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THE NANCHANG TRAGEDY.

MISS WARR'S NARRATIVE,

The N. C. D. News is enabled to print the atatonient made by Miss Nellio Warr, of the Brothern Mission, to Mr. Werner, H.B.M. Consul at Klukiang. It is dated the 1st of❘ March.

The Grat intimation that had of any diffi- culty was on Friday morning about 5 am. when six policemen arrived, saying they had been sent by the official foaring trouble might arise on account of Chang Lao-mi having been stabbed by the Roman Catholica.

All appeared quiet on Friday and Saturday, The first I knew of the trouble was between tea and alaven on Sunday morning, when, from the verandah of my house, I heard the shouts and yells of the people and then saw the flames arising from the buildings of the Roman Catholic At first I did not know that the buildings had been set on fire until the arrival of the parents of two of the school girls, who told me that the buildings had been Bet on Gre and they were afraid we should all be burned out. Just that time, Mr. Pao ar- rived and said he feared that the crowd had gone to Mr. Kingham's house and want ed me to escape with him. By this time, the Roman Catholic buildings were burn- ing furiously and we could still hear the shouts of the people. We then dismissed the school girls to their different homes. At this time a boy came running along saying that Mr. Kingham's youngest child had been killed. I then sent at once to Mrs. Kingham's to find out what was happening there while Mr. Tao called in the head policemen to see me, who promised to have soldiers sent to Mr. King ham's and also to my house. Before they arrived, my messenger, Mr. Shao, returned, who appeared very much frightened and having his clothes smeared with blood and saying they had beaten Mr. Kingham. Mr. Shao then en- treated me to fly to his house. Mr. Tao sug- gested that a chair should be called as a mob was collecting who might kill me on the street, No "hong," however, was willing to let me have a chair. then prepared to disguise myself and go as a native woman; while I was doing this there was a great noise in the adjoining room and three officials with about thiny soldiers, with guns and swords, entered. The officials told me not to fear-that they would protect me. The military official named Hsiang told me that he would stand beside with his sword and that if any attempted to kill me they must kill,bim first, but I insisted that one of the offi- cers should go to either the Futai or the Foreign Office and ask what they were going to do about the Kinghams and myself.

Accordingly, one of the officials went and returned in about half an hour saying that the Futai wanted the soldiers to escort me to the garrison. For a large sum money they managed to get two men to carry my own chair. As they were afraid to go through the street, they carried me along the wail embankment as far as the city gate, then down the steps and inside the city to the garrison. I was received very kindly by the head official of the encamp. ment and asked to sit in his room where there was fire, and was given tea to drink. In'about half an hour after this, I was told that I coul not stay in that room but must go to the other end of the encampment. I was then taken to an empty room not quite finished, with a num. ber of tiles lying around; the ram was coming

in.

I was given a charcoal fire and hot water, bui nothing to eat However, after being inform ed by Mr. Pao that Mr. and Mrs. King- ham and two children had been killed, they asked the native woman who was with me and myself if we would have something to eat, but I refused. I asked for a better room as I was in very poor health, butji did not get it. 1 was here from between two and three until five the next morning.

After having the sad news from Mr. Pao, sent him with a telegram informing the Consul About this time I was told that I would have to remain in the encampment for three days and that, if I wanted bedding, they would send two soldiers with my messenger to get some from my own house. Later on a soldier came to say that Mr. Kingham was in an emply house and was still breathing. I begged him to bring Mr. Kingham to me as quickly as possible. In about an hour and a hall he re- turned saying that Mr. Kingham had ceased to breathe, but that Gracie was still living and asking for her mother, and that he also heard that Vera had been rescued and taken to the house of a native, bui did not know where. I then entreated him to bring Gracie quickly to see if I could help her, but he replied that it was too late that night hutt hat he would bring her early in the morn ing. I implored him to do all he could in help the child and I would pay him well. Soon affer he left, two men came from the Futai, saying that he had prepared a steam launch to take away all the foreigners, but as he had no card from the official I refused to go, fearing that they were planning to take me outside and kill me...

