An extraordinary general meeting, at which the same shareholders attended, followed for the purpose of passing the subjoined resolutions.
Resolution 1.—That the words "or auditors" shall be inserted in the first line of subartice 4 of Article XIV of the Company's "Articles of Association immediately after the word "Auditor."
Resolution 2.—That the following sub-article be inserted after subarticle 4 of Article XIV of the Company's Articles of Association and be numbered 5, namely (3) "The General Managers with the approval of the Consulting Committee may fill any casual vacancy in the office of auditor, but while any such vacancy continues the surviving or continuing auditor or auditors (if any) may act.""
Resolution 3.—That the following sub-article be substituted for subarticle 5 of Article XIV of the Company's Articles of Association and be ie numbered 6, namely (6) "The remuneration of the auditor (s) shall be fixed by the Company in General Meeting except that the remuneration of any auditors' appointed to fill any casual vacancy may be fixed by the Consulting Committee."
Resolution 4.—That the first cub-article of Article XV of the Company's Articles of Association be cancelled and that in lieu thereof the following sub-articles be inserted "XV (1) Messrs. Jardine, Matheson & Ca., Ld., and its successors in business (being a British Firm or Company) so long as that Company or its successors shall be willing to act (subject as provided by the next ensuing sub-article herein) and shall possess the requisite share qualification, namely, at least seven thousand five hundred (7,500) Ordinary Shares of the Company shall be the General Managers of the Company: and so long as that Company or its successors shall be such General Managers, the Senior representative for the time being in Shanghai of that Company or of successors shall be the Chairman of the Company. The Company shall forthwith enter into an agreement in writing to employ the said Messrs. Jardine, Matheson ness as such General Managers upon the terms above set forth.
"XV. (2) The General Managers shall not resign their office without giving to the Consulting Committee six calendar months' previous notice in writing to take effect on the last day of the financial year of the Company which expires next aiter such six months' notice shall have expired, or at the same time as the expiration of such six months' notice.
"XV. (3) In the event of the said Messrs. Jardine, Matheson & Ca., or' its successors in_ business (being a British Firm or Company) ceasing to be the General Managers another British Firm or Coripany shall be appointed in their place by shareholders at a General.|Meeting to be convened by the Consulting Committee or by Shareholders for that purpose, upon such terms and conditions as may be agreed upon.""
Resolution 5.—That__ sub-article No. ¢ of Article No. XV of the Company's Articles of Association be cancelled.
Resolution 6.—That Nos. 2, 3, 4, 5, 6, 7. 9, and 10 of Article No. XV of the Company's Articles of Association be renumbered 4, 5, 6, 7, &, 9, 10 and 11 respectively.
The secretary having read the notice convening the meeting, the chairman, proposing the adoption of resolutions, Nos. 1, 2. and said With reference to Resolution 2, 2 and 3 regarding the auditors, I may say that after Mr. Wingrove's resignation owing to ill health, Messrs. Lowe, Bingham & Matthews were elected by the shareholders at the last annual meeting, but after looking into matters, this firm found, however, that they could not undertake the work for less than Tls. 1,000 per annum, and as the company's existing Articles of Association only provide a fee of Tls. 250, we were recommended by our legal advisers to pay Messrs. Lowe, Bingham & Matthews the sum of Tls. 750 for their professional services and charge same to last year's working account, in addition to the annual fee of Tls. 250, called for by the Articles of Association.
The new resolutions now to be submitted will provide shareholders with powers to vote the auditors' fees as required, and we trust they will have your support as the magnitude of the company's operations now render it necessary that the accounts should be supervised by a firm of chartered accountants.
Mr. C, R. Burkill seconded and the motion was carried, upon which the chairman said:—Subject to your approval we propose to remunerate Messrs. Lowe, Bingham and Matthews for the current year in the same manner as we have done for the past 12 months. At future annual general meetings shareholders will have the opportnnity of electing auditors and fixing their remuneration for the ensuing year.
Mr. Ayscough in proposing the adoption of resolutions Nos. 4, 5 me much pleasure to propose Resolutions No. 4, 5 and 6 whicn has just been read to you by the secretary.
Our chairman has told us that the annual average dividend since the start of the company has been 18} per cent—this, I consider, speaks volumes for the management. and I trust you will unanimously approve the appointment of Messrs. Jardine, Matheson & Ca., Ld., as general managers so long as they hold 7,500 shares.
Most of you are aware that the resources and organization of Messrs. Jardine, Matheson & Ca., Ld., have always been at the disposal of this company, and it appears to me that their position should be safeguarded in view of tected the interests of Shareholders the manner in which they have pro-
for the past nine years, In this connexion I should like to point out that the office allow ance of Tls. 5,000 per annum granted the general managers does not in any way cover their expenditure in managing the mill, which is only adequately compensate ed in good years by their commission on the profits earned by the company.
Gentlemen, I feel sure all of us desire to see British undertakings kept in British hands—this is provided for in the resolutions which I commend to your favourable consideration.
Mr. C. G. Mackie seconded and the resolution was adopted after which the chairman said:—Gentlemen, on behalf of my firm I thank you for having passed Resolutions: 4, 5 and 6, as they are in measure a vote of confidence in our management of your Company.
Our cotton mills -have always been looked upon by us as an important department of our cwm business, and I can assure you that we shall continue to provide mew who will manage them to your satisfaction.
Text read from the printed page and cleaned; old type leaves the occasional error.