1937-10-15 — Page 2

HONG KONG DAILY PRESS. FRIDAY, OCTOBER 15, 1937.

This prospectus has been filed with the Registrar of Companies, Hong Kong, pursuant to Section 36 of the Companies Ordinance, 1932.

The subscription list will be opened on 'the 9th day of October 1987, and closed on or before the 16th day of November 1997.

THE PROSPECTUS

OF

CHINA FRUIT CORPORATION, LIMITED.

(Incorporated under the Hong Kong Companies Ordinance, 1932)

CAPITAL

T

DIVIDED INTO

Hongkong $1,000,000.

500,000 Redeemable Cumulative Preference Shares of $1 each. and 500.000 Ordinary Shares of $1 each.

PRESENT ISSUE

300,000 Redeemable 35 Cumulative Preference Shares of $1 each payable 10 cents per share on application; 10 cents per share on allotment: and the balance due on each share as and when called up. 200,000 Ordinary Shares of $1 each payable 10 cents per share on application; 10 cents per share on allotment,

and the balance due on each share, as and when called up.

The above shares are now offered for public subscription.

Either class of shares may be paid for in full on application at subscribers' option. Redeemable 8: Cumulative Freference Shares will rank for interest at 8% per annum from the date of their payment in full.

"

DIRECTORS:

CHUA SIU SWA, Esquire. Merchant, Principal, Poling & Company, Swatow.

CHUNG KOK WOH, Esquire. Company Director. 84 Queen's Road Central, Hongkong..

Capt. J. H. GREGORY, Q.C.R., Master Mariner, e/o Williamson & Company, P. & O. Building. Hongkong. LEE SIANO POH, Esquire, Merchant. Principal. Lee See Hua Lighterage Company. Pak Sox Street, Swatow,

LI CHOR CHI, Esquire. Banker. 13 Queen's Road Central. Hongkong.

S. K. LIM, Esquire. Managing Director. Ho Hong Company (China) Ltd., Amoy.

T. N. LOH, Esquire, Merchant, Principal. Tousan Hong, 50 Huai Aun Street, Swatow.

ONG KOEK MENG, Esquire, Orange Planter, Chai Tong-chi, via Swatow.

NG SZE KWONG, Esquire, Merchant. 119 Caine Road, Hongkong.

TAI MING TAK. Esquire, Merchant. 72 Taipo Road, Kowloon, Hongkong....

G. B. TAYE, Esquire, Managing Director, China Frult Enterprise. Ltd., National Bank Building. Hongkong.

PHILIP M. S. TSOI, Esquire, Company Director, Poling & Company. Swatow.

WEE TONG LEE, Esquire, Merchant. 238 Des Voeux Road Central, Hongkong. WONG JEE SEONG, Esquire. Miner & Planter, 241 Brewster Road, Ipoh, Malaya, YEUNG YAU. Esquire, Share-broker. 6 Des Voeux Road Central. Hongkong.

G. B. LABRUM, Esquire, Director, Ye Olde Printerie, Ltd.. China Building. Hongkong.

BANKERS:

BANK OF CHINA. ·

NETHERLANDSCHE HANDELMAATSCHIPPIJ, NV, OVERSEA-CHINESE BANKING CORPORATION, LIMITED.

SOLICITORS:

Messrs. LYSON & HALL, 6 Queen's Road Central, Hongkong.

AUDITORS:

Mr. J. M. TAN, M.A., (Cantab.), A...A.. Chartered Accountant, 6 Queen's Road Central, Hongkong. Messrs. WONG, TAN & COMPANY @ Queen's Road Central, Hongkong. and at Shanghai, Chartered Accountants. Messrs. THOMAS LE C. KUEN & Company. Incorporated Accountants. 28. Des Voeux Road Central, Hongkong.

G, B. TAYE, Esquire.

MANAGING DIRECTORS:

... PHILIP M. S. TSOI, Esquire.

SECRETARY:

Mr. DANIEL S. K. CHANG. M.A., National Bank Building. 8a Des Voeux Road Central, Hongkong.

REGISTERED OFFICE:

National Bank Buliding. 8a Des Voeux Road Central, Hongkong, Telephone 32972.

