1913-02-08 — Page 10

10

DIRECTORS AND THEIR LIABILITIES, DUTIES AND POWERS.

Foreign Corporations

(Continued.)

(The following is a continuation of the article which wo publialed in our issue of November 5 and in which the necessity was pointed our for provision being made to meet the claims of dissentient shareholders on, the sale of the undertaking of one Company to another]

HOU

THE HONGKONG TELEGRAPH, SATURDAY, FEBRUARY (8, 1913.

tyo, Lomagunda Reafs Ld.). "But, although this is so, there can be nothing to prevent a sufficient majority of the members of a sufficient majority of the members of the Company from resolving to sell its undertaking for shares in another Company, under a power to do ao contained in ita Memorandum of Association, nor from actually disposing of the whole of its property prior to that

(To be continued.) · THE BOYCOTT

ORDINANCE.

Its Operation Suspended from Yesterday.

POST OFFICE.

MAILS ARRIVED TO-DAY. Chefoo, s.a. Yunnan. Saigon, s.s. Laertse. Japan, s. Laisang... Coast ports, s.8. Kaijo-maru. Shanghai, s.6. I'embrokeshire.

MAILS VIA SIBERIA.

Laft London

Jan. 17 Jan. 23

This Shangbai Feb. 3 Feb. 8

MAILS DUE.... French, Paul Lecat, 10th inst.

The Paul Leont with

the

Swatow-Per Haimun, 9th Feb,

9 am

SHIPPING NEWS.

ARRIVED. Daito Maru, Jap. 88, 1,074, N.

Katoyama 6th Feb. Port Arthur 30th Jan., Coal. A, B, K Talsang, Br. B...1,495, 9: 0. Mil-

WEATHER REPORT,

On the 8th at 10,55.-The anti- It is now central over the Gulf of joyclone has weakened slightly.

Petohill

Pressure has increased slightly over Japan. It has decreased moderately over China and

Mail Steamers

THE PENINSULAR

ford, 6th Fob-Swatowly over the Philippines and Indo-AND ORIENTAL S. N. CO.

5th Feb, Ballast.-J., M. & Co... Kiukiang, Br. 5.5., 1,228, Rober Bom, 6th Feb.-Chinkiang 31st Jan, Gen-B. & S. Elax, Br. 8.5., 2,571, J. Swart, 6th Feb.Balik Papan 30th Jan., Bulk oil-A. P. & Co. "

Nurnberg, Ger. cruiser, 3,450,

Morsberger, 6th Feb. from Shanghai.,

Chine

is indicatod

TILL

Moderate monsoon along the E. coast of China and over the N. China Sea. hours ending at 10 am to-day,

Hongkong Rainfall for the 24 WALL despatch VESSELS to the Uninumtioned PORTS on or abong 0.00 inches,

District.

*

יי

the DATES nawed- FOR

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

Forecast.

E. winds, SHANGHAI moderate;

fine.

LONDON, via) USUAL PORTS OF

SHANGHAI

MOI, KOBE & NAMUR YOKOHAMA....

Taming, Br. 6.8., 1,532 Sidford, 1 Hongkong and

7th Feb-Manila 4th Neighbourhood Feb., Sugar,-B & §.

Daiya

Marn, Jap. 8., 1,733, K.2 Formosa Channel N.E. winds,

Kobayashi, 7th Feb. Wakamatsu 2nd Feb., Coal.-, B.G. K. Fultala, Br. s.8., 2,702, Tallent, 7th Feb-Japan 3rd Yunnan, Br. 6.8, 706, Eldy, 8th Feb., Coal.-J., M. & Co.

