657235-1890-Ordinances-21-to-26-of-1890-assented-to — Page 5

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THE HONGKONG GOVERNMENT GAZETTE, 20TH DECEMBER, 1890 1263

No. 25 or 1890.

An Ordinance enacted by the Governor of Hong- kong, with the advice and consent of the Legislative Council thereof, to give further Powers to Companies with respect to the Alteration of their Memoranda of Association.

LS

F. FLEMING,

Officer Administering the Government.

[17th December, 1890.]

Bad que the Grover the Turistive Council E it cuacted by the Governor of Hongkong, with the

thereof, as follows:-

1. (1.) Subject to the provisions of this Ordinance, a company registered under The Companies Ordinances, 1805 to 1886, may, by special resolution, alter the provisions of its memorandum of asseciation or deed of settlement with respect to the objects of the company, or so far as may be required for any of the purposes hereinafter specified or alter the form of its constitution by substituting a memo- randum and articles of association for a deed of settlement, either with or without any such alteration as aforesaid with respect to the objects of the Company but in no case shall any such alteration take effect until confirmed on petition by the Court.

(2.) Before confirming any such alteration the Court must be satisfied--

(a.) that sufficient notice has been given to every holder of debentures or debenture stock of the com- pany, and any persons or class of persons whose interests will, in the opinion of the Court, be affected by the proposed alterations; and (b) that, with respect to every creditor who in the opinion of the Court is entitled to object, and who signifies his objection in manner directed by the Court either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been 'secured to the satisfaction of the Court. Provided that the Court in the case of any person or class of persons for special reasons dispense with the notice required by this section.

(3.) An order confirming any such alteration may be made on such terms and subject to such conditions as to the Court seems fit and the Court may make such orders as to costs as it deems proper.

(4.) The Court shall, in exercising its discretion under this Ordinance, have regard to the rights and interests of the members of the company, or of any class of those members, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satis- faction of the Court for the purchase of the interests of the dissentient members; and the Court may give such di- rections and make such orders as it may think expedient for the purpose of facilitating any such arrangement or carrying the same into effect provided always that it shall not be lawful to expend any part of the capital of the Company in any such purchase.

(5.) The Court may confirm either wholly or in part any such alteration as aforesaid with respect to the objects of the company if it appears that the alteration is required in order to enable the company--

(a.) to carry on its business more economically or

more efficiently; or

(b) to attain its main purpose by new or improved

means; or

(c.) to enlarge or change the local area of its

operations; or

(d) to carry on some business or businesses which under existing circumstances may conveniently or advantageously be combined with thic business of the company;

(e.) to restrict or abandon any of the objects specified in the memorandum of association or deed of settlement.

Power For cerapung do alter incuTM randuw subiect to confirmation by Court.

120 and 31 Vich. c. 131 s. (1)

Circumstances under which propos d alteration

confrund.

Juay