1925-12-11 — Page 3

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PROSPECTUS.

THE HONGKONG DAILY PRESS, FRIDAY, DECEMBER 11TH,

The Subscription List will be opened on TUESDAY, the 15th day of DECEMBER, 1935, and will close on or before THURS, 'DAY", the grst day of DECEMBER 1925.

Hongkong Telephone Co., Ltd.

Incorporated under the Companies Ordinance 1911.

Capital $5,000,000 divided into 500,000 Shares of $10 each,

Of the above shares 110,000 were subscribed for cash on the incorpora- tion of the Company by the two Promoters, the Hon. Sir C. P. CHÁTEE and JAMIS HARPRE TAGGART, ns to 15,000 each and by the Diretore, the Hon. Sir C. P. CHATER, the Hon. Mr. P. H. HOLTOAK, the Hon. Mr. Cuow Snor Sow, the Hon. Mr. B. H. KoTIWALD, the VERY REVEREND FATHER LEON ROBERT, BET GORDON SHEWAN, JOHN SCOTT HansTor and Jaa ER HARPER TAGGART 33 to 10,000 shares each.

On these $3.50 per share. (being as to $2.50 one-quarter of the nominal ralue of the share add as to 91.00 the premium thereon) was paid op aliot- ment and the balance ($7.50 per share) will be paid when called up ou the same basis the remaining capital.

140,000 shares credited as fully paid up and ranking for dividend as from the 1st July, 1925, bave been allotted to the China and Japan Telephone and Electric Company, Limited, in pursuance of the Agreement (hereinafter called "the Purchase Agreement") dated the 29th day of May, 1923, made between the China and Japan Telephone and Electric Company, Limited, of the one part and JAMES HARPER TAagaar on behalf of the above Company of the other part.

The remaining 200,000 shares, to rank for dividend from the 1st day of January, 1920, or the nominal amount from time to time paid up thereon bus in all other respects equally with those already subscribed, are now offered for public subscription, $3.50 per share is payable on application, being as to $2.50 one quarter of the nominal value of the share and as to $1.00 the premium thereon. The balance due on each share, namely $7,50, will not be called up at present but is to be called up on subsequent demand as and when capital is required.

In allotting shares the Directors will, if there are sufficient applications from bona fide residents in the Colony of Hongkong, allot abares to such applicants only, and they will also pay due regard to the applications of telephone subscribers.

DIRECTORS.

ب میرین

The Hon. Sir CATCHICK PAUL CHATER, Marble Hali, Victoria, Hong- tong, Member of the Legislative Council of the Colony of Hongkong.

The Hon. Mr. PERCY Hossox HOLTOAK, of Messrs. Holyoak, Massey &Co., Lt., Victoria, Hongkong, Merchant.

The Hon. Mr. Crow Snor Sax, of the Bank of East Asin, Limited, Victoria, Hongkong, Banker;

The Hon. Mr. ROBERT ERMCS Korawaz, of Chia. Building, Vic- toria, Hongkong, Merchant,

The Very Reverend Father Leox RoBRUT, of Missions Etrangères," Victoria, Hongkong, Missionary,

ROBERT GORDON SHEWAN, of St. George's Building, Victoria, Hong- kong, Merchant.

JORN SCOTT HARSTON, of Prince's Builling, Victoria, Hongkong, Solicitor.

JAMES HARPER TAGGART, of Victoria, Hongkong, Managing Director of The Hongkong & Shanghai Hotels, Ltd.

Ia pursuance of the terms of the Purchase Agreement, the Chins and Japan Telephone and Electric Company, Limited, and the Oriental Telophone and Electric Company, Limited, or either of these Companies, so long as thess Companies or either of them hold is their or its own right not less than 100,000 fully paid up shares in the above Com-

of nominating pany are to have the right

two Directors

tre bond fide the Company provided such Nominated Directors residents of Hongkong. The first nominated Directors (acminated by the China and Japan Telephons and Electric Company, Limited,) are the Hon. Mr. P. L. Holyoak and Mr. J. H. Taggart.

BANKERS.

of

Tar HONGKONG AND SHANGHAL BANKING CORPORATION, Hongkong."

AUDITORS.