Swatow, Amoy and Foochow via Tamsui – Par Daigi- maru, 9th Feb. 9 a.m. Straits and Burmah-Per Ful-

tala, 10th Feb., 11 a.m.. Shanghai, North China, Japan vin Kobe-Per Namsang, 10th Feb., 11 a.m. Uoihow, Haiphong and Pekhoi- Per Sungkiang, 10th Macao-Per Sui Tai, 10th Feb. Carl

·Feb. 11 am.

winding-up, provided propor arrangements are made A still more awkward position dissentient shareholders. Proceed- for safeguarding the interests of may arise if the selling Companyings could, however, be taken by has in fuet lisposed of the whole those dissentients against the of its proporty to a trustee for a directors if the latter attempted French Mail is expected to arrive proposed now Company without to

distribute the new shares here on Monday the 10th inst having made provision for the an- forming the proceeds of sale with- tisfaction of claims of dissentient out a winding-up, or against the shareholders mare especially if liquidator in a winding-up to pre-

'MAILS CLOSE. : tho proporty so dispose of is vent him from distributing auch situato in a foreign country. It is proceeds until the value of the advisable therefore that the actual interests of the dissentients had completion of a sale of the proper been ascertained and paid: ty and undertaking of Com- pany should not take placo util an opportunity has boon given to nil the shareholders in the selling Company

to exercise their rights under 185. That section requires a dis sentiont shareholder, within. 7 days after the confirmation of a resolution to wind up the Com- pany and to transfer its property, to notify the liquidator either to abstain from carrying the re solution into effect, or to purchase his interest at a price to bo de- termined by agreement, or by arbitration in accordance with the provisions of the Companies Clause Consolidation Act. 1845. If its proporty has already been transferred by a Company po9- Bessing power under its memoran- dum to sell it, and if thoroforo tho resolution is simply to wind up, and wathorising the liquida tor to distribute the shares to be received by him in consideration of the sale, the notice to him will still be the same, for the resolu- tion, the carrying into effect of which it is

The Government Gazotts con- tains a Proclamation by His Excellency the Governor ordering that the oporation of the Boycott Provention Ordinance, 1912, shall be anapended from February 7th, 1913, until farther notice.

The Proclamation bringing into operation Sections 7 to 14 of the Peace Preservation Ordinance has also been rescluded.

BOXING.

The latest information I have received is that Soaman Powell, who defeated Seaman Stevens ro contly, is matched to fight Soa- man Grant for the loavy-weight championship of the Army and Navy. If this is so, and there is not the slightest reason in the | world" to doubt it, Grant looks like having a busy time in this sought Colony, as he is also matched, ao- to restrain, will have been [cording to Mr. Harry Kolly, the to wind up, and. distribute the assets (consisting of the now shares) in mannor resolvod. The Court would not declare the resolution to wind-up invalid, although i should hold to be" HO a resolution passed at the samo time to curry out a reconstruction seberno (Thomson V. Henderson's &c., Co. (1008) 1.Ch. 765), but Seaman Powell," he states, "has would diroet that the interest of novor been sent to the boards by the dissentient ahareholder baanyone." Mr. Hall offers it as his valded and purchased as provided opinion that lowell is more en-

manager for Jack Cordell, to fight the American for the Cham- pionship of the Orient and the Pacific Coast..

Mr. Hall advises me that Sea- insa Powell has authorised him to accept, on his behalf, Jack, Cordell's challenge regarding tho knock-out in fifteen rounde.

Amoy,

Siberian-

mail.

1.15.

Ningpo, Shanghai

and North Chinn-Per Kal gan, 10th Feb., 3 p.m.. Shanghai, North China and Japan via Kobe (Europe via Siberia)-Per Paul Lecut, 10th Feb. 5

pm.

Swatow, Amoy and Fooghow-

Par Haitan. 11th Feb, 9.a.m..

"

Hofhow and Pakhoi-Per Hanoi,

11th Feb., 9 a.m Japan via Yokohama-Per Tjila-

tjap 11th Feb,, 10 a.m.

"10 a.m.

Feb. Dalny and Chefoo 2nd Feb., Gen.-B. & S. Laisong, Br.. 8.6 2,225, Tadd,

Diederichsen, Ger, 8.8., Jor

8th Feb.-Moji 3rd Feb., L'oal-J, M. & Üo.

gensen, 8th Feb.-Hal-

3 South coast of)

and Lamocks China between H.K.