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THE HONGKONG TELEGRAPH

'told' they would serve her the same as the foreigners if she would not get out of the way. They then served Gracie the same way as her parents. After this they were all three thrown into a pool at the back of the gardent They then set fire to the buildings, burning them to the ground,

About 4.30 am. they returned with a letter and card to which I replied that I would go if they brought me the two children, but nut otherwise. In a few minutes, a messenger arrived from Miss Ogborn begging me to come at once as they were waiting to start. To this I gave the same reply. When be informed. me that Vera had been found and takes to the

A private letter from Miss Warr adds that she had bean permitted to see the bodies of her friends. Mr. Kingham was not disfigured: at all and looked quite peaceful, but Mrs, Kingham was hardly recognisable. All three ware dressed in full Chinese clothes and placed in good coffins. A-public funeral was to be accorded the victims,

"THE" OFFICIAL ROMAN CATHOLIC ACCOUNT. In Wednesday's Echo de Chine appeared a long account of the events leading up to the recent murders at Nanchang, and we now learn that this is the official report made by the Roman Catholic Bishop to the French authorities. It is too long to be reproduced in extense, but we subjoin a précis.

At the outset it is explained that the late sab-prefect Chiang was seriously compromised on the occasion of the troubles at sinchang, the arrangement made in regard to which he had failed to carry out, by releasing the chiefs of the guilty parties, and by promising, on his honour, immunity to two of those accused, who had come to Nanchang.. This had been inade the subject of complaint by the Mission to the French Consulate at Shanghai and also to the Legation at Peking. The sub-perfect had since endeavoured to extricate himself, without losing countenance with his superiors.

On the 17th of February he asked Mr. Lacruche to invite him to disper at the Mission on the 22nd of that month to discuss this affair. It would be more easy, he said, 'to talk quietly at the Mission, and he would only bring two secretaries with him. On the 18th of February the sub-prefect sent presents and bis card to the Mission, and announced that he would visit himself the next day. Mr. Lacruche thought he had been mistaken possibly as to the day the sub-prefect wished to dine, and prepared to receive him next day, but when Chiang arrived he refused to stop, and said it was the 22nd that he had arranged to dine at the Mission. He explained that his present call was to ask, as a favour, that the invitation to be sent to him

should be expressed in threatening language, and that mention should be made of the pos sibility of a gunboat being sent to Nanchang if the Sinchang affair were not settled at once. The reason for the request was that the letter might be shown to Chiang's superiors who were to be led to thank that he had been forced to give way under menaces. Mr. Lacruche caused a letter of invitation to be dispatched to the magistrate as requested, but refused to address it otherwise than in terms of polite

ness.

On the 22nd the sub-prefect arrived at the Mission at 3 pm. All through the dinner he avoided reference to the Sinchang affair, but continually complained that he was not pro- perly appreciated by his superiors. It was not until he had risen from the table that the magistrate mentioned the affair he had propos ed to discuss, and he then propounded a series of conditions. Mr. Lacruche, who began to doubt if the magistrate had any authority to treat at all, asked him to put his demands in writing, in order that they might be referred to the higher ecclesiastical authorities. He offer- ed a pencil for the purpose, but the magistrate preferred to go into the room of the priest's secretary, where he was left alone to write. quarter of an hour passed. During that inter- val Chiang came to the door of the secretary's room and called a soldier, to whom he gave an order in a low voice, and who then hastily quitted the Mission. The magistrale returned to the room and told a servant who was sent to him with ten that he did not wish to be disturb. ed. He closed the door. Some moments later a servant, crossing the hall, heard groans com. ing from the secretary's room. He looked in and saw the magistrate, stretched on a long chair bleeding from the neck and trying to en large the wound. The servans informed the missionary, who having discovered the magis

A

THE PEAK TRAMWAYS.

MR. C. EWENS' EVIDENCE. ¡

INTERESTING PROCEEDINGS,

12th inst.

Is Original Jurisdiction this morning, he. fore His Honour, Sir Francis Piggott, Chic Justice, the case of D. E. Brown ef ad against the Hongkong High-Level Tramways Co, Ld and Mesra J. D. Humphreys and Son, war continued.

The Hon. Mr. H. E. Pollock, K.C., instructed by Mr. John Hastings, appeared for the plain- tiffs, and Mr. E. H. Sharp, KC, nnct 'Mr. M. W. Slade, instructed by Mr. J. H. Harston, of Messrs. Ewens, Haiston and Harding, appear ed for the defendants.

SATURDAY, MARCH 17, 1906.

scheme directly, or by applying for new shares, with the exception of one bolder of five shores, and they had not heard from him.

Mr. Sharp proceeding to refer to the willing- Dess of the Governor in Council to approve the scheme..

