1912-11-05 — Page 10

10

DIRECTORS AND THEIR

··LIABILITIES, DUTIES

AND POWERS. “

Foreign Corporations (Continued.)

THE "HONGKONG TELEGRAPH, TUESDAY, NOVEMBER 15,

POST OFFICE.

XMAS AND NEW YEAR PARCELS.

SHIPPING NEWS.

ARRIVED.

Company, it was proposed to wind-up the old Company, a shareholder therein could not be deprived of his rights, under the equivalent in England of seo. 185 The Public are informed that the Hic Ko g. Ch. 1. 1,688. Halkett, Christmas and New Year Parcels Hair

of the Companies Ordinance, to

to

4th Nov-Bhanghai Jet Nov., Gen.Chloess.

London via Straits 2015 Sept Gan.Ordør. zdr Kwailla, Bras., 1,228, E. Ervake,

4h NovWaha 81st Oct Rica.-B. & 8.

WEATHER REPORT

Mail Steamers

THE PENINSULAR

ticular manner, and the value have his shares valued in a par- the United Kingdom and Countries Boumohr, Br... Sarobet, 6th Now, tossed isidor AND ORIENTAL S. N. CO. thereof paid to him. And, this day, the 8th of November at

pu. This Parcels Mail by the long-68. notwithstanding any special route via Gibraltar is due to reach contained in the London on the 14th of December. Memorandum and Articles of Parceis may be forwarded by the same

la consequence, doubtless, of the decision in the case of Thomas' v. United Butter Com panies of France, (1009) 2 Ch. 484, to the effect that Sec. 192 of the Act of 1908, (Sec. 185 of the Association of the old Company, Mail v Brindisi with an extra fes off Lüdrakünla, Br. 6.1, 3,607, A. H.

a

new Ordinance) does not apply to a sile of the undertaking of Company to a foreign corporation, it is understood that it is propos- ed, shortly, to amend the Com

provisions

enabling a sto be made, and defining the rights of share holdera in the event of such a sale. The decision was based upon the

40 cents. Parools so upe:soribed are due to reach Landon on the 6th of December. The following Mail of the 22nd November is not due in London via

Kumchow,

On the 8th at 10.41.—Pressöre han dearensed oohside shly over N, Japan, a depression which formed over &W. Manchauis yesterday having travelled rapidly N.E. of Hokkad'. It Chios, an antlaydione bolng new ountral over the Gulf of Patchili,"

Pressure has increased slightly 'ofer Formosa, N.. Luan; and along the doa ta of 8. China and Antam

The typhon in the Chian: Ses has

The monsoon will freshen al ng E. coast of China, Lut omain light to modents over the N, China. Boa.

Hongkong Rainfall for the 24 hours

Smith, 4th Nov.-Keelung filled up. 2nd Nor¦ Tea, sta—J., M.

Co.

B. & 1,600, Malin, 4th Nov.-Saigon 80th Oct.. Gen-Man Fat & 06, 20

WILL donate: VESSELS to the Undermentioned PORTS on or abant

the DATES named-

FOR

STEAMERS

ASSAYE SHANGHAI ... Uagt, U. W. Cockmin, D.x.

LONDON, VIA INDIA

USUAL POSTS OF

panies Ordinance 1911 by defin. ground that a Company cannot, via Brindisi on the 20th of December. Michael Jebsen, Ger. Ma, 051, 7 ending at 10 am to-day, 00.0 inches. LONDON & ANT~}^^

"transferee company'

Gibraltar, until the 28th of December by any provision in its articles, ing 'a

Parcels ontaiolog Gold or Silver under Seo. 185 to mean any Com-deprive its Members of their must be insured for at least part of thait statutory rights as was held in value. All Insured Parols must be pany, whether incorporated in the case of Payne v. Cork Co. sealed. All the teald must be of the lara Hongkong or elsewhere. The reason for this proposed amend. (1900) 1 Ch. 308. The sound-ame coloured wax and must bear the ment is probably also the facts of such decision has been impression of private dovico. This that many a Company may have seriously doubted by well known device must be the same on each seal.