Mesas. Lowa BINGHAM & MATTHEWS, Victoria, Hongkong, Accountauts.

SOLICITORS.

MISSES. DEACONs, Victoria," Hongkong. REGISTERED OFFICE.

16, Des Voeux Road Central, Hongkong. ACTING SECRETARY.

PROSPECTUS.

A. L. TERIT, A.C.TS.

(a) The Company was formed on the 24th June, 1925, for the purpose of taking over the undertaking in Hongkong of the China and Japan. Telephoze and Electric Company. Limited, who was the Vendor thereof and whose Registered Office is situate at Alderman House, Alderman Walk, Bishopsgate, London, England. The anterial terms of the bargain are at forth in the Purchase Agreement as follow:-

(2) The Vendor Company, will sell and the Hongkong Company will "purchase as at the First day of July "One thousand nine hundred and "twenty-five the said Telephono busi- "ness and the whole of the under- #taking in the Colony of Hongkong

and the Dependencies thereof as a going concern (with the benefit of "all'assets there situate but exclusive

of the net profits, investments,' cash 14in hand and in the Bank and debis due to the Vendor Company on the Thirtieth day of June One thousand nine hundred and twenty-five) of the Vendor Company but free from all debentures, mortgages, or charges of "any kind and the Vendor Company

Taberein specially provided for shall pay and discharge all' liabilities whatsoever incurred by the Veador Company prior to the First day of July One thousand nine "hundred and twenty-five including "the satisfaction of all claims la "respect of staff superannuation funds bopus funds and/or other bonus "payments up to and including the Thirtieth day of June One thousand nine hundred and twenty-five Pro- #vided always and these presents are. upon this express conflition that the same shall be subject to the maid James Harper Taggart being satisfied with the state and condition "of the plant (including cables con- "daits etc.) of the Vendor Company. The said phrase the undertaking shall be deemed to include:---

(a) The Goodwill of the Vendor "Company na now carried on in "the Colony of Hongkong and

the Dependencies thereof.

(b) All the lands and buildings of the Vendor Company owned "and/or leased by the Vendor ""Company for the purpose "of its said, business being the "premises set out in the Schedule "hereunder written subject to the "renta conditions and reservations “affecting the same.

*(b) The landed cost to the Vendor Company of a'l additions made to the said plant, and/or property from the First day of Jan "wary. One thousand nine hundred **nud twenty five to the Thirtieth "day of June One thousand nine "hundred and twenty five. "(e) The sum of $191,333 (Four

hundred and ninety-one to

and three hundred and thirty Sro Dollers Hongkong Curron ay) for the land and buildings of the Vendor Company which are "more particularly set forth in

the Schedule bereto. (d) The valge of the stores of the Fender Company which at the "Thirtieth day of June One thousand nine hundred and "twenty-five are in the possesion "of the Vendor, Company in the "Colony of Hongkong or are in "transit to the Vendor Company "there or for the purchase of "which the Vendor Company has "entered into binding, contracts. "(4) The said consideration shall be satisfied (as to the sum of One "million four hundred thousand "Dollars part thereof) by the allot. *ment and issue to the Vendor Com #pany of One hundred and forty thousand shares of Ten Dollars each "in the Hongkong Company credited "as fully paid up making for dividend as from the First day of July One "thousand nine hundred and twenty "Ave and (as to the balance thereof) "by payment in cash in Hongkong "Currency in Hongkong by the Hongkong Company to the Vendor

"Company

THE SCHEDULE ABOVE REFERRED TO:

Properties Owned by the Vendor Company.

No. 2 Queen's Road Central and No. 14 Ice House Street?

No. 1 Cameron Road, Kowloon Nos 118 and 119, The Perk.#

Inland Lot No. 57; Sections A & B of Inland Lot No. 339.

Secion A of Kowloon Tiland Lot No. 549. Remaining Portion of Kamal Building Lot No. 47..

Properties Leased by the Vendor Company.

(a) Six Office Rooms in Nos. 15 and

17 Queen's Road Central.

(b) One Two-storeyed Godown, used as Store and Workshop being No. 3A Daddell Street.