Mr. Pollock objected to such a reference, as he held a letter from the Colonial Secretary denying that aftogether.

for the consent of the Governor in Council, since that cousant has not as a fact been obtained.

Mr. Slade: We have given an undertaking not to transfor the interests of the old company to the new unill the consent of the Governor in Council is obtained.

His Honour: You couldn't (Laughter).. Mr. Pollock That is a concession that is no concession (Laughter).

Mr. Sharp: Nevertheless, we have given our undertaking.

Mr. Slade: "We have made an offer for arbitration, and that offer remains open,

Counsel then went on to state that the wind-

His Honour hold that it was unnecessary for Mr. Sharp to go into that matter at present.

Mr. Sharp said ho did not wish to indicate that they had the approval of the Governor in Council, but that they were acting with the full cognizance of the Governor in Council, who had been informed officially of the proceedings.ing up of the company commenced from the But he did not wish to say that the promise of date of the second meeting, according to Buckley and Palmer, and the liquidator then "And the superceded the directors, whose powers ceased, support had been given.

Mr. Pollock: But the words are, Banction of the Governor in Council, has been, and the liquidator carried on the concern on

account of both directors and shareholders to all intents and purposes, promised to the

His Honour: The injunction of November, scheme."

1935, and asked for was to present the winding up of the Company, but the subsequent wind ing up sent that resolution to the wall.

Mr. Slade-Your Lordship said yesterday that this winding up was a compulsory sale of shares and was inconsistent with a re-construc- tion. submit, that the case of soch sale would mean that two companies would run side by side. This was not so, here, what was sold to the new company was not the intereste of the shareholders in the property of the old com pany, but the property itself. They were two very different things. The price also was men tioned as a lump sum, Tha interest of the individual shareholders was analogous to those of partners in any ordinary firm. The shares are only the outward and visible token of his share and title to a portion of the corporate whole.

Mr. Sharp: That's just it; "to all intents and purposes, and i think that is vary reasonable construction to be put upon the correspondence. However, we will argue that later. Now, at out the price, do you think it possible to have obtained a higher price than

Asapreliminary to the proceedings Mr. Sharp put in a voluminous pileofcorrespondence bear- Mr. Ewens, called, ing on the matter nt issue. said he was a partner in the firm o Messrs. Ewens, Harston and Harding. He had been a member of the consalting committee of the eld Company since 1994, except for a short period when he was at home, his place being taken by Mr. Harston. In 1888, the year of construc-$15,000 for the undertaking 7---No, it would have been impossible to bave obtained more tion, a dividend was paid, which he considered

anywhere. was improperly paid."

Mir. Sharp: You don't mean fraudulently paid but improperly paid?-Yes, that is so. In 1904 it was considered best to accumulate funds to meet expected opposition and only a dividend of 15% was paid. He returned in 1904, in December, Staith's Bill had then passed is second reading. They were then doing their best to oppose the Bilf, and presented a petition to be heard by Counsel against the Bill, and move in correspondence with the Government, stating the strong objection they had to a new station being placed close to theirs, and they continued that opposition.

Mr. Sharp Thea what changed that atti tude? Witness: We received a letter from Government stating that they would not, com- pel Mr. Findlay Smith to take another station. Mr. Sharp Did you consider that important? Well, we considered that it made, our tram- way worth scrap iron and nothing more. The effect would have been to close the line to only for goods, and passenger traffic and use we did not think that would pay. Then we thought it best (in prospective) to stop all dividends and tun the lines free to stop the opposition. The third plan was either to bay bat Mr. Findlay Smith or to make it ourselves. There were two ways in which it could n done, by raising capital and constructing it ourselves, or sell out to a new company who would run both lines, on fresh capital; this is what we call re-construction.

Mr. Sharp: Was the position of Government considered in these schemes?-Yes, we com- municated the suggestions to the Government on the 15th April.

Mr. Sharp then read the letter, in which Messrs. Ewens, Barston and Harding, as solicitors of the Company, explained the schemes then considered alternatively,

Mr Sharp: What did you consider would be the effect of the new company on your company? - am very doubtful if it would then pay its expenses. When you consider the present line the great majority of passengers are mili- tary who travel at half price, and the new line would be a larger line, having double cars of a larger make and more frequent starting, so that it would be most difficult, or almost impossible to work at a profit. It would only leave them. Barker Road and the military to cater for, and they might reisin them as in those cases alone their line was convenient. The new line was to return through Caine Road, Robin son Road and Queen's Gardens-n very he working on those levels. populous histrict, would yield them a very good profit, and hardly any company would risk such an opposition if there was any possibility of coming Thess points were then considered by the consulting committee, who held 932 shares out of a total of 1.250. After consideration, the con. sulting committee came to the conclusion that

terms.

the best way to meet the difficulty was to recnn. struct, or to sell the old undertaking to the new company.

