1912-01-27 — Page 3

DIRECTORS AND THEIR PLIABILITIES, DUTIES

AND POWERS.

(Continued from last Saturday)

It has been hold in the case of Percival v. Wright (1902) 2 ch 421, that, as the directors of a Company are not trustees for the individual gharoholders, there is nothing to prevent them from purchasing for themselves share

THE HONGKONG TELEGRAPH SATURDAY, JANUARY 27 1012

Motels.

HONGKONG HOTEL.

Fizer Oranı And Up-to-nara.

Hongkong, 20th April, 1911..

J. H. TAGGART,

Managerz · [35

GRAND HOTEL,

Telephone 197.

in the Company, although at the MANAGEMENT & QUISINE UNDER BUROPEAN MANAGEMENT

timeof such purchaso negotiations

are peading which are unknown to 62] the general body of shareholders and which may enhance the value "6f the shares. In the case-cited, negotiations, which ultimately proved abortive, were pending for " sale of the Company's under- taking at a large profit, but no

F. REICHMANN, Proprietor.

ASTOR HOUSE

(LATE CONNAUGHT-HOTEL) QUEEN'S ROAD, HONGKONG.

“ENTRALLY situated, up-to-date Hotel, Recently renovated, and under

L. GAMEAU, Proprietor Telephons, 170

OPEN BELLE

N. BLUMENTHAL, Manger

Telegrams "Astor,”".

AIR SKATING RINK

AT

VIEW Telephone No. 907.-

SESSIONS 10 A.M, to 12 Noon.

2 P.M. to 4 P.M.

Public Companies

HONGKONG,MANTON AND MACAO STEAMBOAT,

LTD.

Prepaid Advertisements.

Tór 3 Inbortions, or $2 one

Entimations

50W OS be as mal of THE GENERAL ELECTRIC

Trophone Np. $19.

1:82

CO. OF CHINA LTD

Telephona 1518

16, Das Verum Rd., Hongkong.

came outrance 153, Wanchai Road, HEAD OFFICE: 7 JINKEE ROAD, SHANGHAI

DIRECT AGENTS OF THE MANUFACTURERS OF ALL KINDS OF

TO LET From March 1st for one yar or longer, a WELL-FUR-

NOTICE TO SHAREHOLDERS, BOARD AND RESIDENCE.——

*HOMEVI LE”, Morrison Hill, Telegrams

Sparklers THE NINETY-FIRST ORDIN paid view of the harbour, 10 'LARY HAIF-VEARLYNEET-minutes from Post Office by electrio ING of SHAREHOLDERS in the Company will be held at the Offios of the Compary, Hotel Mansions on TUES- DAY, the 6th February, at 12 o'clock, FOOD, for the purpose of retiring * Report of th Directors, bugether with Biatethent of Accounts, „deelsting a Dividend, confirming the appointment of a Director and wiscting Auditom. - The TRANSFER BOOKS of the Company will be CLOSED from 23rd January-to-6th February both-days- inclusive.

By Order of the Board of Din olors-

W. E. CLARKE,

Bicretary, Hongkong, 18th Jan, 1918. TOM

[24 NOTIO

HOTEL,

first offer had been made which Carely New Management Large and Comfortable Rooms, Exzellent the Board could lay before the Cuisine under the supervision of an Experisnood FRENCH CHEF, and shareholders. One of the latter, separate Tablo, Hot and Cold Baths, Electria. Light throughout. · Tarnis the Plaintiff in the action who moderate, First Class socommodation for Families and Tourists. knew nothing, of these negotin-Under Personal Supervision of tions, made an offer to tho Secretary to sell his sharos, which offer the directors thom- "Belves accepted; and a transfer to them was put through. A strong reason given by the Court for upholding the transaction was that there was no question of unfair dealing in the caso: "The directors did not approach "the shareholders with the vieir "of obtaining their shares. The "ahareholders approached the "directors, and named the pricn "at which they wore desirous of "selling." But the principal | reason given was that "the pur- "chasing directors were under "no obligation to disclose to thoir "vendor shareholderstho negotin- "tions which ultimately proved "abortive. The eontrary view "would place directors in a most "invidious position, as they could "not buy or sell shares without "disclosing negotiations, a prema- "ture disclosure of which might "well be against the best interests "of the Company.'

