1912-03-02 — Page 3

DIRECTORS AND THEIR LIABILITIES, DUTIES AND POWERS.

Foreword.

THE HONGKONG TELEGRAPH SATURDAY MARCH 2′′ 1912

which it had been agreed that the options were exorcisable had. not expired. It was held, in effect, that tbo option holders had no romedy.

With reference to the osso cited it might be mentioned that From the arido published to-day tho Judge of the Court of First it will be seen that a contractInstance-made some-rather-scath- to give options in respect of ing remarks with regard to a con- unissued shares is not illegal, tract to give options. He said nor is it outside the power of that although such a contract the directors to outer into such as neither illegal nor ultra a contract. But the option vires either of the Company or of holders may lose their benefit the directors, he considered it an if the company is wound up and "unwholessine contract" because,

amalgamated with another he said: "Although I have had no company. A contract to give options cant be allowed to

#6

ease bafore me in which any question lus beo raised as to tho

purpose of

con-

shad in the way of the contracts such as these, such

uy carrying on its business

14 contracts liave incidentally comie in the ordinary way, and so

ander my observation suflicient- winding up for the purpose of

"ly often to make me suspect reconstruction or aumigama-

"that this form of contract is not tion. If options are given to n

"infrequently used for the purpose director this fact must be dis-

"of Company promotion. It is closed in the prospectus.

"obviously a convenient mode of (Continued from taxt Saturday, giving remuneration to promo- ters or commission to underwrit-

+

which if given directly in cash would be an indefensible pay- ment. And the prospect of “receiving a substantial sun in "this shape is not very remoto "in a case where the Company is an influentia' promoted by

syndicato who are generally “able tá, run the shares up to a premium for a short time at "Icast."

Whore, usa consideration forcerers or share placing, brokers, tain bonefits of services, un option has been given by-a Company.on its directors to a porson or LEFRONS of taking a number of unissued slires at a fixed price on or be foro a future date, neither is the Company, nor are its directors, in any way fottered by the existence of such options in the conduct of business of the Company during the interval. So, where it is

With regard the statement provided by die Memorandum of Association of a Company that in the above judgment that a its whole undertaking may be payinent of remuneration in cash sold to another Company for in promoters, underwriters, or shares therein for even ir the share-placing brokers would be absonce of such a clauses, if bo-indefensible, it should bo men- fore the expiration of the period tioned that by Section 91 of the during which options to take shares new Ordinance (Section 89 of the may be exorciso, un pgreement is Act of 1908) it is expressly mado to sell the undertaking toren lered lawful for a Company another Company for a certain to pay commissions for placing prico, payable in altares, and shares, etc., if the payment is resolution is passo l'and confiru-authorised by the Articles of od to wind up the Company for Association, and disclosure is the purpose of carrying out tho made in the prospectus. And agreement, the option holdersyments made to picmoters for must elect at once whether or not services rondorod by them in they will exercise their options, connection with the promotion of They cant insist upon waiting a Company are distinctly re- until iminaliatoly before the ex-cognised as legitimatɔ by Station piration of the time originally 83 (m) of the Ordinance, as they given them, and then, if the were by the Home Act of 1900. market price of the shares in See also the caso of Metropolitan the purchasing Company hassociation r. Serithyour "(1895) domand 2. B., 601, in which it was held materially increased,

the advantages they would by the Court of Appeal that pay- havo, obtained had they exer-ment by a Company of a reason- oined their options before the able amount of money to brokers dissolution of the old Company, by way of commission or broker- This was hold by the House of go far placing shares. was not Lords in the caso of Ilirach & Co. improper, nor an act ultra viros v. Burus (77 L. T. 377) of the Company. The provisions of firming the judgment of the Subsection 3 of Section 91 that Court of Appeal (7·1 L. T. 760). "nothing in this, Section shall af- Lord Halsbury, LC. in that caso" feet the power of any Company said: "I would be a most serious" to pay, stel brokerage as it has suggestion that, in the cass of a "heretofore been lawful to pay": "contract of this character-which no doubt refer to the decision in *is in trath nothing more or loss the casa cited. It should further "than a contract, for the sale of he mentioned that it was decided "gliares there must be imported by the House of Lords in the case

"And you must take Sanatogen regularly for several weeks"

Tais urgent advice is given by physicians every day, very civilised country, to sufferers from Nervous

› il ty: Brain-fag, Lack of Vitality, Sleeplessuess, Dderal Digestión, Poverty of Blood and various. Vading D'scares.