Mr. Sharp: And the price? Hon. Mr. Pollock: I don't think, your Lord. ship, now is the time to go into prices.

Mr. Sharp: I merely want to put before your Lordship the facts of the price.

His Honour upheld the objection. Mr. Sharp Then, Mr. Ewens, just state broadly your idea.

Mr. Ewens: We fixed upon a price of $200 per share as a price we could obtain. There had been a sale of shares at that figure plus

certain dividend; we considered that a fair

thing about the price at present.

His Honour: an averse to hearing any.

Mr. Sharp: Very well, my Lord. I have no further questions to ask.

Cross-examined by Hon. Mr. Pollock, witness said he was a shareholder to the extent of one-tenth in the China Commercial Com pany, Limited, the capital of which was 1 inillions. Mr. Kadoorie, of Messrs. Benjamin, Kelly and Potts, held about one-third of the shares. He did not know if Mr. Henry Hum-

phreys was a shareholder, but he did not doubt that he was. Mr. Findlay Smith would not sell to the old company, and that was how the China Commercial Company came into the matter. He understood that the Governor in Council had approved the scheme, prior to October, and for that reason the third meeting was held back. There were also important al- terations made in the Bill, which, he took it, would not have been made unless such sanc tion was either given or contemplated.

Mr. Pollock: You have said that the Govern- ment threatened to close the, Barker Road Station. Did the Government actually and really threat -Yes, unless we practically re- built it.

Mr. Pollock: Suppose the new line were built from, the Battery Road to Victoria Gap, and only worked up to Queen's Gardens level, would it pay you to return the old line carrying goods and such passengers free as you have

room for That is impossible to say de. finitely, but if they worked the upper part it should pay handsomely.

The precedents for the notice issued were discussed, and witness, continuing, said that Mr. McEwen, of Jardine, Matheson's, sold shares at $200 to the China Commercial Com pany. The $10,000 to be paid to Messrs, Benjamin, Kelly and Potts was to be paid by the China Commercial Company; it was to cover costs and brokerage.

The extension of the line from the present station to Queen's Road would cost $80,000 or $100,000, but it would be impracticable to

make the extension.

Mr. Pollock: Then why did you enter into

the lengthy correspondence with the Govern- meat for sanction to do their impracticable thing ?-That was before we found out that it was impracticable.

10

After the tiffin adjournment, Mr. Slade, addressing the Court, said that he must submit that the plaintiff had failed to prove any single one of the allegations made in the statement of claim which defendants bad denied. It was perfectly clear that the old company was not under any obligation whatever to pay $25,000

else. Neither were the resolutions ultra vires. to Mr. Findlay Smith, or in fact, to anybody He couteaded that the notice referred to was distinctly valid as a contained the requisite statement of the business which was be transacted, and actually gave the words of the resolution to be put forward. The circular which accompanied the notice gave 4 sketch of the proceedings, and was not, certainly, of a deceptive nature. Any business. man reading the notice would at once under stand that the old company was to cease to exist, and a new company was to be formed with the object of carrying on the same busi- ness. In other words it was a notice of re- construction. The sole practical question which the shareholders had to decide at that meeting was whether or not the price offered was or was not adequate; the other resolutions

His Honour: What would be the effect if England, we say, bought up the whole of the

shares in the Suez Canal?

Mr. Stade: It would cease to be a company under British law, and there would be a transfer from the owners to Britain, The mere acquiring of the shares would not give a title to the entire property. A company azrees to parchase the property of another and a price is agreed upon, to be paid not to the liquidator but to the shareholders and they can come forward and ask for their money, and when that money is paid the new company becomes the agent of the old shareholders.

|

at the office of the company for anybody to sca who took the trouble to go up and look at them. His Honour: There is nothing here beyond the statement that the capital in $750,000, of which $150,000 will go in the purchase, of the now company.

Mr. Slade: What do they want more for? They were only required to decide the price of their shares.

His Honour But supposing that you were proceeding as a new company? You would supply more information?

Mr. Stade: Only if the Statute required it. If it was a call for the purchase of shares in a company thon more information might be required in the 'nalice..