Straight, Curved, Crossed or Dotted vi bean, or may hereafter be, in-lawyers and text-book writers corporated in the small Colony whether or not it is correct, not Colas or Thimbles are ast to be used fox (notably Sir Francis Palmer), but, Lines are not admissable. Buttons, of Hongkong which it may be desired, to reconstruct by the salo

of its property and undertaking to a Company incorporated in Great Britain, or elsewhere, for aharos in the latter Company.

*

Petersen, 4th Nov.-Hal- phong and Hoitow 80th Úck, Gon--J, & Q0.20

Jebsen, Ger. s.. 1,109, A.

P.Olderup, 4th Nov.-Soura-

FORECAST FOR THE 24. HOURS ENDING AT NOON TO-MORROW.

DiaTRICT...

baya, 15th Oct., Sugar, J. & 1 Hongkong and Neigh-! 4. Co.

bourhood Loong, Br. 3.5, 1,121, Wrightson,

L

4th Nov.-Chingwantan 29th | 2 Formoss Channel' Qet., Coal;—8.& Co.

Ydenang, Br...8; 1,128, P. H. Rolle, S Bonth. 5th Nov.-Manila 2od Nor, 1 Gen1, M. & Cor

ooakt

WERP.S'PORE, Paraná, O'uno, PORT SAID AND MARKBILLMİ...... } SHANGHAI, MOI, KOBE & YOKOHAMA..

TO SAIL ON

D'light Freight and 8th Nor.

Passage

Noon,Freight and

Capi. G. W. Gordon, a.x.1.] 9th Nov,

NYANZA Capt. H. N. Rivers, tim.n.

SICILIA

Capt. O. EL. Watkï à ̧ñ. H.R..

FORMOST

E. winds, light to mo

Įdomate ; fine.

N.E. wiede, freshening.

P. & O. 8. N. Co.'s office,

Hongkong, 4th November, 1912,

of Chios between Hong-The same kong and Lamocks No. 1. coast of Chica bet woens H'korg & Hainan.

The Clerks of the Post Offes an Paros's or to sent any article for the hy Fang, Br. 1.5., 1,424, M Court- South forbidden to affix stamps on Letter of Public. Parcels that in the opinion of the Officer handling the asme do not comply with the regulations, wil not be accepted,

only is it binding upon all Courts ling termination has been arrived at in England until a contrary do by the House of Lords, but as laid dowa by the Privy Council in the case of Trimble v. Hill, 5 "A. O 342, the "Colonial Courts should also govern themselves by it." This being so, it may be taken that the law in Hongkong as it

*

It is requested that Parcels bo posted sarly.

རྣ་

MAILS ARRIVED TO-DAY, Manlis, .8. Yucasang. Swatow, Haimon-

MAILS VIA SIBERIA.

Left

Due London

Shanghai Oct. Y Oct, 18

UEL. 26 Oct. 28°

Paklat,

nes,, 5th Nov.-Canton 4th Gor. .., 1,714, G. Wenzel,

Nov., Gen-, M. & Co.

8th Nov.-Canton 4th Nov.,, Gen.-B. & S. Heiman, B., 611, J. W. Erans, 5th Nov.Satow 4th Nov., Gen-D. L. & On. Triumph, Ger. 6.,769 W. Langsch- wager, Sib Nor.Kia Hoo 2nd Nov., Bait.--J. & Co. ? Shaohsing. Br. a.a., 1,224, Laver, 6th

Nov.-Wahu 81st Oot., Rice

B. & S.

Hanoi, for Haiphong. Borneo, for Kidlat. Haiching, for Foochow Ujina-mara, for Moji,

Unless power is expressly con- ferred upon a Company by its memorandum of association to sell its whole undertaking, för shares in another Company, a sale for

now stands is that, no matter what such a consideration cannot be put

is contained in the Memorandum through, except, in England,

and Articles of Association under section 192 of the Act of

of a company, a dissentient share- 1008, or. in Hongkong, under

holder cannot be deprived of his seotion 185 of the local Ordinance (Simpson v. Westminister Palace rights under Sec. 185 of the Com- Hat. Ca. 8.H.L. cus. 712). It panies Ordinance 1911 where a Company "is proposed to be" therefore, those sections do not

wound up voluntarily in view of apply to Companies incorporated

a sale of its undertaking to an- abroad, a Company operated other Company, in consideration in Hongkong, which possesses no of shares in such other Company. power to do so under its memo- randum of association, will be Consequently it is incumbent quite unable to effect sale upon the directors of the selling of its undertaking for shares Company, before completing an