Physicing know that Sauatogen is a true scientific vipomnil, of organic phosphorus and pure concca- trited poteid, forming a new stilstance which I

grly and completely absorbed by the tissues and sies unique tonic and reconstructive' qualities.

The Supreme Restorative.

2182.

*ybčians can speak from experience of the great myrative effects which Sapatogen has upon the lia, sterven, blood and muscles, They have watched "revivising action upon people whose nervous ngth has been depleted by over-work, worry or They have noted how Sapatogen gives ting benefit, how it regenerates the appetite and gestion, brings back the bloom to the cheek, piers wakeful nights by sound refreshing sleep- fir short, en ibles the human machinery to perform Its fatos so perfectly that the patient loses his presion of spirits, gains confidence and courage,

5ds life again worth living.

Ą

w

*ighting Malaria and Dysentery.

Apart from its value as a general tonic, Senato

1 is of the greatest service to the physicia ht'ng Malaria, Dysentery and other sirges of tropical climates.

On this subject, Dr. H. H. W. H., of Babu. Cara, United Provinces, writes :-"I have much pleasure in certifying to the value of Sapatogen in cases of Dysentery, Enteric Fever and other exhausting diseases. I have uned it regularly in my practice for the past two years, and in no single instance have I been Csappointed with its results. I can honestly alarm that many of my worst cases owe their recovery.to Sanatogen."

Try Sanatogen To-day..

elwach offices of the manufacturers of Sanalogen there hd more than fourteen thousand letters from practising physicias who certify to the value of Sanatogen. Tinly a magnificent monument to the value of this unique tonic-food!

Bet roleas impressive is the enthusiastic testimony of patients, themselves. Thousands of well-known people in every walk of life have publicly testified to the wonderful benefits they have re.eived from Senatogen, and a few of their letters are reproduced here.

Begin to take Sanatogen to-day, and thus ay the foundation of new health and nerve force. You can get Raustogen in Hong Kong from Messrs. A. S. Watson Co.; The Sincere , 215/21, Vosveux Road; end of ra Chemists,

C

THE

GENERAL ELECTRIC

The Hon. Mr. Justics

Robertson,

Judge of the Supreme Court, Lahore, Punjab, writes: My experience with Sanatogen Las been

favourable. I too very

it for some months during. the post trying season of the year, and fomed it a great strengthener."

Sir Charles A. Cameron,

C.B., M.D. tt. writen: Sauatogen is n substance of the highest nutritive value, contain, -ing-as-it doc. a. Jarge. amount of organic phos phorus,

us, in exactly the form in which it cu be casily absorbed. It is an excellent serve foo},!"

Mr. Shirley Tremakene, -

Editor of "Capital,” 98, Clive Street, Calcutta, writes:-"I cannot speak too highly of Sanatogen,

it

not only kept me up during a sharp attack l fever, but afterwards re stored me once more lo full vigour. la fact, I was betler and stronger after this course of Sanat- ogen than before in ellack,"

"The Medical Tim

saya: There is no doubt whatever that the

of untrition

patients Laking Sanatogen - In-

In a wonderfully, this, all probability, to is being easy of assimil tlou and to the urgai.. absorbable phospì» 1** which it contains."

Sir Gilbert Parker, Ĥl.P.

the popular Növeli 4, writes" 20,

Cotton

Почве Tetrace, S.W.- I have used Samfogen with extraordinary bene fit. It is to my mind! a tene fool panic, ferdig the e nerves, Increasing the

aud entergy, riving fro vigour to the over wanted lity and antid."

Prof. Dr. C. A. Ewald,

of Berlin University, writes: have used Sanatogen in a number of cases, mudy of » RVOUS, or our then. igin, and have oblawal rxcellent results," 7

G.

"into it a form that the Company of Hilder. Dezier (1902) A. C. CO. OF CHINA, LIMITED. TEND

" fulfilling the contract,

ontirely repudiate. any such "notion as applied to a contract

of this character."

MANUFACTURERS AND IMPORTERS.