His Honour: The Statute does require it, The Court here adjourned for tiffin, After the tin adjournment, Mr. Slade continued his arguments, as to whether the trapsaction came within Section 161 of the Ordinance. With reference to the point the essential difference between a notice convening a meeting and a pro- spectus was that the notice need only state the object of the meeting sufficiently fully for the shareholders to know what they were to hear and the polarged details would be besid at that meeting; but in a prospectus it was necessary to set 'out all the details fully. That was the difference. Assuming that the transac lion was governed by the section, he would submit that the plaintiff could not succeed un- less be made out a good case for himself any more than a plaintiff could succeed in case brought by reason of an insufficiently full prospectus, unless he could prove damage to bimself. If His Lordship held that the plain tiff was entitled to succeed, by renson) of bie dissension, he was entitled to no more than the plaintiff in Fox's case, the facts, of which cor responded with this case. In that case the plaintiff said that the company's action was is regular in selling against his consent, and he obtained an injunction, and leave to have his shares valued, and if he had let it remain there he would have been entitled to his costs, but he made certain allegations, and so prolonged proceedings that costs were not awarded.

Continuing, after quoting the facts of the case, Mr. Slade said his Lordship would see how exactly on all fours that case was with the present one, in which it was found that the plaintiff was entitled to arbitration and no more. In this case the fact of the vast majority His Honcur: But in the case of the China of the shareholders, being present at that meet- Traders Company, Ld, it was not a sale of unsing, the minority being a very small one, show- company to another?

ed that the police was looked upon as entirely adequate.

His Honour: How many shareholders are there?,

Mr. Slade again aigued the meaning of the terms "sale" and "re-construction."

His Honour said that the difficulty was that in starting on a re-construction the shareholders has a right of say, and the dissenticat ones

out sale then the shareholders bad right to | dispute it.

had to be considered. But if it was an out and

Mr. Slade, continuing, quoted several authorities and then said that there was no fixed technical meaning to the word "re-construction," and if a company called its schame a re-construction or an amal gamation, the company, by using such a fuose technical term, did not put itself out of the pale of the requirements of the law. Re- ferring to the New Zealand Gold Extracting Company's case, Counsel said it was the case of a limited company, which sold its interests to another company, and an action turned on that. The liquidator brought an action to re- 'cover an unpaid call, and in that case Mr. Jus tice Kennedy said that it was doubtful if the scheme was an amalgamation. A sale is not less a sale because it is called an amalgama tion, and the call was a proper one under the articles of association and was made for the purposes of carrying out the intention of the company's business. It might be both an amalgamation and a sale.

His Hopour: I don't think that the giving it a name in the circulars is of so much import ance as you appear to give it. Assuming that a shareholder acquainted with the companies law goes to a meeting with this in his mind that this is a re-construction, he knows he has

his rights and his remedy and be conducts bimself accordingly. Afterwards he finds it is not a re-construction but a sale.

Mr. Slade: I don't say it is not a re-con- struction.

His Honour: The whole thing is based on that. If this is a re-construction scheme the shareholders cannot be pusted from their right under section 161.

Mr. Slade: It is not a re-construction scheme in that sense-

His Honour: Then section 161- Mr. Slade: The shareholder is told the machinery by which the re-construction scheme will be carried out. We presume he knows the terms of the section, and that he knows the

trate's attempt at suicide, hurried off at once to the Governor to report what had occorred. At the Mission "ineanwhile every attention was paid to the wounded magistrate, who was not able to speak but made signs for a pencil with which, lying in the long chair, he wrote during that night and the following morning a num ber of short letters. One was addressed to Mr. Lacruche, and another to the interpeter. The purport of each was that the magistrate was dying to save the people Ninchang and not to break his word to those whom he had pro- mised to save. In a letter to his brother he said "An evil spirit is pursuing me; and'I am dying in order to save the people."

Ramour immediately spread in the town price, as if the opposition started the shares were the mere machinery to be used for carry. that the priest had assassinated the magistrate. would depreciate. The dividends worked outing out the proposition. Taking the resolu- tions as they stood, there could not be any at about $30 per share. That dividend had Delegates from the high officials were sent to

doubt whatever as to what it was proposed no accrued, but it was accruing. The consult. the Mission to make inquiries and the next day the Provincial Judge himself held an inquiry.ing committee considered that was the best should we doce at that meeting.