H

» Admission 25 cents.

6 P.M. to 8 PM.

P.M. to 11 P.M. Admission 50 cents.

Biring Band will play at the above Hotel every Sunday commencing romp.m. to 10 p.m.

Hongkong. 24th January, 1912. HOTEL CRAIGIEBURN. PLUNKET 8

The Peak;

Bar the Iran Terzion

Tel 56. For Terme, apply to the

GAP

MANAGER.

W. GALLAGHER. Manager.

[RI

ly to the meeting. And, in parti onlar, it is required that once at least in every year the directors shall lay before the Company in general meeting a profit and loss account for the period since the preceding account, made up

to

a dato not more than six

T

ND THE KOWLOON · LAND

BUILDING CO., LTD.."

OTICE is hereby given that the TWENTY-THIRD ORDIN- ARY MEETING of SHARE HOLDERS in this Company will be held at the Company's Oleo, Vis toris Bailings, on MONDAY, 5 February, 1912, si Noon, for the par- pose of receiving the Report of the Directors, together will: Statement of Accounts for the year ending 814) December, 1911.

...The Register of Shares of the Com pany will to CLOSED from MON DAY, the 29th January, to MN DAY, the 5th Farmire. 1912 (bot days inclusivo), during which period no Transfer of Shaw can be registe edit By Order of the Board of Directors,

A. SHELION HOPPER,

NISHED 6-ROOMED HOUSE ELECTRICAL MACHINERY, APPARATUS, FITTING

ACCESSORIES, TELEPHONES, Wires and

*Cables, &b, &o.

on Barker Road, Peak, 8 minute's from Linm.-Aply P. H. Holyoak, of Rs & Col

( 106 Hongkong. 23rd Jan.. 1919

Int mat ons

KING EDARWD HOTEL

Under Entirely Now Management.

Thoroughly Renovated.

Excellent Cuisine.

H. HAYNES, Manager.

Hagkong, 18th Jan, 1912. (05 CANTON-KOWLOON

RAILWAY. é

1.

ALTERATION AND AQOELEBA- TION OF TRAIN SERVICE.

THE PUBLIC in Leeby notified

Secretary to the gorg Land In- February 1st important alterations and

To tmont & Agency Company, ... Ld., Aguals for the Kow-

lona Land & Bellding Campany, Ltd. Hongkong, 20th Jan., 1912.

G.

I,

SANITARY BOARD OFFICE, LONGKONG.

To Tim OWNERS OF DOMESTIC

BUILDINGS. · ́

months before such mesting. The books of account, it is provided, shall at all times be open to the inspection, of the dirotors (in which term is in- TAKE NOTICE that under No. 5 oluded a General Manager, Mana-

alditions will be ai ade, to £e present Timo Tabis

༄i:རྟ་

The first Throgh Train from Kow- LOOM O CANTON will leave daily af 8.15 A., Josterd of 8-a.m., sad su additionil Through Train will leave NÍ

11.25 A.M.

The Express. Tinio cow leaving st

59]

RETAIL SUB-AGENTS-

WM. C. JACK & CO., LTD,

1. Des Voeux Road, Hongkong.

MANCHURIA

SOUTH

RAILWAY

2.36 P.M., will leave at 2.40 P., and SHORTEST & QUICKEST ROUTE

has been accolorated and will arrive at CANTON at 0.85 P., making the journey in under four hours.

F CANTON Train will leave for KOWLOON 7.45 ... fastoad of 7,85 ax., and no extra Through Train at 11.45 AM..

The Express will ‚lows at 2.55 P.M.,

THE FAR

BETWEEN

EAST & EUROPE. is DAIREN, la ceph

WINTER SCHEDULE.

(Effective from October 28, 1911.