4 South coast of

and Hainan. China between H.K.

strong..

CALL

LONDON & ANT-]

The same -as No 1

WERPY. S'PORE, PENANG, CRO PUES SAIT, MALTA

MARSILLE! car”)

The samo

as No 1.

China Coast Meteorological

Register.

8th February, 4.in,

phòng 6th Feb., Rico.- Station. Luertes, Br. s.8, Wawn, 8th Fob.

J. & Lo.

2nd

13

Wind.

Hour

Barometer.

Temperature

Humidity.

D'tion.

Force.

#

20.93- 29.99-

30.17--

Saigon 2nd Fab, Rice. Wostook 7a30.15 9:50 -Chinese.

Nemuro Fooshing, Br. 8.a., 1,423, Welsh, 8th Hakodate

6a 29.75 Fəb.-Guaymas Mexico Tokio Jan, Gen-Eng Kochi Hok Fonge

Nagasaki Pembrokeshire, Br. 8.s., 2,999, W. K'shima.

Barrett, 8th Fab.-Shang Oshims hai 4th Feb., Gen-J., Naha M, & Oo. Siam, Br. s.8992, Prynn, 8th Bonin Is. Ishi'jima Feb.-Hongay 5th Feb., Chefoo Cost-Chinese.

369

Weather.

об

W

nw 2

nnw 1

1-

30.11-

30.26-

nw 2

30,22 **** ssw 1

30.19 30.15

Ө 1

Fru

W'haiwei

17

30.4317100 n

8b

£1..

BTZANERA -

Cop. A. Collyer.

DEVANHA Capt. W. R. Hisker.

Opt. 1. G. Eros, ... HIMALAYA

SARDINIA

Umple Of 0. Talbot `n M.K.

TO SAIL ON TO REMARK,

About 9th Feb.

about 13th Feb.

Noou

Freight

Fraight-and-

Passegs.", Fraight and

10th Fab.

"Pasig

about

19th Feb,

All the above stesoors are fitted with winches Telegraphy.

For Fright, or Fasinge apply to

P. & O. S. N. Co.'s ollive,

-Hongkong, 5th February, 1913,

E. A HEWETT,

Superintendent.

NORDDEUTSCHER

LLOYD.

BREMEN.

ne 1-IMPERIAL GERMAN MAIL LINES

Saigon-Per Ningpo, 11th Feb. Quarto, Ger. 8.8.. 1,146. Madsen, Hankow

8th Feb. Saigon 4th Ichang Feb., Rice-Chinese.

Kiukiang 8th Feb-Moji 2nd Feb, Shanghai 30.2938100 ne 1 or Uoal-G. L. & Uo. Huichow, Br. s.a. 1,215, Hooker, Sharp P. 7830.2055-

Gutzlaff 30.1939-se lömd

n. 1 c 8th Feb.--Canton 7th Amoy Feb., Ballast-B; & §.

6a30.2155 74 W 40 Swatow 30.2155 87 ne lo CLEARANCES AT THE

Taihoku 5830.16- 8W 2,

French

Siberian

Mail.

Mail-

13

Saigon, Straits. Ceylon, Adelaide, Western Aus-Bondoren, Dr. ss., 2,587, Valley Changsha, tralia, India, Aden, Egypt and Europe via Marseil

les (Late Letters 11 to Noon. Extra Postage 10 centa). (Letters posted in all the Pillar Boxes in timo for the first olerance will be included! in this contract mail:)-

30.12

HARBOUR OFFICE.

Taichu

30.17

Feb. 7.

Tainan

: 30.16

Magellan, 11th Feb., 11 Empress of Japan, for Vancouver. am.

Koshun

30.13

P'dores

Feb. 8.*.