"will or will not carry on its 474, that, for the purpose of "business in a particular way... raising working capital imme- will not wind up, and will not so diately required, the issue by di- "deprive itself of the power of rectors of shares at par to certain 1 persons, with an option to tako further shares at par within a certain time, was perfectly logiti- mate. It was moreover held in In the case cited the option the sine case that a contrast to holders had been given options give such options was not one in respect of a large number of which came within the meaning abares, exercisable before a cer-of the prohibitions in Section 8 inin dato. Before that date of the Act of 1900 (which is simi- arrived it was resolved to transfer larly worde: to Section 91 of the the undertaking of the Company now Ordinance), for it was not an and Complete Telephone Installations. to another Company, for a price application of shares or capital payable either in cash or sharos, money directly or indirectly in

HEAD OFFICE-

7, Jinkoo Road,

Shanghai.

Telegrams-

4

Genléctric."

16, Des Vonx Road, Hongkong, Telephone 518. Telegrams Sparkless."

MANUFACTURERS of Complete Electric Plant, Power Schemes

WORKS,

which shares had to be applied payment of commission, discount, LONDON, WITTON, MANCHESTER, for within a brief period. The or allowance. In effect, the deci-"

price so fixed was slightly lesssion in this caso overruled the

|

BIRMINGHAM.

LAROE STOCKS held of all Electrical Supplies, Wires, Cables,

than the price payable by judgment of the Court of Appeal Fittings, Shades, Bells, Telephones, Batteries, Switchboards and the option holders on exer-in the case of Burrows v. Mata-Switch Apparatus, Steam Dynamo Sets, Motors, Arc Lamp Carbons, cising their option, but was hele Gold Reefa Co. (1001) 2.Ch. Robertson Lamps and Osram Metal Filament. Lamps.

FULL PARTICulars and ESTIMATES GIVEN

ON APPLICATION. Retail Agent in Hongkong-

WM, C. JACK & CO., LTD.

Telephme, 358..

14, DES VOUX ROAD.

159

a perfectly fair price under 23 in which it was held that a the thon existing cirmumstances, contract to give options in respect They were fully aware of the of unissued shares at a price negotiations, and of all that was which it appeared likely would be taking place, but did not notify profitable to the option holders their intention of exercising the was unlawful, in that it contra- options, After resolutions had vened the provisions of the boon passed to wind up the Act of 1900. The sting of Company in order to give effect the learned Judge's remarks in to the agreement, the option theroforo to a large extent lost. holders were orroneously inform. It is, however, easy to see that a ed that it would be impossible to contract to give options is likely isuo now shares to them. Later to prove very detrimental to the en the shares in the purchasing interests of the Company for the E" Company which would have boon reasons stated in the judgment allotted to them had they, within quoted, and for other reasons the time limited by the agroe- which it is unnecessary to discuss. facin; urarat'o · ́ ment, become shareholders in the Where, as a remuneration for PLEASE SEND YOUR CONTRI-ON Saturday, the 24th Fobidary, at

old Company, increased enormous servicosrendered in the promotion

THE FAMINE IN QUINA:

IGHT Famie Distrio's with so

area of 80,000 square miles. TW) and

LUTION TO-DAY.

WANTED-A TYPIST. Good Re.

ferences.

Apply stating Balary required to XXX..

c/ Hongkong Telegraph." Hongkong, 10th: Feb, 3912

LOST.

(181

about 5.45 pm., at the Race Courrea Indy's Gold Chain-pattern ly in value. But the time had pass of a Company, options to pur- IT WILL HELP TO SAVE LIFE- Paris with Gold Chain, Safety Brooch, ed within which an allotment of chase unissued shares at par Temer, B. 0. GULLAND, Esq. Percil tod Powder Puff Bor attashol. shares in the purchasing company within a defined period are given

R.

TENDERS

ENDERS aro invited for the supply of Labour and Jonks for Ad- iniralty coaling for a period of 12 months: certain from the 1st April, 1912.

Forms for tendering can be obtained on application to the Ni ral Store Officer, HM. Naval Yard, Hongkong, and tenders should be lodged in the Com- inodore's office not later than noon en the 1st March, 1012.

A deposit of One Handrd Dollara

Wotels.

HONGKONG HOTEL

Finar Class' and UP-TO-DATH:

Hongkong, 20th April, 1911.

J. II. FAGGART,

Manager, [25

GRAND HOTEL,

·Telephone 197..

| MANAGEMENT & QUISINE UNDER EUROPEAN MANAGEMENT

62)

F. REICHMANN, Proprietor.

ASTOR HOUSE

(LATE CONNAUGHT HOTEL.)

QUEEN'S ROAD, HONGKONG.

