest as against the Company.

129. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive.

130. The Directors may from time to time pay to the members such interim dividends as in their judgment the position of the Company justifies.

131. The Directors may retain any dividends upon which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

132. Any General Meeting sauctioning a dividend may make a call on the members of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend and the dividend may, if so arranged between the Com- pany and the member, he set off against the call. The making of a call under this Article shall be deemed ordinary business of an Ordinary General Meeting which declares a dividend.

133. Any General Meeting sanctioning a dividend may direct payment of such dividend wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of the Company, or paid-up shares or debentures of any other company, or in any one or more of such ways, and the Directors shall give effect to such resolution; and, where any difficulty arises in regard to the distribution, they may settle the same as they think expedient, and in particular may issue fractional certi- ficates, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all parties, and may vest any such specific assets

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in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the Directors. Where requisite a proper contract shall be filed in accordance with Section 90 of the Companies Ordinance, 1911, and the Directors may appoint any person to sign such con- tract on behalf of the persons entitled to the dividend, and such appointment shall be effective.

134. A transfer of shares shall not pass the right to Effect of any dividends declared thereon before the registration of transfer. the transfer.

135. Any one of several persons who are registered Dividends to as the joint holders of any share may give effectual joint holders. receipts for all dividends and payments on account of dividends in respect of such share.

136. Unless otherwise directed any dividend may be Payment by paid by cheque or warrant sent by post to the registered post. address of the member entitled or, in the case of joint holders, to the registered address of that one whose name stands first on the Register in respect of the joint holding; and every cheque or warrant so sent shall be made pay- able to the order of the person to whom it is sent,

137. All dividends unclaimed for two years after Enclaimed having been declared may be invested or otherwise made dividends. use of by the Directors for the benefit of the Company until claimed and all profits accruing by such investment or use shall belong to the Company. All dividends un- claimed for five years after being declared may be forfeited by the Directors for the benefit of the Company.

Accounts.

138. The Directors shall cause true accounts to be Accounts to kept of the sums of money received and expended by the be kept. Company, and the matters in respect of which such receipt and expenditure takes place, and of the assets, credits, and liabilities of the Company and of all other matters necessary for shewing the true state and condition of the Company.

139. The books of account shall be kept at the Head Where to Office or at such other place or places as the Directors be kept. think fit.

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