Canton

H'kong

Gap Rook

30.11-

si 30.12.59

Shanghai, North Chinia Siam, for Canton. Japan via Nagasaki, Bonolulu, Canada. Unit ed States and South Am erica via San Francisco (Europe via Siberia) Per Shinyo-maru, 11th Feb, 11 a.m.

1.15 p.m."

by Soc 185; and until this was titled to light for the fleavy-Macao-Per Sui Tai. 11th Feb. done the liquidator would be weight championship of the restrained from distributing tho Orient than Senman Grant, but Shanghai and North China-Per new sharps (In re Hester & Co, here I cannot agree with him as (1875) W.N 179). The whole all championships should be open idea of this provision of the for those who can qualify for Act

And Ordinance is to them Soaman Powell certainly protoct shareholders, and to holds the Heavyweight cham provont a majority from dosling pionship of the Army and Navy, unfairly witha tninority, by com- and after his fight on Saturday

Philippine Islands-Per Taming,

Linan, 11th Feb, 3 pm. 11th Feb., 3 p.m. Shanghai and North China-Per Kwongaung. 11th Feb., Courbet-Per Uanyang, 11th

5 p.m.

Port

5 p.m.

Daiya-maru, for Wakamatsu. Leongsang, for Manila, Yunnan, for "Canton, Haimun, for Swatow.. Hatching, for Fooohow. Fooksang, for Calcutta.

Kwongchauwan, for K. C. Wan. Pembrokeshire, for Antwerp. Yatshing, for Yokohama.

·DEPARTED. Feb. 8.

Canton, for Port Said. Waishing, for Saigon. Benvenue, for Yokohama. shansi, for Port Courbet. Onsang, for Chinwantso. Tranquebar, for Yokohama.

Masac

6a30.1658 70

Wuchow 9a

Pakhoi " Loihow

Phulien

Aparri

Tourane

C. St. J..

5a30.1061

11

30.0468 29.97 70

11

30.03-

Manila Legaspi

29.97-

11

19

29.96--

Iloilo 9829.9580 Bacolod Cebu Labuan

For

·STPAN 188.

1Capt. P. Seabill

| KUDAT & SANDAKAN (BORNEO

HANGHAI, TSING-

TAU, KOBE and DERFFLINGER

Capt. F. Jesch

TOKOHAMA NAPLES, GENOA,)

ALGIERS, GIBRAL-BREMEN

End of February. SATURDAY

.17,000

8th Feb,

GA

'W'NESDAY,

19th Feb,

SATURDAY

TAR, SOUTHAMPTON, { Japs. B. Wilhelmi - 20.80 ANTWERP &BREMEN,

0

MANIA "PAC

2-

MARONN, NEW-PRINZ SIGISMUND

n 6

3 c

KOBE and YOKOHAMA

еде 5 с ene 1 of

B

.ow 2 dh

ene. 2.c

e1d

0 0

-

..

0 b

nw 2 b nw 1 b

10

29.94 81. 29.92 81 T. F. Claxton, Dirootor. Hongkong, Observatory, Feb. 8, Barometer, reduced to

32

GUINEA, BRISBANE:laps, D. 1948 Ford 5,00% 22nd Te rhy SNEY & MOURNF;)

PRINZ WALDEMAR

4.110.

About TUESDAY 4th Maibh.

Capt. Beamt

•Calling at Manila.

All the steamers of the Europena Lins art fitted with Wireless Telegmphy. Now System of l'alefunken,

For further Partionlara, apply to

NORDDEUTSCHER LLOYD,

MELCHERS & CO.,

GENERAL AGENTS, HONGKONG sud, CHINAGE

Congkong. 7th Fabtaary, 1913.

pelling the later either to fa 1 it. 1.ata-couvingud that it will take Fort- Bayard, datphone, Pakhot Empress of Japan, for Vancouver. degrees Patron, or on the level DOUGLAS STEAMSHIP CO., LD

with a reconstruction Buhems of a good man to beat him.

and Saigon-Per Si-Loongsang, for Philippine Islands. kiang, 12th Feb., 8 a.m. Fooksang, for Calcutta.