The .. Assire with the English in another Company incor-assignment of its assets to the

purchasing Company, to see that Mail, left Singapore on Saturday, the porated may, in England; except provision is made for the satiefga- ad fast. at 8 am, and may ba expect perhaps by first going into liquidation, and then applying tent members of the selling Thursday the 7b iust, at about 8.a.m tion of the claims of any dissented to atrito here on Thursday on for, and obtaining, the express Company.

This Packet brings the Parcel Mail, sanction of the Court to such a

closed in London for despatch by the anlo by the liquidator.

The usual method of procedure, -11 sea route on the 2nd ulto. and for (Agra Masterman's Band L. R. 19 Eq. where it is proposed to reconstruct despatch overland on the 9th alto. (500). It has, however, become Company by selling its under-

The e.. Empress of Japan is due to insert taking under a power for that par arrive here on Thursday the 7th instant customary of late to auiongat the objects of a Compose contained in its Memorandum, with the Canadian Mail and the Mail pany in its memorandum of to a new Company to be formed from London (vis Siberia) of Saturday association power to soll all or is for a provisional agreement to the 19th ult. any part of its property, or its be entered into by some one or behalf of the selling Company whole undertaking, to any person or syndicate, or to another Com-with a Trustee for the proposed pany for shares in such other pow Company, then for the Mem- Company Where this is so, no bars of the selling Company in real dificulty can arise in carry general meeting, to ratify and ing out such a sale, provided confirm that agreement (which. that due provision is made for safe should contain a clause pro guarding the interests of share-viding for the purchase by the hollors in the selling Company, new Company of the shares of any It was formerly hold in the dissentient members of the eld oase Colton e Tlic Imperiul de. Company), and, subsequently, for Corporation (1892):3 Oh: 454 that a resolution to be passed to wind Strait Fer Indrakan's, 6th Nov, 11 where, in exercise of an express up the selling Company and au power to that effect contained in thorising the liquidator to com-Ningpo-Per Tungshing. 6th Nov., 11

MAILS DUE, dibuïian, Anhui, 6th inst, English, Asanza, 7th inst. Canadian, Emp. of Japan, 7th inst Ge man, P. Sigismund, 11th inst. The s... Anini; is due to arrive here to-ma.ton, with the Siberion Mail from Londoa of Wednesday and Friday theaming, for Manlis.

Banmohr, for Negaväki. 16th and 18th ult.

hsohsing, for Canton. Kaijo-man, for Foochow Irene, for Canto D. Sikiang, for Haiphong.

MAILS CLOSE.

Kudat and Bandakas-Per Borneo, 6tb

Nov., BAME

Fort Bayard, Haiphong. Pakboi and Saigon Por Si-kiang, 8th Nov., 8.AM. Swaton-Ter Haiman, 6th Nov.

A.M.

10

Hoihow and Pakhoi-Per Dagny, 6th

Nov., 1O 1.M.

Swatow, Amoy and Fonchow-Per Esijo-mara, 6th Nov, 11

4.M.

"AM.

11.A.K.

The same AS No. 1:

İqHINA COAST METEOROLOGICAL

·NRGISTRE

5th November, am..

Barometer.

Temperaturs

Humidity.

Direction.

ind.

Weather.

For Freight, or Passage apply to

About 18th Nor.

}

· Passage

Freight and

Passage.

About Freight an 14th Nov, Pandige

H, W. D ́SHALLARD., Acting Superintendent.

NORDDEUTSCHER

LLOYD.

BREMEN.

IMPERIAL GERMAN

FOR

NAPLES, GENOA, AL-`

STEAMERI

MAIL LINES:

GIERS, GIBRALTAR, P. E. FRIEDRICH

SOUTHAMPTON, ANT- Uapt. E. Malenów 16,000 WERP and HAMBURG

SAIL OS-

WED DAY,

18tb Nor

Station.

Woslook Nemaro

Ja

6 29.76

8

Hakodate

29.81

CLEARANCES AT THE HARBOUR OFFICE..

