The Archive · 1940

BANKERS TIONGKONG & SHANGHAI BANKING CORPORATION, 12 The Bund, Shanghai.

LEGAL ADVISERS — HANSONS, 49 Szechuen Road, Shanghai — AUDITORS LOWE, BINGHAM & MATTHEWS, Chartered Accountants, 2 Peking Road, Shanghai. — REGISTERED OFFICE

JARDINE, MATHESON & CE., LTD., 27 The Bund, Shanghai. oe., Lie following particulate of the property have boon supplied by the General Managers, Jardine, Matheson The Brewery Plant is situated on a site of Mow 2.0.6.5 within the International Settlement of Shanghai at the'corner of Point and Tinghai Roads with a strip of land at the North East corner giving an outlet to Pingliang Road. The titles to the land are represented as to Mow 4.1.4.2. in British Consular lota in the Company's possession; as to Mow 9.2.2.6. registered as a B.C. Lot in the British Consulate who confirm the deeds wore sent to Chinese Authorities for registration, and as to Mow 8.6.9.7 represented by Tu Di Chena and other documents of title in the Company's possession. The main building, covering an area of about 20,900 square fect, is a stool frame construction of 9 storeys. It has been so constructed that large expansion is possible at relatively low cost and there is ample ground available for this purpose. The equipment throughout is of the most up-to-date type, all purchases having been made with a view to securing a Plant comprising in every branch the impro in brewing and bottling praotiod:" All Stores auf Materials have been jed over at d the advantage of this to the Comnatiy is pertidularly noticeable in the case of empty bottles where a stook of several milita; bottles stands inthe books at very much under'gurrent replacement juos.

In Conformity with the Hongkong Companies' Ordinances the following additional particulars are supplied There are no founders nor management nor deferred shares. All shares are fully paid up and no shares no bentures have been issued nor agreed to be issued for a consideration other than in cash, There are no mortgages "10? lions on the property.

The number of shares fixed by the Articles as the qualification of a Director is 500 shares.

Under Clause 76 of the Articles of Association, remuneration of the Directors in toto is fixed at $12,000 per annum.

The purchase price of the whole undertaking of the Ewo Brewery Company which includes Land, Buildin Plant and Machinery, Vehicles and Equinment, together with all stocks of beer, malt, hops, bottles, et sto. whi was acquired from the Vendors as on Ist Janusrv, 1949, was $6, 000. The preliminary expenses pa'

Comnanv covering registration, legal and accountancy fees, prin, advertising, stationery, etc., ete. were estimated at $50,000 no commission was paid nor is payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the Company. A further $1,000,000 has been subscribed to augment working capital.

$5.00 per share was payable and was paid on application. No shares nor debentures have been issued or agreed to be issued as fully paid up, otherwise than in cash; no debentures have been issued, The Vendors of the Ewo Brewery were (1) Jardine, Matheson & Ca., Ltd., and (2) Ellis Hayim and Frank Harrison afd sums of $2,000,000 and $4,000,000 respectively have been paid to them in cas! Nothing was paid nor is payable for goodwill. Nothing has been paid nor is payable as commission for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions for any shares in, or debentures of the Company. The estimated amount of preliminary expenses of the Company as stated above was $60,000. Nothing has been paid nor is intended to be paid to any promoter.

Material contracts, not being contracts entoredinto in the ordinary course of the business oarriedjon"or intended. to be carried on by the Company, are as follows (a) Sale Agreement between the Vendors and the Company, dated 14th October, 1940.

(b). Deed of Gift dated 14th October, 1940 from the Vendors to the Company of all profite earned between the Ist January, 1940 and 16th October, 1940.

(c) General Managers' Agreement, dated 14th October, 1940.

(d) Statement in lieu of prospectus, dated 14th October, 1940.

Shanghai.

The Auditors"of the Company are Lowe, Bingham & Matthews, Chartered Accountants, 2 Peking Road, William Johnston Keswick, a Director of the Company, is a Director of Jardine, Matheson & Ca., Ltd., who were absolute owners of a one-third interest in the property acquired by the Company; Ellis Hayim, another Director, together with Frank Garside Harrison were the absolute owners of a two-thirds interest in the property acquired by the Company. No sums were paid nor were agreed to be paid to either of the above Directors in any form nor to any other Director or Directors to induce him or them to become, or to qualify him or them asa Director or Directors, or otherwise for services rendered by him or by them in connection with the promotion or formation of the Company.

The following is a copy of a report. from the Auditors 2 Poking Road, Shanghai, 30th September, 1940. To the Directors of EWO BREWERIES, LIMITED Gentlemen, Wo have audited the books and accounts of the Ewo Brewery Company since its inception in 1934 up to the 30th day of June, 1940 and certify that to the best of our knowledge and belief the following are the results of the partnership working for the years 1937, 1938 and 1939 and for the half year ended 30th June, 1940 after eliminating interest paid on borrowed funds amounting to $240,623.36 for 1937, to $267,930.67 for 1938 and to $299,712.29 for 1939 and that no provision has been made for General Managers' remuneration nor for Directors' fees, Year 1937 se Loss $398,276.61 254,035.90 194,321.17

Text read from the printed page and cleaned; old type leaves the occasional error.

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