"which they are unable tɔ approve, So far there has been no reply. or to accept such compensation to Mr. Harry Kelly's acceptance Swatow, Amoy and Foochow-Daito-maru, for Canton, for the loss of their interests as on behalf of Jack Cordell, of the that schonio olfors thom, "Au offer of Mr. Adair. #greement for sale and distri-Telegrapli" vyosterday, the Macao-Per Sui Tai, 12th Feb,

In the

Per Kaijo-maru, 12th Feb., 9.a,m.

am

Chinhua, 19th Feb., 3

"p.m.

Kiukiang, for Canton. Línan, for Canton, i

PASSENGERS ARRIVED. Per as. Pembrokeshire, arrived 8th inst., from Shanghai:— Andrews

Hopwood

bation can only be valid wlion manager for Cordell made it very Japan via Yokohama Per

1.15 p.m. the Company is proposed to be plain, that if business was intend- wound-up or is in coures of be-od for the sum of $600, both man

Quiloa, 13th Feb, 11 ing wound up. Sec. 161 "Section and money were ready. The men Shanghai and North China-Per Chate 185 of the Ordiasnco)" contains can be mat any time by appoint- provisions which, in my judgment, at this office, and the moat, delino rights in the mem-articles drawn up for an encounter, Swatow, Amoy and Foochow- bera which cannot by any clauses As Mr. Kelly said in his lotter, a in the Memorandum and Articles | deposit at this office will convince of Association be excluded," the public of Hongkong that there (Buckley L. Jin Biagood v. Ign- | iA aomo substance in derson's e. Go, at p 762, over- challenge. ruling his own decision in Dough

Xaverian,

CRISP,

NIPPING MORNINGS.

A pot of hot, delicious

Coffee downstairs. The in- viting Aroma prevades the house. Isn't that an in-. ducement to get up and begin the day? But the Coffee musta't be

adis-

appointment even one day out of six. It must be con- sistently good, and that is one of the great characteris- tics

Ics of LOTUS BRAND

MOKHA COFFEE,

Obtainable at all Grosers.

H

RUTTONJEE & SON,

QUEEN'S BOLD, CEN RAL,

the

9 a.m.

1:15 p.m.

#

Adams, 0.

of the sea in inches, tenths and hundredths.

2 Temperature, in the shade, in degrees Fahrenheit.

3 Humidity in percentage of

Hongkong-South

Coast Ports.

saturation, the Humidity of airpla,uid Accommodation for Fint-Ches Passenger. Electric Light. Excellent Highart Clawn, Fastest and Most Luancion Steamer on the Coist, having

saturated with moisture being 100, 4 Direction of Wind, to two points.

5 Force of Wind, according to Boaufort Scale.

Valsias

FOR SWATOW, AMOY AND FOOCHOW RETURN. (Ocen, ying" 10 days)

CASTAIN

LUATION,

6 State of Weather, b blue sky, STEAMSHIPS. fog, g gloomy, h hail, I light HAICHING... W U. Fannot... 5 NDAY, 9th Feb., at Day ight, cdetached cloud, d drizzling rain

HAIMUN J. W. Evans...... ↑ SUNDAY, 9th Feb,, At:10 am.. ning, o

overoast, p passing HAITAN Tshowers, q squally, r rain, a snow,

JJ, S. Roach....... TUESDAY, 11th Feb 11 Am. t, thunder, v visibility, w dew wet).

HAIYANG ...AE Hodgins FRIDAY, 16th Feb., at 19,x.m. 0. Rain in inches, tenths and

Steamers will arrive at, and depart fringthe Co.'s Whatt undt Hlán, Pia hundredths..

For Freight and Pasange, apply t

METEOROLOGICAL,

PASSENGERS DEPARTED.