Mr. Stade then argued at some length as to Mr. Lacruche conducted them round these price they could get. They then communica

the distinction between an out and out "sale" said ted the whole scheme and instructed Messrs. premises and described all that had occurred.

and a "re-construction," and then proceeded to in the evening Mr. Lacruche received a letter Henjamin, Kelly and Potts to negotiate with from the Bureau of Foreign Affairs asking for Mr. Findlay Smith for the sale of the conces argue as to the powers of a general manager of a firm, stating that the shareholders had to be the instrument by which the magistrate had sion by the new Company, subject to the ap

bound by the terms of the articles of associa come to his death. The missionary replied proval of the Government to the scheme.

Mr. Sharp: Was the scheme kept secret, or tion, and if they close to give the general that he did not know what instrument had

manager unlimited powers they had nothing been used. With this note was sent a long was it generally knował

Mr. Ewens: As soon as we made the offer to say if he chose to exercise those powers, and statement, and it could not be dispatched till

we tried to make it known as widely as we if the manager sold the property of the com- the day following the demand. That day

could. Mr. Findlay Smith, through his solici-pany for cash the shareholders had no right handbills inciting the people to rins were freely

to arbitration; but if he sells on the basis of tors, Messrs. Johnson, Stokes and Master, distributed in the city. They were given away

shares in the new company as purchase con- preceded by men on horseback. The officials of $25,000 inclusive, on the 12th May, and on

in the old to take shares in the new company. the same day they wrote that the actual pur in the meantime asked that the two servants

chasers were the China Commercial Company, Counsel then proceeded to quote authorities who have been mentioned should be sent to

for the sale of companies. the yames for questioning, and suggested Ld.

Witness then went on to say he drafted. The case was then adjourned until to-morrow that Mr. Lacruche should accompany them.

morning. This he refused to do, on the ground that it

13th inst. would appear to lend colour to the story of assassination, and excite the people to riot. The Governor also, sent a message to the Catholic Bishop through the Taotai of Kiu kiang practically accusing the missionaries of murder, and asking the Bishop himself to come to Nanchang. The Bishop replied that what touched the missionaries touched him, that he was therefore an interested or accused party, and could not adjudicate on it, and that the settlement must be by the Waiwupu and the French Minister at Peking.

Mr. Slade: 1,250, my Lord.

His Honour: What i shareholders? Mr. Slade: Oh, no, I mean shares; I don't know how macy shareholders there are, but Can of course ascertain.

His Honour: Of course it is useless to quote the number of shares represented, 1,855, at the meeting; as that does not convey anything, as one man alons may hold 1,000 shares; at this meeting there were five dissentients-how many shares did they represent?

Mr. Slade: I'll come to that.

Counsel then went on, and said what he wanted to be made perfectly clear was, that they offered arbitration, under the Arbitration Act of 1889, and still offer arbitration.

Counsel then submitted that his Lordship must find that there was no attempt at fraud, no suppression of facts, and that all that might be wrong was an irregularity, which could be set right by the company. He said that the plaintiff had asked, very improperly, for an injunction, and that in consequence the com pany had been very unnecessarily and impro- perly tied up. As regards the resolutions, the resolution for winding up stands, and nothing could be said against that, and all that could be done would be to call a meeting, and put it to the shareholders as to whether they, consented to the safe of the undertaking for $150,000 or their sale of shares at $200 each. If they got an injunc tion it would debar them from holding any

meeting and the affairs of the company would be tied up than ever.

Hon. Mr. Pollock: Oh! No.

In the case of Mason v. the Motor Traction Company, 1892, the company in a similar case were held to be in the wrong it showed that all the plaintiff was entitled to, assuming that they were wrong, and that was arbitration. The Court at Home has laid it down that it will not interfere with the internal workings of a com- pany where there has been only an irregularity, which the company can set right. And, he would ask his Lordship, if he did find against him on all points, he would ask that all tho Court should order against him would be that they should give an undertaking not to go an

with the resolutions with regard to the sale until a meeting had been called and the re solutions approved or disapproved by the shareholders, but, in the alternative he would ask that the case be dismissed.