(c) Portion of land belonging to Kor. loon-Canton, Railway at Blackhead's Point, Kowloon, for storing cables.

In addition to the allotment of 140,000. shares of the Company, credited as fully paid up, the China and Japan Teleptone and Electric Company Limited has received from the Hongkong Company $200,000 in cash on account of the consideration specified in the Purchase Agreement.

The Hongkong Company was formed for the purpose, also, of supplying telephonic communication within and between the Colony of Hongkong and its Dependencies and the New Territorica for a period of Fifty years under a Concession from the Hongkong Government detailed particulare of which appear more fully in The Telephone Ordinance 1925 (hereinafter referred to as "the said Telephone Ordinance"),

The Hongkong Company is authorised to charge the following annual rates with effect from the 1st July 1925:---

dj

(a) $108 per Exchange Jane within (i) Victoria and Kowloon as defined by the Interpretation. Ordinance 1911 and (ii) within the Peak Listrict as defined by the Peak District Ke- servation Ordinance 1901 but substituting "700 feet" for "788 feet,"

(6) 5108 per Exchange Line within a radius of one mile from any ex- change that may hereafter be opened outside the areas referred to in (a),

(c) An additional charge of $50 for mile or part of a mile measured outwarda "from the nearest point of the boundary of the areas referred

to in (a) and (b).

All plast material atores machinery property stock in "trade instruments farniture and "utensils together with such books *accounts documents plans statis- tics records and reports as per- "tain or are necessary to the "conduct in continuity of the "business being the property of

(d) For extension telephones, bells, "the Vendor Company and used.

switches, switch-boards, power- by it for the purpose of ite

circuits, removals, and other services business and including spare

of like pature, such charges as the plant and stores of all descrip-

Governor-in-Council may approve. Should the charges above referred tions (whether actually in wie

to be, insufficient to

the or not in use) without any

pay to shareholders of the Company A "exception whatsoever give na

dividend minimum

of Eight "hereinafter mentioned in the

per "possession of the Vendor Cam-ceat, per annum on the paid up capital of "pany or to which it is entitled the Company for the time being, after "and also including works of all making provision for working and long- "kinda in the course of construc-ing expenses, maintenance and efficient "tion without exception.

(d) The benefit of all contracts and engagements entered into "by the Vendor Company in the " Colony of Hongkong in relation to its said business (but except- ing contracts with employees of "the Vendor. Company for which special provision is hereafter made).

(c) The Vendor Company's rights and corresponding obligations in respect thereof relating to all wayleaves ways and all "other rights and engements "enjoyed and used by the Vendor Company for the purpos "of its said business.

(3) The consideration for the sail ale "shall be the following sums that in

to Bay

(a) The sum of $1,165,000 (One billion one hundred and fifty *five thousand Dollars Hongkong Currency) for the plant of the Vendor Company.

S

BALL

|

service, depreciation and reserve, and the other deductions referred to in Section 35. of the mail Telephone Ordinance the above rutes are to be” mixed so as to enable the shareholders to receive auch, minimum dividend of Eight per cont. per annum.

The amount to be written off as provided annually for depreciation is not to oresed ten per cent. on the cost of the Company's plant and equipment other than land and buildings, and the amount that may be appropriated annually by the Company to

Reserva Account shall not exceed $50,000.

The net profita of the Company after providing as aforesaid are to be used firstly in payment to the Government of a royalty of Four Dollars in respect of each direct ex- change line Telephone which has been used and paid for during the whole previous Twelve months by a Telephone Subscriber or One Dollar per direct exchange» lize Telephone for each period of Three months

or less.

The said net profits are secondly to be applied in payment to the shareholders of the Hongkong Company of the minimum dividend of Eight per cent per annum rising to Twelve per cent. per annum.

per

If the net profits be such that a larger dividend than Twelve per cent. annum can be paid then as to the difference between. Twelve per cent. add Eighteen per cent, half thermof is to be paid by way of increase of dividends to the shareholders of the Company, and the remaining half of such difference is to be set aside for the bezelt of subscribers by way of reduction of the subscription rates authorised as above mentioned. The dividend payable to shareholders is limited to a maximum of Fifteen per cent. per anam.