Por s.8. Zafiro, sailed on 5th Per Haiyang, 14th Feb., inst., for Manila, &c. :- Macao-Per Sui Tai, 14th Feb, Allan, J. U.

Allen, Miss.. Dualo, Misa

Elba, Miss V. Straits and India via Calcutta-Blane, Miss E-

Hughes, Mr. & Per A. Apcar, 14th Feb, Burgess, H. Kipp. Mr. and

Mrs, W.R.. 2 p.m.

Hodges, C., Mrs.J! H, Shanghai. North China and Japan Clano, B. Le Lathrop, Miss

via Kobe-Per Thongwa, Chase, 0, " 15th Fob 10 m

B. Batavia, Choribon, Semarang and

Chambers, Miss Mansfield, Mi98

I. ... Bourabaya Per Timahi, Clarke, Miss A. Martin, Mies T. Barometer. 30.18.30.24 30.21 15th Feb., 10 am.

Cook, dr. & Mrs. Newlin, D.

Temperature 65 58: 61: Straite, Burmah, Ceylon, ป.

Olawarieta, Wind.

Humidity 7178 69 Adelaide, Western Aus- Claim, Miss.St,

Chan Ual, Mr. & Philips, Miss C. Direction } ESE Aden,

ESE Egypt, and Europe via Chan Choy-ha, Swathold, Mre

Pun, Brindisi, (Late Letters

English

Mail,

tralia, India,

Alrg.

Miss

Mias. Chan Toy Chan Po, Master Crag, H.

L.

VOSODY, W. Vack, rund Mr. & Mrs. T.

11, a.m. to noon, Extra Postage 10 cents) (Sup-Chan Choy-wan Sing, Nikar plementary mail on board up to the time fixed for departure of the mail (Extra Postage 10 cents) (Letters posted in all the Pillar Boxes in time for the first clearance will be included in this con- tract mail.) The Parool

SHIPS PASSED THE CANAL.

London, 17th January, Bayern, St. Patric, Rhesus.

Arrivals from Ching:-Ajax,

Mail will be closed on The following vessels have pas Friday, the 14th inst, at sed the Caual-Andalusia, Aus

Previous p

Day On Date On Date.

At a p.. da.m..

E Force 43470043 Weather

Rain

Highast open air Temperature as the 6th Lowast

HI.K. Observatory, 7th Feb., 1913.

5 p.m.-Per Bimalaya; tria, Erroll, Lutzaw, Muncaster Mons 15th Feb., 11 am Castle, Silesia, Tango-maru, Yang Philippine Islands-Fer Taisang, Teze, Paul Lecet, 215

15th Feb., 1 p.m. Macao-Per Sui' Tai, 15th, Feb., All productions of the Philippine Islands-Per Rubl; the strictest Eurypean

XANDRA CAFE 007ate

Tues

gel T. fi Ulaxton, Director.

TIDE TABLE

Fab, 8th to 14th Feb., 1913.

201.

Douglas, Lapraik &

General Managera.

THE EASTERN & AUSTRALIAN STEAMSHIP CO., LIMITED..

Steam

Mail Service to Australia via Manila.

MAIL SCHEDULE. (SUBJECT TO MODIFICATION

EMPIRE CON 20ŠIRVI3271930 ST. ALBANS Low Wale EASTERN *****, munia

„, Arrive Hongkong

from Australis 2

Lonte Hongkong

for Aussia

On the 19th Fab.] On 1st March 1 On the 7th Merah. On 29th Mar -On the ich Ap il ... | On 20th April, The above Bitsamers are fitted with At-frigerating Machinery, 25.164.0 Kontiful supply of Ios, French Provisions, ot, and are lighted throng ***** Strotricity: All State-Roms are Electric Fans. A daly qualified

'Kɛwardwa'are eserindu-l

"High. 'Water *Hoaglong Mean Time

· Haag kang

TE

7,0

• 80. 3.T

SA morning & Sier

For farther partonlars, spply

Gibb

vingston & G

and Fablished:

Bond Quatral.