PROSPECTUS.

orange has no rival on any market for the very good reason that mo country has as yet succeeded in. faising a fruit that approaches its quality or flavour. The vitamin content of a Swatow grange is not Inferior to that of the imported frult. It is the set policy of the Company to introduce and adopt

| such approved scientific agricultur- al methods and devices calculated to Improve citrus culture in South China and to promote the sales abroad of such "quality fruit in meeting the universal, demand for Chinese orange, following in the wake of its world-wide introduc- tion. For the attainment of the issues aforesaid the Company will spare no efforts in endeavouring to initiate into the industry such features known to modern agricul- tural practice as conducive to the establishment of a planting system capable of producing two seasons of orange crop annually. The de- sirable achievement has been ac complished elsewhere. With the present available knowledge of scientific cultivation the same con- ditions as have been obtained else- where can be made to prevail in the land from which the world's popular fruit originated.

It is the intention of this Com. pany, as a holding company to promote a company to be incor- porated under the laws of Nanking in the Republic of China to be called the Swatow Orange Planta- tions for the purpose of acquiring from Mr. G. B. Taye the Managing Director of China Fruit Enterprise Limited of the said Colony of Hong Kong the promoters of this Com- pany 'the right to exercise the option to acquire and take over, as a. going concern the business of orange growers and cultivators and dealers therein now carried on at Teoh-un orange growing district. Chai Tong-chi, and in the Port of Swatow under the style of Shing Kah Orange Planting Company hereinafter referred to as the Sling Kah Company) and all or any of the assets and goodwill of the proprietora of such business in connection therewith and with a view thereto take over and carry into effect the acquisition agree ment made between the proprietors of the Shing Rah Company and the said Mr. G. B. Tage dated the 25th day of August, 1937. and to take. and otherwise hold shares and securities in such company to be Incorporated under the laws of Nanking aforesaid and to sell re- issue with or without guarantee or otherwise, deal with the same.

יו

The New Territories, Hong- i kong.

(2) Khomo Island, Changehow

district, via Amoy.

13) Sunwel, Kongmoon district,

via Hongkong.

The minimum subscription on which the Directors will proceed to allotment is Five thousand dollars.

China Fruit Enterprise Limited are the promoters of the Com-.

4) Teok-un district, via Swatow.pany. As and by way of remune- ration for their. services and ex- (5) Yea-peng district. via Swa-penses incurred by them in con-

tow.

nection with the promotion of the Company the Company will allot The Company is formed with a

to the said China Fruit Enterprise capital nominal

of $1,000,000-

Limited in satisfaction-of-such- Hongkong currency) divided into services and expenses 20,000 Or- 500,000 Redeemable 8 per cent.dinary Shares of $1 each "in the Cumulative Preference Shares of $1 capital of the Company credited as each and 500,000 Ordinary Shares fully paid up. of $1 each. The Redeemable 8 per cent, Cumulative Preference Shares

The said China Fruit Enterprise may be redeemed at par at any time after five years from the date Limited as promoters of the Com- of the Incorporation of the Company pany have agreed to procure subs- out of the capital Redemption Re-cribers to take up the present issue sere Fund to be created out of of shares offered to the public for the surplus profits of the Company in manner hereinafter provided or out of the proceeds of a fresh issue of shares made for the purposes of such redemption.

subscription and have agreed to procure subscribers for any further issue of shares of the Company up to the whole amount of the pre- the sent authorised capital of Company In consideration of the The Company will pay a cumu- payment by the Company to the lative interest on the paid up said China Fruit Enterprise Limit- capital of its Redeemable 8 per led of a commission not exceeding calculated on the cent. Cumulative Preference Shares 5 per

cent.

in respect of at the rate of 8 per cent, per amount paid up anaum out of the net profits of shares taken up by subscribers. the Company in each year in priority to all other payments com-

A brokerage of 21 per cent. will menting from the date of the be paid on allotment in respect

payment in full of such shares and of applications bearing brokers" the first payment of interest will stamps. be made after the ordinary general meeting of shareholders in following year."

11

the

The Directors will receive no payment för services rendered The surplus.net proâts of the and acquire no interest in the Company in each year after pay-promotion of the Company other than Mr. G. B. Taye in his espa- ment of the interest aforesaid and the setting aside of 20 per cent. city as Managing Director and thereof for the purpose of creating Messrs. Chung Kok Woh, S. K. the Capital Redemption Reserve Lim. Ong Keok Meng. Philip M. Fund aforesaid and other con- 8. Tsoi and Wee Tong Lee in their. tingency reserve funds (if any) wil respective capacities as be applied in or towards payment of a dividend to the holders of ordinary sharts as the Company in general meeting may determine.

Directors

of the said China Fruit Enterprise Limited the promoters of this Company.