Hon. Mr. Pollock, addressing the Court for the plaintiffs, said be thought no doubt it had been of great assistance to the Court to have had the advantage of the very able arguments of his learned friends on the other side. But with due deference to them he would maintain and submit that the statements he made in opening the case had not been touched, and as they stood then they stood now, and he would briefly place them before his Lordship now, as he had put them then,

laws, and the reasons why they were passed Section 161 of the Ordinance was incorporated and passed to protect shareholders from being forced to take up shares in a new company on a sale to it of an old company-compulsorily. Counsel then quoted further authorities and that here they did not ask the shareholders to accept shares, and therefore the section did not apply, here, and would only apply when a transaction was carried through under that section. Counsel had sought other cases as precedents. for the power to put through such transactions but had not been able to do so. But the principle was the same, whether the power was conferred upon the directors of a company by the share holders, or by an Act of Parliament, it was their care that the transaction had been carried

memorandum of association, and it was not immaterial to point out the powers so con ferred. The memorandum was then referred to,

His Honour Sections to and 11 contemplate | the continuation of the old company.

Mr. Slade: Not necessarily, my Lord; it pro- | fall to the ground also, and he proceeded to cite vides for a variety of sets and under one of his authorities, and said that there was no rea- them we promoted the new company.

steamer and that Gracie should also be taken by persons of distinction riding in chairs and nniified his acceptance of Mr. Kadoorie's offer sideration, he could not compel the shareholders through under the power conferred under the learned friends had made a point of that, that,

with me, I consented to go.

-An official told me that I should have to be disguised as soldier in order to take me through the city and ride on horseback and this I consented to do. "As we entered the gate of the city, Gracie was brought along on a bamboo bed and carried in the rear. As we neared the city gate at the other side, day commenced to dawn seeing this, the soldiers hurried us out of the city; I was then taken on a small boat when I asked to see Gracie. On lifting, the cover I found that her poor, bruised body was almost Ilfeless. Before starting for the steamer, an official came on board and spoke kindly to me and presented me with Stoo for myself and the children. He said the Futai bad seat this sum. On getting on the steamer, Dr. Kata did all she could for Gracie but there was no possible chance of helping her and she soon passed away. On the steamer, was able to secure evidence from Mrs. Kingham's amah who was an eye witness of all that took place.

During the two days before the massacre, placards inciting to riot were posted even où the Mission premises, which had been occu- pied by soldiers but more for the purpose of surveillance over the missionaries than for their protection. A military officer was heard to say to his men: "Look"well to it that no Europeans escape,"

She said that Mr. Kingham, finding there was a large crowd gathered at the door, went out to exhort them to be quiet. Seeing they were excited, he turned back into the garden in order to help Mrs. Kingham and was followed In regard to all theso inatters, the report by the crowd who struck him on the head. He concludes, there is the direct evidence of Mr. was helped upstairs by three native Christians, Martin, who was by Ms. Lacruche's side right Mrs. Kingham following with the children. up to the moment of the riot, and of Mr. Ros. The mob by this time had entered the house tigool, who had from Mr. Lacrache's own and were destroying and carrying off anything mouth the statement now published,. The they could lay their bands on. Mr. Kingham actual facts of the murder of the missionaries then brought Mrs. Kingham with the children and the baming of the premises are summar and the woman downstairs and sought to make,ised very briefly, and present no variations their escape. When they reached the front from the accounts already published. door, Mr. and Mrs: Kingham were both struck on the head with heavy umbrellas and fell to the ground.

They were jumped on thes, with nailed bools, and crushed with heavy stones. Mrs. Kingham died almost immediately. Little Vera was rescued by a kind soldier while the amab was trying to protect Gracie, but was pulled away and thrown against the wall and was

THE (ollowing despatch, dated Washington, a San Francisco January 3rat, appears in Journal The President to-day sent the follow ing nominationt to the Senate Third secret- ary of Embassy, U. Grant Smith, Pennsylvania, to Great Britain. Consul-General, Amos Hy Wilder, Wisconsin, at Hongkong, Chias,,

the notices and the circular letter, em- bodying the points of the scheme.

Mr. Sharp: The word "re-construction" has been largely quoted; and now what are your views of the meaning to be put on the word?

Hon. Mr. Pollock objected as he said the 'opinion of one man was immaterial.

His Honour-I've no objection to heare ing his views.

Mr. Sharp-Of course it is merely the general opinion of a business man.

Mr. Pollock-As that, quite so, Mr. Ewens: It is the sale of a company's undertaking to a new company, to be run by the latter usually with additional capital, but it does not necessarily entail the sale of the shares.

His Honour: That does not convey much to my mind. That is a sale pure and simple; there does not appear to be any reconstruction in the matter. Do the original directors have Any control in the working of the new com pany? If so, that would be a re-construction.