Cokla

30.04

XW

Kochi

29.39

IW

11

Nagasaki

30.01

It

K'shima

20.06.

NNW 1

5

Oshima Nahs

28.90

80,03

WIW

Tabi'jim

30.01

Bonin Is. Cheloo

SHANGHAI, TSING-)

TAUP

**

Whiwal 30.98 4748 ́ ́

YOKOHAMA

PRINZESS ALICE Capt. L. Franck 20,800

About FRIDAY.

Tola Nor,

Hankow

Shanghai

30.186189

E

Jutzlaf

30.02 61

Sharp P.

7 30.01 79

3-av 0c

Stalow

Amoy f 6. 30.02 7280

2. c.

70

Taiboko

B'a 80.04

0

KOBE and YOKOHAMA

PRINZ SIGISMUND Capt. D.. Lanz

6,000

Cajohu

90.08

0

Tainan

.. 80.02

Ko-bun

80.00

BORNEO

DEPARTED. Nov, 5. Reayo-maia, for San Francisco, Australien; for Yokohamis. Halobing, for Fussbow. Chinhoa, for Canter. Hein Kong, for Canton Kweile, for Canton. Arcadia, for Hambying,' Paklat, for Newchwang, Sabine Bickmers, for 8antow. Sungkiang, for Haiphong. Bohemis, for Shanghai. Erroll, for Shanghai. Broll, for Shanghai. Taming, for Philippine Islands."

.

Kitano-main, for Simits. Magellan, for Saigon. Titan, for Philippias Telands. Haldis, for Straita.

Kiakiang

P'dores

anton

H'kong

V. Peak:..74.

80.01

6 80.00 78 89. z.

2 co

THE

+

Jap Rock 6a 29.90 Macan, 29.98 78 Wuchow 94 Bolbow Pakboi " Phulien

FI

***

6a 29.97 72

K

Tonne

29.03

11

O, St. J.

14

29.89 70

N' 2'

'parri

13

20 97-

BW 1 b

Manila

19

20.09.

PASSENGERS ARRIVED. Pards. Kamchow, arrived 4th inst Bacolod 7

Follo from Saigon :- Wilks, Mr. & Mrs. Monte

Cebu

Legaepi

20.88:

"

Pers. Kitano Muro, ariired 4th inst., from Yokohama ---

Labian

20.0581

$1

its memorandum, a company had plete the transfer and to receive Swaton-Por Choyang, 6th Nov., sold its whole undertaking for and distribute the new shares shares in another Company, a amongst the shareholders of the Straits and Indin, via Calcutta-Por Bowlton, Miss. Gibbs, L. dissentient shareholder, who was selling Company. To comply with Dilwam, 6th Nov., 2001. Cipanter, Miss E. Gibson, Mrs. unwilling to take the new shares, the ruling in Biagood's case this Macao-Per Sui Tai, 8th Nov., 1.15 | | B.

Eleyashi, Mrs. was not eatitled to demand that resolution should be to complete.” F.M.

Coolesna, Mies M, Hola, H. the liquidators of the selling and distribute in accordance with Jpn via Nagasaki and Seattle-Pez Cole, C. W.. Newbourgh AR Company should purchase his the provisions of Sec. 192 of

Monassots, 6th Nov., 8 P.K. Ede, Miss M. shares at a price to be determined the Act (Sec. 185 of the Ordin-N wohwang-Per Kiaking, 8th Nov., Fde, Mr. & Mrs. Potrie, Mrs. T. in accordance with the provisions once), And see Imperial Bank

Bou, Mra, U. E. Fall, Mr. & Ms. G. Torner, Mrs. P.

G. Meji, Victòria and Seattle- Par Yokohams-maru, 7th Gibbs, Miss N. Nov., 11 ..

Gibson, Capt. E. R.. China-Per Chinhas, 7th Nov., 3 r.,

Fers.e. Vuensang, arrived at inst, from Manik- Andre, Sister Diming Grant

P.,

of Sec 161 of the Act of 1882 (Sec of China L. It. 6 Eq: 01. Shanghai, North China and Japan viu 185 of the new Ordinance). Ac-1 As stated by Sir Francis Palmer cording to the ruling in that case in his Precedents (10th Ed. Vol.