IHRICE WEEKLY EXPRESS TRAIN SERVICE, composed of

NORTH BOUND,

dde

It would nevertheless appear probable that the transaction 277 would not have been upheld had | the o been unfair dealing. Where the price of shares to fall, in order certain important facta exist that ho might procure some for which are known only to the di-himself at a cheap rate, he must rectors, and which must inevit-have been hold liable for mis-

of the DOMESTIC CLEANstead of 2 25 P.x., and has also been ably affect the market price of representation. And even if he the shares, it would be most in had taken alvantage of the know, gor and any person on a consult LIN ESS and VENTILATION BY Y-acoalarated and will arriva at KewLOOK¡xcellently equipped Sleeping, Dining and let Claès Cars, is operated between

ing or advisory committee), and LAWS (a amended) v ry Damostic at 4.60 .. equitable if the directors could be lodga ho alone possessed to pur sach books and accounts may also Bulding or part of such Building For rasi'ents in tho New Tanay Dalton and Changchun in connection with the Trans-Siberian Express, Trálos permitted, with impunity, either chase all the shares he could to load their own shares on the obtain at a low rate, instead of be inspected by members, other with the CENTRAL Divisia of the Tony a train will be as to arrive at and with Dalton-Shanghai Dinot Steamer Service by the, 8.8. Kobe Mara ?

Division of Kowloon, coupled by afternoon, at 5.52 r.x. The present sharos obtainable from other was bound to acquire, his dealing and at such times as may be do Members of more than one furoily ox--sins arriving at Kowloow at 10.30 market, or to procure all the procuring only the quantity he than directors, on such conditions Diy of ictoris, and t'e WESTERN KOWLOON at 9.16 AM, al lente in the and Salkio Mara" (each 2,877 tons and equipped with wireless telegraph) as termined or by the directors: It rept those within the European Resorts-.. and leaving at 8.45 r... will be shareholders. They may not he might have been held to be so would, of course, be unwise to cation or in Kowloon. South of Austin cancelled. trustees for each individual unfair to the general body of share

For. farther particulare see Time shareholder; but they are to holders that, the transactions give au absolute right to any Fond or those parts of Domestic some extent trustees for the were rendered voidable. A di-member to inspect the books and Building used a Shop, Of:o or Go-Tables which may had un application general busly, whose interests roctor is not bound to disclose in-accounts of the Company when-down, must be OLEANSED and to they cannot be allowed to pre-formation as to the state of the ever he pleased, for such per- LIMEWASHED THROUGHOUT mem by the owners during the months of judicially affect to their own affairs of the Company imme-son might be also

N.B.-The word "Throughout". advantage. It is on this principls diately he is bimself made aware of her of a rival Company, and December and January. that a director is not permitted the position, for "premature dis-therefore it is of necessityned in th's notios moans that the to make a profit for himself out closure might well bé against the left to the determination of the Houses bould be Limewaslied in ro- By Order A

spect of all the Walls of each Room, all of a transaction entered into on bost interests of the Company, when, the books and accounts Cabicles, Fartitions, Blair Coilings and behalf of the Company, unless be but he cannot be allowed to take makes full disclosure of his in an unfair advantage for his own may be inspected by an ordinary the Undersides of Roofs in Main Build- member. Any director who knowings, Offices and Servants Quarter and terest, and unless he is expressly benefit of the knowledge acquiringly or wilfully authorises or per- inclusive of Verandahs allowed to retain his profit. Jed by him as a director.

The Backyard must have its dɔntain-

B

directors whether or not, and

A case of local interest (Tarrant | Directora or General Managers mits default to be made in com-

Ol-autod,

The Manager, British Bootion,

Kowloon, The Trao Mansgor, Chineie Section, Canton, and at the Borking Officer.

Dy Order, ILE WINSLOW, The Administration,

Manager,

Chinese Section, British Section,

Canton Kowloon Canton Kowloon Rallway

Kailway

Kowloon, 23rd Jan,

1912.

To Let

[104

THE HONGKONG Land

INVESTMENT & AGENCY

COMPANY LIMITED.