Mr. Ewens: They are not barred out from doing so.

His Honour: Then do you say that a com 'pulsory sale is a re-construction?

When His Honour took his seat he said, addressing Mr. Slade, that there was just one matter which wanted unravelling, and that was the use of the words "sale" and "re-construc tion."

Mr. Sharp: I would ask your Lordship to stop there as that will come in under my own argument. I want it clearly understood that it was first a sale and the other words used after wards "re-construction," and "amalgamation" were quite correct, as used by Mr. Ewens,

Mr. Stade: Every reconstruction or amal gamation is preceded by a sale,

Funter addressing the Court, Mr. Slade said that there were some short statements of the acceusts of the old company which both side agreed should be put in and they were being typed. They covered the years 1921-1994,

There were five dissentients to the new scheme: the plaintiff, Mr. Goddard, Mr. Meyer, Mr. Allan Cameron, and Mr. Ram.

His Honour said he must refer to what he said yesterday, that if the injunction was granted, it would continue so long as the consent of the Governor in Council was eblain- ed.

Hon. Mr. Pollock: But my friend says that while he has not that consent be has something just as good-what is it that is just as good?

Mr. Ewens: There is no compulsory' dale. Mr. Sharp: It does not matter if the company is sold out for a lump sum, or so much per share amounting to that lump sum.

Witness, continuing, said that the articles of association of the new company were open to the public, and were laid on the table at the first meeting. He was not present at the second meeting, so he could not say if they were produced then, He was away from the Colony. At the first meeting 1,155 shares were represented, and 95 were unrepresented. All cessary to go further with any evidenca as to either expressed their approval of the new the negotiations which had been su progress |

Mr. Sharp: No, the consent of the Governor in Council has not been obtained, that is a fact, only from the correspondence we have no reason to doubt that we shall obtain that con sent,

· His Hosaur intimated that it was not ne-

His Honour: If you are going to invoke that then the shareholders do not appear to have received a proper notice.

Mr. Slade Why not? Why not, my Lord? We have no reason to take it that the share. holders are unacquainted with the sections of their own articles of association,

His Honour: It certainly appears to me that the continuance of the old company wa contemplated. The section provides for power to "promote," to "take shares in and to "guarantee," etc. Thus there must be some. body to "promote," to "take up the shares," and to "guarantee."

A question to consider was whether the re- solution for winding up should stand. His

whatever else went, that resolution must stand, and he would refer to authorities which would clearly show that if resolutions for re-construc tion fall to the ground, resolutions for winding up with a view to such re-construction must

son why, because it was considered necessary | to re-construct the company that there should be a regular winding up. But if there had been no scheme of re-construction there would no! have been one person at that meeting found willing to consent to or vote for the winding up of the company.

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the

As regards the notice," the fourth, sesolution was that the liquidator should have, the power · of selling the Peak Tramway Company at a sum of $100 per share, or shareholders could have the option of taking shares in the new company, and so his property "in old company could, at his own option, be converted into properly is the new com. Mr. Slade argued that these articles are often ¦ pany. It was contemplated that the sale conched in somewhat ambiguous terms. It is should be effected by payment in shares, the not at all necessary to set forth the full details scheme contemplating that the abareholders in of the business. The notice and circular the old company should be shareholders in intimated that shares were contemplated to be the new company, At the meeting held taken up in the business.

| the Chairman said that at least 25,000 shares flis Honour: But the shareholders were not must be reserved for the shareholder of informed of the full object of the meeting, the old company. 'The object here was dis-

Mr. Stade: Why should they be?

tinctly a re-construction, and not asale.. His Honour Well, why shouldn't they? Counsel then quoted authorities to show that Mr. Slade said they could come to the meet, where a company's undertaking is transferred, ting knowing the line of business to be trans- for a monetary consideration, to an outsider, acted. The only question they bad to decids to be worked or done with as the outsider whether they could accept the price offered for chooses, that is an out and out sale." "A rescon- their shares. They had not to decide whether {'struction was where they were improving and they would take up shares in the new company. (Increasing the prospects of the company by His Honour But they were expected to acquiring now capital, or by amalgamating two sanction the sale of the company at a price, companies in the same line of busianus, the though they had not been informed in the original manager and directors coming in to notice of what it was.

carry on the old and now, businası' na ona on

Mr. Blade:: Why should they ba ? - The pro- | improved lines. This was not a matter to be pased memorandum of axociation was 17lag | left to the liquidator as it would"" hare