CENTRALLY situated, up-to-date Hotel, Recently renovated, and under cutirely Now Management. Large and Comfortable Rooms, Excellent Cuisine under the supervision of an Experiencel FRENCH CHEF, and separate Tables, Hot and Cold Bathe, Electric Light throughout. Terms moderato, First Class accommodation for Families and Tourists.

For particulare and rates apply to

PROPRIETORS.

Telephone, 170

Telegrams "Astor,"

[24

BELLE VIEW HOTEL.

Telophone No. 907..

By kind permission of Captain

Mongolia Morton the Band of s.8.

will play at the above Hotel on Friday next, the 1st March, 1912, commencing at 9.30 p.m., sharp, weather permitting.

Hongkong, 28th. February, 1912.

Notices

WM. POWELL,

LIMITED.

GENT'S OUTFITTERS

TELEPIIONE 340.

NOW SHOWING

"GLYN'S"

'WELL KNOWS HATS

(Hand Made) NEW SHADES

IN

SOFT FELTS NEW BOWLERS NEW STRAWS, ETC.

Pricos Moderate.

William Powell,

Limited.

Boogkong, 81st Jan., 1912.

.[7

will be required from parons tendering, E. C. Wilks, M L.Mech., E.,A.M.N.A. Consalting Engineer and Bui reyor for construction, Valuer and Assessor for the phase, or male, of Steamships or Launchen.

and will be reproed in the event of non-acropinces of the tender.

P. WESTON, Naval Store Offcor. H.M. Naval Yard, Hongkong. Haning. Fit Web, 1919,

GRAVING BOOK

7871. by 88IL. by $41t. 0 in.

W. GALLAGHER, Manager.

『

KING EDWARD HOTEL.

Under Entirely Now.

Management.

Thoroughly Renovated.

Excellent Cuisine.

H. HAYNES, Manger.

Hongkong, 16th Jan., 1912.

THE TAIWAN · RAILWAY HOTEL.

TAIPEH, FORMOSA. Under the Direct Management of the.

Taiwan Railway Dept.

EXCELLENT CUISINE ABD GOOD SERVICE, RATES 6 YEN AND Ur.

Uniformed 'hoto. portar moats arcina and stoniners. Luggage ar ranged for without any trouble to guests.

י'

[182

Hongkong, 1st Feb., 1912. HOTEL CRAIGIEBURN.

PLUNKET'S GAP.

+

The Peak,

near the Tram Termians,

Tel. 58...

1199

· Alexandra BUILDINGS, 2ND FLOOF, Forks, lat Mon 1911,

120

27]

For Terms, apply to the

MANAGER.

SHIPBUILDERS, SALVORS, AND REPAIRERS, BOILMAKERS, FORGEMASTERS, BRASS AND IRON FOUNDERS, CONSTRUC TIONAL, ELECTRICAL AND MECHANICAL ENGINEERS.

Modern Appliances for quick construction and repair of Ships Engines, Boilers, Railway Rolling Stock, Bridges, and all Classes of Engineering, Iron and Wood Work Electri cal Drives, Hydraulic & Pneumatic Tools, installed

throughout the Works,

50-ton Hydraulic TESTING MACHINE for Chains, Wire Ropes, Riveta

and Metal Specimens.

TAIKOO DOCKYARD & ENGINEERING CO.

OF HONGKONG, LIMITED

TAIKOO DOCKYARD, HONGKONG - Telegraphie Address

**TAIKOO DOCK A

Pompe empty Dock la 2 8-4 hours.

THREE PATENT 8LIPWAYS taking vaurela up to 2,000 tons. displacement, providing conditions for palating chips with most efficient result

in-T ELECTRIO CRANE or Quar-

ELECTRIC OVERHEAD GRANES Turovanour

Tax Suora Randing up to 100 Tox.

Estimates given for Docking, Reprim to Had and Machinery, Constructional Work. MANAGEES AND Agguto

2.

Antone returning saare to Measts, BUTTERFIELD & SWIRE,

ould be applied for as of right ta person who becomes one of Many er; In catonal Banking Co. Denny & Bowley, Fo, 2, Connaught by shareholders in the old Com-the fist direotora; it is submitted poran, Shenghai. pany, although the period within (Continusd on Page 8.)||

Bond, Central, will be quitably rewarded.

111

Hyurkorg, 20th Feb, 1917.

HONGKONG, CHINA,