Siberian

Mail.

ris Kobe-Per, Japan, 7th

bing, 7th Nov., 5 .. Shanghai and North China (Europe, fer)—Per-Asiaye, ⠀ 7th Nor, 5PM.

it would appear that a sharehol-1 p. 338) the selling Company Shanghat and North dor is bound either to take the may find itself in an awkward shares allotted to him in the position if it goes into liquidation thanghai and North China and Japan new Company, or to lose with a view to selling its asseta his interest altogether. But and undertaking to a new Com-S Nov., 8.P.M. in the later case of Biagood e. Nile papy to be formed, and it that Manzanillo and Gymaser To Valley Co. 1806 10h. 747 (fol.new Company is not in factfinated, lowing the decision of the Court for it will not be able to continue of Appeal in the case of Manners its business until an order of Court v. St. Davide Co. (1904) 2 Ch. is obtained to stay the winding 593) it was held that a dissenti-up. Or it may find itself in the eat shareholder could not be com- same awkward position if, after pelled to elect, to either takonew the agreement, is executed, on shares on which there was order of Court is obtained by a liability, or whatever price dissentient shareholder restrain- could be obtained on the marketing the carrying out of the agree for his old shares, or to forfeit ment; as in the onse cited of these shares altogether, but the Bizgood V. Henderson's de Co. value of his interest must be as (To be Continued to-morrow) certained fairly. The decision in

Cottons case was followed by

Licensing Sessions.

Buckley J. in the case of Doughty The annual Licensing Sessions v. Lomagunda Reefs Ld.

d. (1002) 2 Ch. 837, but it was made take place at the Council Cham- evident by the judgment that ber to-morrow.

the learned judge, though he con Crown Land Sale. sidered himself bound to follow At the saleof Crown Lande yeɛ- the earlier decision in Cotton's terday inland lot 1934 West of the caso, doubled its accuracy. Some Public Laundry Kennedy Road, years later that decision was brought $2,295, the upset price overraled by the Court of Ap being $2,235. The purchaser o Inland lot 1935, peal in the cage of Bisgood v. was U Man Oho, Henderson's &c. C6 (1908) 1 Oh. upset price $5,000, realised 748 in which it was held that $7.020; purchasers Messrs Leigh where, in contemplation of and Orange. The land is below mlet of the whole undertaking of Kennedy Road, adjoining inland

Company for shares in a new lot 12107

watow, Amoy and Foochaw-Pol.

Haitan, 8th Nov, 10 AM. Tootsiner Cheungshing. Sth Nov.. Philippine Islands-Per Rabi, 8th

Nor., 8P, Philippine Islands, Australia, Tax mania and New Zealand via Port Darnia-Per Eastara, 5th Nov., 10 AM,

Mail,

Wallace, Miss A.

Lachin dad

MoUnoiman

Osorio

Joinne, Bialer Pogut

Kilman, E. B. Pierco

T. F. OLIZTÓN, Director, Hongkong, Observatory, Nov. 5.

BAROMETER, reduced to 82 degrees Fantanheft on the level of the von în inches, tenths and hundredths.

2. TEMPERATUsw, in the shade, in degrees Fabrenloit. ⠀

HUMIDITY, la percentage of saturse tion, the Humidity of air saturated with moisture being 100

4Direction of Wind, to two points. 5. Force of Wind,

KOBE and

MANILAANGURY

YAP, NEWGUINEA, PRINZ SIGISMUND

:: BRISBANE, BYDNEY (Oapt. D. Lenz. 6,000

and MELBOURNE

KUDAT & BANDAKAN..

Capt. F. Sembill

SATURDAY,

80th Novembar,

at 9 AM

About

TUESDAY, 12th Nov,

WED'DAY,

6th November, 9A.M,

All the steamers of the European Line are fitted with Wireless Telegraphy,

New System fTalefunken.

For further Padicalore, apply to-

NORDDEUTSCHER LLOYD,

MELCHERS & CO.,

GENERAL AGENTS, HONGKONG 103 CHINA.

Hongkong, 5th November, 1912.

DOUGLAS STEAMSHIP CO., LD.

