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THE HONGKONG GOVERNMENT GAZETTE, 8TH OCTOBER, 1864.
Forfeiture of Shares.
(17.) If any Member fails to pay any Call on the Day appointed for Payment thereof, the Directors may, at any Time thereafter, during such Time as the Call remains unpaid, serve a Notice on him, requiring him to pay such Call, together with Interest and any Expenses that may have accrued by reason of such non-Payment.
(18.) The Notice shall Name a further Day, on or before which such Call, and all Interest and Expenses that have accrued by reason of such non-Payment, are to be paid. It shall also name the Place where Payment is to be made (the Place so named being either the Registered Office of the Company or some other Place at which Calls of the Company are usually made payable). The Notice shall also state that in the event of non-Payment at or before the Time and at the Place appointed the Shares in respect of which such Call was made will be liable to be forfeited.
(19.) If the Requisitions of any such Notice as aforesaid are not complied with, any Share in respect of
which such Notice has been given may at any Time thereafter, before Payment of all Calls, Interest, and Expenses due in respect thereof has been made, be forfeited, by a Resolution of the Directors to that effect.
(20.) Any Share so forfeited shall be deemed to be the Property of the Company, and may be disposed
of in such Manner as the Company in General Meeting thinks fit.
(21) Any Member whose Shares have been forfeited shall notwithstanding be liable to pay to the
Company all Calls owing upon such Shares at the time of the forfeiture.
(22.) A statutory Declaration in writing, that the Call in respect of a Share was made and Notice thereof given, and that default in Payment of the Call was made, and that the forfeiture of the Share was made by a Resolution of the Directors to that effect, shall be sufficient Evidence of the facts therein stated as against all Persons entitled to such Share, and such Declaration and the Receipt of the Company for the Price of such Share shall constitute a good Title to such Share, and a Certificate of Proprietorship shall be delivered to a Purchaser, and thereupon he shall be deemed the Holder of such Share discharged from all Calls due prior to such Purchase, and he shall not be bound to see to the Application of the purchase Money, nor shall his Title to such Share be affected by any irregularity in the proceedings in reference to such sale.
Conversion of Shares into Stock.
(23.) The Directors may, with the sanction of the Company previously given in General Meeting,
convert any paid up Shares into Stock.
(24.) When any Shares have been converted into Stock, the several Holders of such Stock may thence- forth transfer their respective Interests therein, or any part of such Interests, in the same manner and subject to the same Regulations as and subject to which any Shares in the Capital of the Company may be transferred, or as near thereto as circumstances admit.
(25.) The several Holders of Stock shall be entitled to participate in the Dividends and Profits of the Company according to the Amount of their respective Interests in such stock; and such Interests shall, in proportion to the Amount thereof, confer on the Holders thereof respectively the same Priviliges and Advantages for the purpose of voting at Meetings of the Company, and for other purposes, as would have been conferred by Shares of equal Amount in the Capital of the Company; but so that none of such Privileges or Advantages, except the participation in the Dividends and profits of the Company, shall be conferred by any such aliquot part of consolidated Stock as would hot, if existing in Shares, have conferred such Privileges or Advantages.
Increase in Capital.
(23.) The Directors may, with the sanction of a Special Resolution of the Company previously given in General Meeting, increase its Capital by the issue of new Shares, such aggregate increase to be of such Amount, and to be divided into Shares of such respective Amounts, as the Company in General Meeting directs, or, if no direction is given, as the Directors think expedient.
(27.) Subject to any Direction to the contrary that may be given by the Meeting that sanctions the increase of Capital, all new Shares shall be offered to the Members in proportion to the existing Shares held by them, and such Offer shall be made by Notice specifying the number of Shares to which the Member is entitled, and limiting a Time within which the offer, if not accepted, will be deemed to be declined, and after the expiration of such Time, or on the Receipt of an Intimation from the Member to whom such Notice is given that he declines to accept the Shares offered, the Directors may dispose of the same in such manner as they think most beneficial to the Company. (28.) Any Capital raised by the creation of new Shares shall be considered as part of the original Capital, and shall be subject to the same provisions with reference to the Payment of Calls, and the forfeiture of Shares on non-Payment of Calls, or otherwise, as if it had been part of the original Capital.
General Meetings.
(29.) The first General Meeting shall be held at such Time, not being more than Six Months after the
Registration of the Company, and at such Place, as the Directors may determine.
(30.) Subsequent General Meetings shall be held at such Time and Place as may be prescribed by the Company in General Meeting; and if no other Time or Place is prescribed, a General Meeting shall be held on the first Monday in February in every Year, at such Place as may be determined by the Directors.
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