As you are aware, proposals of this kind have been considered before, but it has not been possible to agree upon a scheme considered equitable alike by the ordinary and preference shareholders. The merger of your company's interests with those of the Shanghai Dock & Engineering Ca. Ltd, and the success already achieved by the merged undertaking, has altered the situation, and, in view of this and other circumstances, your directors consider it again opportune for an offer to be made.
If the alteration of the articles of association is agreed upon, it is the intention of the directors to invite preference shareholders to convert their holdings into Ordinary shares on the following basis. After payment of a part of the arrears of preference dividend, amounting to 10% per cent, which will be the subject of a resolution at this meeting, there will remain the following arrears of dividend. Balance 1935 132 rer cent, 1936 8 per cent, 1937 8 per cent.
The total oѓ these arrears is 17% per cent. For the purpose of the proposed offer it is intended to add the dividend which would accrue to December 31, 1938, making a total of 25% per cent. On this basis the ordinary shares to be offered, in exchange for preference, would be at the rate of 125% per 100. As it is proposed, however, that the new shares shall rank pari pass with ordinary shares for any dividend accruing in respect of the current year, it is considered reasonable to make the offer one of 125 shares per 100, that is one additional ordinary share for every four preference hares tendered for conversion, This is just a brief outline of the directors intentions. Full particulars of the offer will be made immediately following agreement to the necessary alteration of articles, if such is given at the extraordinary meeting of Ordinary shareholders {o be held on April 8.
Following the chairman's speech, a number of questions were asked by Mr. L. Soyka. Mr. Soyka asked for details of the item "Sundry Expenses" amounting to $18,975.02 appearing in the Profit and loss account, and details of how this item was made up were supplied by the chairman. Mr. Soyka also asked what sum the directors were receiving for their services, being informed by the chairman that the directors were receiving no remuneration,
Text read from the printed page and cleaned; old type leaves the occasional error.