Hongkong-South China Coast Ports.

Highest Olass, Fastest and Most Luxurious Steamers on the Coast, having splendid Accommodation for First-Class Passengers, Electric Light. Excellent Online.

FOR SWATOW, AMOY AND FOOCHOW RETURN, (Occupying 9 to 10 days.) #DARTAIN

“STRAMSEIFE.:

LEAVING

Beaufort Boale,ording to

6 State of Weather, b blas sky, o |HAIYANG ... | A. E. Hodgins ... | TUESDAY, 18th Nov, at 11 am detached aloud, d drizzling rain, fog, FOR SWATOW AND RETURN (Oooupying 3 Days), gloomy, h bail, I lightning, o ova-HAIMUN........... [ J. W. Evans ...... WEDNESDAY, 6th Nor at 11. Cast, p passing showers, aqually, HAIMUN......]. W. Evim...... SUNDAY, 10th Nov., at 10 4.. sida snow, thunder, v visibility, w Steamers will arrive at, and depart from, the Co.'s Wharf near Blake

B HAITAN ... | J. §. Bosch........... | FRIDAY, 8th Nov at 11 Ẩm

dow (wet)

0 Bain in inches, tenths and bau- dredths.

METEOROLOGICAL,

Prévioni V

Day: On-Date On D

at e pasta • Mist" at a p..

- 88118 PASSED THE CASAL

London, October 11. Anival from China Nelous. The following vortels have passed the Canal:-Ajax, Antilochu), Aus Barometer tralien, Bohemia, Bremer, Cathay, Temperature Glenlogan, Kaga Mara, Teenk 1, Humidity Voronel, York, Oceng Mozarth, Wind Direction

Landon, October 15. Foros

Arrivals from China Oramarthen-Weather shire, Kansas, Kamo Maru, Memnon. Raining

29.90 20 08 29.97

75 478 4783- 25, 1866 EE.⠀⠀⠀ E.§.E.

The following suele have passed Highat apen air Temperature on the ind the Canal:Birgaria, Dardanu, H.R. Observatory, 4th Nov. 1912. Gleneak, Liberia, Hyrmidon, Prin

Straits, Burmab, Calon, de udwig, Bardinis, Annam, Tango laide, Were n Australia, In- Ware, Africs, Rhesus.NE dia, Aden, Egypt, vnd Europe

London, October 18. via, Brindisi, "(Lati Lotters

Atritals from Chinn Atholl, Ben- 11 m. t noon, Extrs daran, Glenlogan, Kage Maru, Postago 10 omt) (Supple Wanam, Prian Ludwig Telemachas. mentary mall on board up-to The following vessels have passed the time fixed fod farture the Canal Perala, Sharia, Theseus, of the mail (Extra Tostage Yeddo, Deike Riokuare, Prensesn 10 cont) (Lattare posted

London October 23-

gin all the Fillar-Bozor in Arrivals from

time for the first clonmanos Goldenfels, Strathal will be included in this con-The following tract mail) hoParool the Canal: Mail will be closed on Friday, fouten. Novel) 5. p.—Pur Blemis India, 9th Wey, IRAMA

MAT. FJCzäxjor, Difeofor

TIDE TABLE.

AB

201

For Freight and Passage, apply to

Douglas, Lapraik, & Co., General Managern. –

THE EASTERN & AUSTRALIAN

STEAMSHIP CO., LIMITED.

Mail Service to Australia

Steamers

via Manila.

· MAIL" SCHEDULE

(SUBJECT TO MODIFICATION),

BASTERN....................................

Nor. 5th to 11th Nov, 1912 EMPIRE

Alcinous Thr tilneh

Lgkong (

LOW WACHE ∙Hourkoog

Arrive Hongkong

From Australia"

Leave Hongkong

for Australia,

-****

On the 16th Nor.

On9th Nov, Noom On 7th Dec, Noon.

The boys Steamers are fitted with Refrigerating Machinery, ensuring pleatifal supply of Ios, French Provisions, etc., and are lighted throughout with qlectricity 15 All State-Roomshare Electric Fant. - A duly qualified Doctor and 05035 Stewardess are carried.

Bor further

apply to

Gibb, Livingston & Co.,

Agent.