For the descendents of Richard Dearie and his son John Russell

1936 Notes on the Private Affairs of D. O. Russell by D.O R.

These notes have been drawn up so as to assist the person or persons who may be called upon to look after my affairs in the event of my death. For many years I was the sole partner of my late brother J. A. Russell (who died on 7th April 1933) in the business of and held 25% of

J. A. Russell & Co - K. L. (Malaya)

W. R. Loxley & Co - Hong Kong, Canton, Shanghai & London

Perrin Cooper & Co - Tientsin

My brother having left a small son aged 6 months and not having in his Will actually stated that money could be kept in non-trustee stock, the court in K.L. directed that, with the exception of JAR & Co. KL, the other businesses be sold off. At that time any such sale was quite impossible since owing to the world-wide slump it was almost impossible to give the businesses away. A forced sale would have meant having to meet a huge deficit (the companies being indebted to the bank for a very large amounts on stocks and property) which, if transferred to JAR & Co K.L. would have crippled, if not bankrupted them. It was therefore arranged after much discussion that I would take over the merchant businesses on the following terms.

(1). All assets and liabilities would be balanced and any deficiencies would be absorbed by J. A. Russell & Co.

(2). That I would retain my 25% of interest in JAR & Co. or any other company to be formed.

(3). I would be advanced MALAYAN STRAITS $525,000 for working capital and to cover an extra amount charged for the T’sin property over and above the value which the bank placed upon it and for which sum they, the Bank would advance to me.

(4). Interest would be at the rate charged by the Bank to advances to JAR & Co.

(5). Repayment of the loan of ST $525,000 would be in 5 years i.e. in November 1939 but in the event of my inability to do so and in the event of the bank being agreeable a further 5 year to November 1944 would be allowed. (For further details of the arrangement see the sale agreement made between JAR & Company and myself and deposited with my other papers)

The Shanghai Office which was virtually closed in 1933 was wound up whilst the other merchant businesses were formed into private limited liability companies as follows

W. R. LOXLEY & Co. (London) Ltd,

Capital £30,000 – issued £15,000 in 15,000 £1 shares.

W. R. LOXLEY & Co. (China) Ltd

Capital $500,000 H. K. - issued $200,000 in 2000 $100 shares


Capital $300,000 N.C. - issued $150,000 in 1,500 $100 shares

All the issued shares are in my name with the exception of one or two in each company which was necessary to form the companies, but such shares have been returned to me with signed transfers in blank.

Under the terms of the purchase of the merchant businesses, all the issued shares together with transfers signed in blank have been sent to JAR & Co K.L. who have deposited them with the H.K. Bank in K.L. As further security for the loan of ST $525,000 I have also deposited the shares in my name in JAR & Co. Ltd (i.e. 25,000 shares of ST $10 each) ; pledged my contingent interest in the estate of J. A. Russell and also issued a debenture of ST $250,000 by W. R. L. & Co. (China) Ltd. and one of ST 250,000 by Perrin Cooper & Co Ltd.