Any further net profits. (ie, net profts. in excess of Eighteen per cont. per annum) are to be applied solely for the reduction of subscription rates.

Full particulars in respect of the above appear in The Telephone Ordinance 1925.

(6) The minimum subscription on which

the Directors may proceed to allot went is Zeren shares.

(c) The shares now offered for subscrip-

tion have not been underwritten. (d) No commission or promotion money

will be paid by the Company. (4) The Company is to pay the pre- liminary expenses of and incidental to the formation und flotation of the Company down to the time when it becomes entitled to commence business and also the legal coats and expenses of and incidental to the negotiations. which have taken place for acquiring the aforesaid undertaking and the negotiations with the Hongkong Gor. erament arising thereout and the obtaining of the aforesaid Ordinance, such legal costs and expenses to be incurred during the year 1925, and the estimated amount thereof is $20,000.

The Articles of Association, provide that the qualification of a Director is to be the holding of 1,000 shares in the Company and that the remunera. tion of each of the Dinctors is to be 32,000 per aunu.

(g) The Directors were interested in the promotion of the Company to the ex- tent only that they or some of them are Directors of other companies with whom the Company may do business. (1) Copias of the Memorandum and Articles of Association of the Com- pany and of the Purchase Agreement and of The Telephone Ordinance No. 9 of 1925 can be inspected at the office of Messieurs Deacons, Solicitors for the Company, at any time during business hours.

(1) A copy of the Company's Memo

randum of Association is annexed to this Prospectus and forms part of it. (j) Application for shares should be made upon the form accompanying the Prospectus and sent to the Company's Bankers together with a remittance of $3.50 per share, being as to $2.50 thereof one-quarter of the nominal value of the store and ns to the re- maining $1.00 the premium thereon. Where no silotment is made the de- posit will be returned in full and where the number of shares allotted is less than the number applied for, a proportionate amount of the deposit will be returned.

(k) Prospectoses can be inspected at and forms of application obtained from the Company's Bankers. the Hong- kong and Shanghai Banking Corpora tion, Hongkong, and at and from the offices of the Company's Solictors, Messieurs Deacons, No. 1, Des Voeux Road Central, Hongkong,

This Prospectus has been duly filed with the Registrar of Companies.

Dated the 16th day of October, 1925.

(2966

SPECIFY

K. F.

BEARINGS

ON ALL MACHINES YOU ORDER

We can mupply Bearings for all kinds of Machines, POWER SAVING. NO HOT BEARINGS. SELF ALIGNING. REQUIRE LESS ATTENTION:

THE UNITED ASBESTOS ORIENTAL AGENCY, LTD,

Tel Contral, 286

BOLE AGENTS FOR HONGKONG.

Address: 2, Queen's Batidings.

19:25

Reginald DENNY

in **California

Straight Ahead"

Seeing Denny is just like putting Old Man Gloom in mothballs. Here he is in his maddest. merriest comedy-drama - in the rollicking, laughing sensation of the season. Come, get a taste of real pre-wär laughter!?

HARRY POLLARD'. PRODUCTION

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and TO-MORROW

UNIVBLSA) JEWEL

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TO-NIGHT at 9.15 p.m. Sharp.

BOOKING AT ANDERSON'S.

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HONGKONG'S OPPORTUNITY. CHARITY'S BENEFIT.

"IOLANTHE."

A DUKE'S EXALTED STATION.”

" ATTAINABLE BY COMPETITIVE EXAMINATION"

[2851

HONGKONG HOTEL

ROOF GARDEN

.WILL BE RE-OPENED ON

DECEMBER ** 15th, 1925.

POPULAR

TEA DANCE DAILY

(Sundays Excepted)

4.30 p.m. to 6.30 pm.

ADMISSION FIFTY CENTS

INCLUDING TEX.

EXPRESS LIFTS FROM ROOF GARDEN ENTRANCE. IN PEDDER 'STREET.

THE HONGKONG & SHANGHAI HOTELS, LTD,

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[41

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'ONGKONG HANSARD REPORTS Lof the MEETINGS

the LEGISLATIVE COUNCIL Loz the Season 1924,

PRIDE

Revised by Members.

DAILY PRESS OFFICE,1