A

TO LET.

v. McBain) has recently boon of a Company, who represent that pliance with the provisions of ing Wal's, Limewashed up to the Isval decided on appeal to the Privy Company in several parts of the Section 77 is liable to a penalty of the first floor, Council, in which the Plaintiff world where it does business, and not exceeding $500. Proof of Carred, Falated or Polished Wood- sought to make the Defendant, a where there is a share market, the fact that accounts wore false work in god condition, sowerer, nodd-FFICES in King's Building. firector of a Company, liable in must be in a position which, in any material respect, or that no not be Limewashed hul mst be Apply to

balance sheet or profit and loss The Central Division of the City line damages for misrepresentation of could they be permitted to do so, account had been laid before the between Gilman Street and Feel Street the state of affairs of the Com-would enable them to make a pany. The Defendant had re-considerable profit for them-Company, as provided by the on the East and leak Lane and Hengknog 14th Dec, 1911, 05

Section, would be prima facie Cleverly Street on the Wert. ceived telegraphic information solves by dealing extensively evidence that the directors, whose Kavicon is divided into the Eastern of certain facts which, when in the shares of the Company duty it is to keep trus accounts and Western Divisions by Nathan Road publicly known, would necessarily immoliately prior to the pu- tend to enhance the value of the blication of their report, and and lay the same before the Com and a straight line drawn from the Company's shares, and, at this the declaration of a dividend. pany, had authorised or permits Norihi and thereof through the Yanmasi tod non-compliance. The onus Ferrice Resorvair 15th-Northern tine, the Defendant was under a But, should they do this, and if it would then be upon them to prove boundary of Kankoon. contract to sell and deliver more wore proved that they had taken that they had not wilfully done so. sharos than he possessed." an unfair, advantage of their suflicient number for his purpose position and knowledge as. wore, however, almost immediate directors, their transactions in the ly afterwarde obtained for him by shares of the Company might bel his broker. The market value of set aside..

A

(To bo Continued.)

tho shares then apparently began With a view to prevent or The present winter is excep to rise rapidly, and he was after-checking, as far as possible, tionally severe in the United wards pestored by brokers and any carolessness or unfair States and Canada. At Denver, others to state what information, dealing by directors, an ex in Colorado, the intenso cold has if any, ho bad received as to the press provision has been made compelled the mountain panthers prospects of the Company; and by Section 77 of the new Hong to descend to the farm-houses. to one man he untruthfully stated kong Companies Ordinance which Heavy falls of snow have taken that he had received no new does not appear in the Home Act place in many districts, and the whatever. But in thus stating of 1908. By this Bection it is railway trains have been held up he gained no benefit for himself, rendered necessary (under a po- in nearly all directions. and had no object nor intention nalty not exceeding $500) for

of making the statement with directors to cause true accounts to

this view, inasmuch as he be kept of all sums of money re- Evidence giren at the trial in then possessed all the shares ceived and expended by the Chicago of a number of meat- he himself required. A jury Company, and also of the assets packers on a charge of infringe therefore found that he had not and liabilities of the Company.ment of the Anti-Trust Antshows acted fraudulently, and judgment It is also rendered necessary for that in 1902 a plan was arranged was consequently given in his directors to cause a balance sheet, for a combine of the Armour, favour, and an appeal from that and a report by them as to the Swift, and Morris interests, with

2

entry,n lat March NO. 4 MORRISON HILL with

Apply Property Olle W. BOWEN-ROWLANDS, MESSRS, JABDINE, MATHE ON

*** CO., LTD.

•Beorstery,

[117 Dated this 24th day of Jau., '12. [ 109 | Hongkong, 25th Jan., 1912.

