Mr. 0. Iburg movei That Mr. J. F, Seaman be elected Director in place of Mr. E, Davis resigned.
Mr. G. W. Noel seconded.
Carried unanimously.
Mr. F. Gove moved—That Messrs. Rufus Eastlick and Thomas Wood be re-elected Auditors, Capt. Whittle seconded.
Carried unanimously.
The Chairman—With regard to the finances of the Cotnpany.your Directors still hold the same views as expressed by me at the last annual meeting: viz., that we should have more Capital, and we still consider that the best means of raising it is by debentures.' At the last meeting you, by special resolution, empowered the board to issue Debentures up to Tls. 300,000 with interest at a rate not exceeding 6 per cent. per annum. Unfortunately, much as we should have wished it, the state of the money market has been such as to render impossible the issue of Debentures bearing interest at 6 per cent. We therefore come before you with a resolution to again confer the same. powers for a similar issue but at the increased rate of interest of 7 per cent. I therefore beg to propose "That the resolution passed at the Annual Meeting of the Company held at the Offices of the Company at Shanghai on the 4th day of November 1897 be altered by the substitu tion of the words seven per cent for the words six por cent therein, and that the Resolution do stand as altered."
Mr. D. Brand seconded and the motion was agreed to. "*Phe Chairman—The report has prepared you for'a'change in the management and I will now proceed to fully explain the arrangement entered into by your Directors and the American Trading Ca: A short time ago'the American Trading Ca. notified the Directors of their willingness, under certain conditions, to give up the General Management which they held under the 'Articles of Agreement dated 15th July 1895. The terms offered and accepted' by your Directors'are as: follows;—'*That in consideration for the surrender by the American Trading Co.-of their rights under the said Agreement' ander which they have hitherto held the General Management the Directors will guarantee them, the American Trading Ca., the difference between the market value to the par value of the shares, which they hold under the conditions of the said agreement." Before accepting this offer, your Directors took council of their Legal Adviser whose advice was, that legally they could not deal on behalf of the International Cotton Manufacturing Ca. in the shared of the said Company, but that it would be quite in order to treat the difference between the marker value and the par talao of the said shares if commuted into a fixed sum to be paid to the American Trading Ca. as compensation for the rights they' offered to surrender. Therefore your directors, having decided in the "best interest of the shareholders to accept the American Trading Co.'s offer, took steps to secure buyers of the American Trading Co.'s shares. The number of shares held by the American Trading Company is 400° and the price at which they have been underwritten is Tis; 80 per share the then market price. And the difference between: Tls. 80 and Tls. 100 per share on shares constitutes the amount of Tls. 8,000 payable under this arrangement to. the American Trading Eu. and which we now ask you to confirm. Ido hot'suppose that many of you present are aware of the rights of the American Trading. Ca. under their Agency Agreoment, and which they have-agreed to surrender. I will acquaint you with the terms: "A-fixed sum at the rate of Twelve thousand. taels per annum in fall for general management for the purchase of all Supplies{and the sale of all products. Provided that whenever the profits of the Company made during the financial year or other period comprised in the accounts submitted to the ordinary general meeting in each year are more than sufficient to pay a dividend on the paid up capital of the Company for such period at the rate of ten per cent per annum (after making due allowance for depreciation in buildings machinery and plant not exceeding ten per fees) then whether such dividend the payment of Directors' and or not the sai um of twelve thousand taels shall be increased at rate of one thousand taels for every one percent per' annum complete which such profits are sufficient to pay in excess of ten per cent{per annum, until the said sum of twelve thousand taels together with the said increments thereto shall amount in the whole to twenty thousand taels per annum after which no further increment shall be payable. Provided also that when such profits are not sufficient to pay a dividend at the rate of ten per cent per annum but are sufficient to pay a dividend at the rate of nine por cent per annum then such sum of twelve thousand taels shall be reduced by one thousand taels and so on by one thousand taels for each further deficiency of one per cent, but such sui shall not in any case be reduced below sum of four thousand taels. - No farther remuneration shall be payable to the Agents. All discounts and allowances received in respect of business done for the Company shall accrue to the Company." I think you will now be better able to judge for yourselves whether or no: your Directors have acted in the best interests of the Shareholders by accepting the offer made by the American Trading Ca. ANI can says that when it is considered what the American Trading Ca. are surrendering for the sum of only Tls. 8,000, your Directors were and are of opinion that they are dealing most fairly with the shareholders and that it was an offer so liberal that it could not reasonably bs declined. You will have'naturally inferred that the Directors had simultaneously some definite scheme for carrying on the management of the Company and that naturally has had our careful consideration. Ths conclusion we have arrived at-is to run the affairs of the Company independently, that is to say, appoint our Manager, "who shall act under the control of the board, and have our own offices and staff, This is the system under which many large local Companies are managed and there is no reason why we should not do as. well. The expense of actual management will
shall save the General Managers' Commis-be practically the same as hitherto and we sion. The appointment of manager we propose to give to Mr. James Jones, and this, I think, will notjcome asia surprise to you. Mr. Jones as you all know, was mainly instrumental in floating the 'Company he has been closely' connected with the management of the mill-from its inception, and the' experience he has gained in the working of the mill in all its details well alities him for the appointment. We shall also retain the services of Mr. W. M. Wood who has during the past year most satisfactorily filled the post of Secretary to the Company. The resolution on this ject I had better read to you before asking you if you have anything to say upon it. It really takes the form of; two resolutions and reads as follow eiSeetbe pepmort 0s a aerate 'a) That the Company approve and au-Company of the sum of 'Tls. 8,000 Shaoghat jyeeo 8 compensation for the cancellation by them of the Agreement made the 16th day of July 1895 between the American Trading Company and Mr: John' Ferris. Seaman on bohelf of the Company thereafter ratified by the Company.
(b) That the vacancy in the Office of! Agente caused by the resignation of the: American Trading: Company as the Agents of the Company be ndtifilled up.
Mr. J. L. Scott seconded the first part of the resolution and Mr. Davis seconded the remaining portion. Both were agreed.
'The Chairman—Bofore}concluding the business of the mooting I should like to express the Directors' appreciation of the: efficiency with which the staff, have-carried: out their duties. "I think if any of you: shareholders would eare—and in: fact' wer invite you—at any time to inspect the-mill, you will agree as to the. efficiency of our' Staff. That concludes; the: business of the: meeting and I thank: you for your attendance.
Mr. Toeg proposed' a vote-of thanks: te: the Chairman and Directors for their servious and the meeting separated.
Text read from the printed page and cleaned; old type leaves the occasional error.