A shareholder of whatever class of shares has a right of one vote on a show of hands and one vote for every share held by him in the

The Company is to pay all pre- liminary expenses of and incidental to the formation and flotation of the company down to the time Company upon a poll when it becomes entitled to com-.] mence business and the estimated amount of such preliminary ex- penses including fees and stamp duties is Hongkong $4.000 or there- abouts...

The minimum amount which in the opinion of the Directors must be raised by the present issue in order to provide the sums required to be provided in respect of each of the following matters is. $5,000 made up as follows:-

(a) Preliminary expenses,

payable by the Com-

pany (b) Working Capital...

Total

$4,000

1,000

*** $5,000

The agreement made between the proprietors of the Shing Kah Company and the sald Mr. G. B. Taye containing the said acquisi- tion option dated the 25th day. of August, 1937, the Shing Kah Memorandum aforesaid and coples of the Memorandum and Articles of Association of the Company may be inspected at the registered office of the Company during busi- ness hours within the period the subscription list remains open.

A Memorandum of

is Association annexed to this prospectus and farms part of it.

copy of the Company's

The Shing Kah Company is in a dividend-paying stage. Its operat- ing account on the past year's (1936-1937) transactions revealed a surplus of Income over. expendi- ture of $25,000. It is hoped that capitalised at $300,000 the Swatow Orange Plantations after acquiring the orange estate of the Shing Kah Company will be in a position to pay a 10 per cent. dividend in its first operating year and that more substantial returns might be ob tained in later years when the trees are in full. bearing. The The Articles of Association of themittance of the amount payable Shing Kah Company has issued a Company provide that the qual on application to the Company's Memorandum containing informa- fleation of a Director is the hold- bankers. ton concerning the estate. This ing of 1,000 shares of $1 each in Memorandum does not in any way the capital of the Company and part of this prospectus, that the remuneration of Direc- and Copies of the Memorandum re- tors shall from time to time be de-

Application for shares should be made on one of the forms ac- companying this prospectus ac- cording to the class of shares de- sired and forwarded with a re-

All of the objects may not be producing countries, reached the export trade being consigned al- Company was incorporated f

exclusively to Shanghai. colossal figure of Four and one-most in Hugkong under the Companies pursued from inception and some of them may never be carried out.

half million tons. China produc-, Hongkong Is the regular port "Ordinance, 1932, on the 9th day of

The cultivation of quality tion in the past few years has been of shipment of the tight skin form October, 1937, and has been form- ed with the objects more particu-Chinese orange on scientific lines | somewhat stationary round about variety to Malayan, ports

annually. other Southsea countries. Deve-Yerred to may be obtained on ap-termined by the Company in gen allotted is less than the number larly set forth in the Memorandum for world consumption in general Forty thousand tons of Association of the Company of and the United Kingdom market The world needs a good orange loped along the right lines China's plication at the registered office eral meeting and that any Direc establishing and carrying on in all in particular is the principal ob- its branches and with subsidiaryjective of the Company. and auxiliary undertakings thereto

In the Colony of Hongkong and its Dependencies the Republie of China and elsewhere the business of growers and cultivators of every description of fruits and produce

of the soll,

Y

and the finest orange can be raised orange industry offers a permanent In great abundance in the land and substantial. return on "the which originated the fruit. As a capital invested. No other form of

of the Company.

Where no allotment is made the deposit will be returned in full. and where the number of shares

applied for the surplus deposit after deducting calls payable on allotment will be' returned.

tor attending a meeting. of Direc- tors in person shall be paid an ad- The Company as such holding ditional honorartum "of $25 in rès- company or otherwise will as and pect of each such meeting such

Coples of this prospectus and when deemed expedient promote Director attends and that the re-

ΟΣ the Managing forms of application may be obe or Managing Directors tained at the registered office of the Company or from the Com-. fixed by the Board takings for the purpose of es Director

and may be by pany's bankers. tablishing planting stations for the shall be produce of the soll at either one way of salary or commission or cultivation of citrus and other of Directors or some or all of the following dis-participation in profits or by all fruits. The Chinese 1 tricts in South China, namely:-- or any of these modes..

Orange the popular fruit of com merce originated in China several commercial commodity so far only agriculture is equally profitable. A other subsidiary or auxiliary under- rauneration centuries ago." It is a fruit now the lower grade Swatow orange is good Chinese orange will find a widely cultivated in most of the shipped to Hongkong and countries buyer anywhere. On the London warmer. regions of the world and south of the Colony-the better market such quality orange should occupies a premier place as man's most popular fruit. Its production quality (citrus nobilis) representing easily prove the best seller of all for 1935 as recorded officially. by about 15 per cent. of Swatow's total imported

· Dated the 9th day of October, 1937..