SAINT-RAPHAËL

Tonio, RestORATIVE, DIGESTIVE WINE Blog Vory: palatable, so kamni of hi Known throughout the world and prescribed in all cases, of Anemia, Debility and Conpálescence, to young women, children and the aged, Invaluable in hot olimates,

DOCE One Wine-glass after the two principal meals. Each bottle of genuine VIN SAINT-RAPHAEL Zours, in add to the registered trade-mark appl

ŠNÍ (0) 216 WARRANTY STAMP of the UNION DES FABRICANTE,

(8) J. METAL BEAL. Advertising CHE

judgment to the Privy Council stato of the affairs of the Company, a capital of £100,000,000, the CLETEAS was dismissed with posts. to be prepared and laid before ides being to secure control of however, he had deliberately the Company in general meeting, the most packing industry of the volunteered untruthful informa- a copy of which balance set United States, The plan was, tion as to the prospects of the and report must be sent to the bowever, abandoned, as unwork,

with a view to geosing shareholders weren says previong-- able at that time, !'

MELISSA and MINT Gordini which Turpasses all others by t

follow-

It Class

Fazon

15

¥14,95

Shanghai (SteamOs) ................ [ST. $40.00 Dairen ( ) mar. (S.M.K. Tria)... L.

Thurs. Sun.

Bal. Tuos.

8.00 a.

Ban: Wed. F6,

Mukden

Ar

H

8.50 p.m.

#1

"

4.05

雏

- Y11.50

19.6.0

Changchun (

(Ruian Tria)...

...Ar 10.80

72

"

11.50 ...Ar8.10a.m.

21

'R 9.60

Mon. Thuri. | Sat..

State" | "Wa4 | Blate Ex-

Connecting at Harbin with press Tilta for prem

SOUTH BOUND,

for Mos for St.

Moscow cow. Fer's

State State Wagon

Ex-] Ex | LG

Conaroling at Harbin with press pres Leon

from from Mon- Pet Moscow 01

'(Karbin (Russian Train).....Lv.] *19.00 am Mon.Wed.::Frk ).....Ar.] * 8.40 p.m., Changchan Cai

(8.M.R. Train)...Lv. 10.00 .

...Ar. 5.00a.m. Toes: Thurs. Bat. )....... Lov. 5.15“, „Z

1.20p.m.

¥11.50

Makdon Y1496 Dairen 1400

....

19

22

...Ar Blesmer )... LAY.

Noon

Shanghai

*

a

Wed

Bussian Train Time is 28 minutes faster than 8.M. Time. For instance

6 pm. by the fernist is 5.87 p.m. by the latter, ustavoltam Supplementary Charges on UAIREN-CHANGCHUN Servbe-Hut Exviuss' EXTRA FEE ...... Y8.00 SLEEPING CAN Burrixkkit......TK:.00 ANTUNG-MUKDEN LINK-Opens for standard gunge tmilá und operating thrice weekly expresa:aarise between Changchun and Seonly changing at Harden.

dam Jodly golf, bi huoliavons TICKET AGENCIES The Company's railway and 'stemmer tlakuts are obtainable at all the Agencies of the International Sleeping Car & Expres Trains Co.; the Nippon Toren Kaisha, Shanghai; Masers. Thon. Cook & Boa) and Netsaburan der Hamburg-Amerika Idniej medya ha kvars Janiion.

RAILWAY HOTELS YAMATO Horm (Tal. Adâ. z 19.) (amato ?!) xi Dairen, Fort Aithar, Makden, Fashan and Changchun, all under the Cow? pany's management, a

SOUTH MANCHURIA RAILWAY COMPANY

ZS DAIRENZİ DEIA Filymikr Til Add. " Mantetsu,” Oodens A.B.0. 518, EL A. 1. &"Lisbar' *'

FUSHUN

COAL

THE BEST STEAMING COAL IN THE TAR BASE. Fesh stocks always on ɖhand at Dalma, Hawshwang had Fightila | and also at Chefoo, Shanghai, Hongkong, Bingspore and Paamge ton UANG 198MINING DEPARTMENT

"SOUTH MANCHURIA RAILWAY COMPANY. The Yhown by DAIREN;

Tel: Add: "Mantétmu." Códell ́A>‍3.0761; EL ƒ Art: MITSUI BUSSAN KAISHA