香港公司章程模板中英文2013

COMPANY NO. [*****]

THE COMPANIES ORDINANCE, CAP. 32

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

[****** HOLDINGS LIMITED]

(Adopted by special resolution passed on [?] 2013)

PRELIMINARY

1. The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.

2. In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:

these Articles means these articles of association as from time to time altered by Special Resolution;

Auditors means the auditors of the Company;

Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business;

clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company; dividend means dividend or bonus; $ or dollars means Hong Kong Dollars;

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the holder in relation to shares means the members whose name is entered in the Register as the holder of shares;

Hong Kong means the Special Administrative Region of Hong Kong;

in writing means written, or produced by any visible substitute for writing, or partly one and partly another and \month means calendar month;

Office means the Registered Office of the Company;

Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including any statutory re-enactment or modification thereof for the time being in force; paid means paid or credited as paid;

Register means the Register of members of the Company;

Seal means the common seal of the Company or any official seal that the Company may be permitted to have under the Ordinance;

Secretary means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary; year means year from 1 January to 31 December inclusive; 3. (a)

In these Articles:

unless expressly defined in the Articles, words or expressions that are defined in the Ordinance bear the same meaning as in the Ordinance but excluding any statutory modification of the Ordinance not in force when the Articles become binding on the Company;

references to a document being executed include references to its being executed under hand or under seal or by any other method;

words denoting the singular number include the plural number and vice versa, words denoting the masculine gender include the feminine gender and words denoting persons include corporations;

headings and marginal notes are inserted for convenience only and do not affect the construction of these Articles;

powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them;

the word Directors in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more Directors, any Director holding executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated;

Construction

(b) (c)

(d) (e) (f)

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(g)

no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of that or any other power of delegation; and

except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles or under another delegation of the power.

PRIVATE COMPANY

(h)

4. (a) (b)

The Company is a private company and accordingly:

the right to transfer shares is restricted in the manner hereinafter prescribed; the number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of such employment to be members of the Company) is limited to 50. Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Article be treated as a single member;

any invitation to the public to subscribe for any shares or debentures of the company is prohibited; and

the company shall not have power to issue share warrants to bearer.

Private company restrictions

(c) (d)

本公司为私人公司，据此-

(a) 转让股份的权利乃以下文所订明的方式受限制。

(b) 公司的成员人数(不包括受雇用于公司的人，亦不包括先前受雇于公司而在受雇用期间及在终止受雇之后，一直作为公司成员的人)以50名为限。但就本条而言，凡2名或多于2名人仕联名持有公司一股或多于一股的股份，该等人仕须视为单一名成员；

(c) 禁止任何邀请公众人仕认购公司的任何股份或债权； (d) 禁止公司发行不记名认股权证

SHARE CAPITAL

5. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by resolution determine or, subject to and in default of such determination, as the Directors shall determine.

在符合本公司组织备忘录规定，且不影响任何先前赋予现有股份持有人之特别权利之情况下，本公司可依特别决议批准之不同类别股份，发行不同类别股份，附加优先、劣后或其它特别权利予该股份，或限制给予股利、表决权、剩余股本之分配或其它(「特别股」)

Shares with special rights

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6. Subject to the provisions of the Ordinance, the Company may issue shares on the terms that they are, or at the option of the Company or the holder of the shares are liable, to be redeemed on such terms and in such manner as may be provided by these Articles. 在符合公司条例及本公司章程之规定下，本公司可依特别决议，经公司选择或股东发生责任时，于特殊事实或特定日期，由公司或股东选择发行行使赎回权之股份。 7. Subject to the provisions of the Ordinance relating to authority and otherwise, of any resolution of the Company in general meeting passed pursuant thereto and any agreement then existing between the members relating to their relationship as members of the Company, all unissued shares shall be at the disposal of the Directors and the Directors may allot (with or without conferring a right of renunciation) grant options over or otherwise dispose of them to such persons, at such times and on such terms as it thinks proper. This power shall not apply to redeemable shares, which shall be governed by the provisions of Article 6.

Redeemable Shares

Disposal of shares

在不违反公司条例和公司股东大会决议的情况下，所有未发行之股份应由董事会处置(按照开曼公司法)，董事会可依其认为适当之时间、条款和条件，向其认为适当之对象提供分配、授与该等股份之选择权、发行凭证或其它相等之权利。

8. In addition to all other powers of paying commissions, the Company may exercise the powers of paying commissions conferred by the Ordinance, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Ordinance and the rate of the commission shall not exceed the rate of 10 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 per cent of such price (as the case may be). Subject to the provisions of the Ordinance, such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in another. The Company may also on any issue of shares pay such brokerage as may be lawful.

公司有权按 《公司法》 规定支付佣金，但应将支付或同意支付的佣金比率或数额按 《公司法》 规定的方式予以披露，且佣金比率不得超过有关股份发行价格的 10 % ，或佣金数额不得超过等同于该发行价格 10 ％的数额（依情况而定）。此种佣金可用现金支付，或用缴清股款或缴清部分股款的股票支付，或部分用现金部分用股票支付。在每次发行股票时，公司也可依法如此支付经纪费。

9. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.

除法令另有规定外，本公司不承认任何人以信托持有股份。除依法令要求外，仅承认股票持有人对于股份之全部有绝对权利(即使公司已受到通知)，公司毋须承认或被迫承认股份之任何衡平法上的权利、有条件的、将来或股份的实际权利。除公司法、本章程之条文之规定外，亦毋须承认其它股份相关之权利，但本公司可按公司法发行部分股份的权利。

Trusts not recognised Commissions

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VARIATION OF RIGHTS

变更股份附加之权利

10. Whenever the share capital of the Company is divided into different classes of shares, Variation of the rights attached to any class may (unless otherwise provided by the terms of issue of the rights shares of that class) be varied or abrogated, whether or not the Company is being wound up, either with the consent in writing of the holders of three-fourths of the issued shares of the class, or with the sanction of a special resolution passed at a separate general meeting of such holders (but not otherwise).

如股本被分为不同类股，任何类别股份附加之权利(除非该发行股份另有规定)，可依照特别股东会决议之批准对该类股进行变更，上述决议之通过需有持有该类股之出席股东不少于四分之三之同意，包括在特别股东会议上亲自出席之股东或被委派之代表，其它则不可。

11. All the provisions of these Articles relating to general meetings of the Company or the proceedings thereat (including the provisions of Article 75) shall, mutatis mutandis, apply to every separate general meeting of the holders of a class of shares, except that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of the class or, at any adjourned meeting of such holders, those members who are present in person or by proxy, whatever their holdings and the holders of shares of the class shall, on a poll, have one vote in respect of every share of the class held by them respectively.

每次特别股东会将准用公司章程内有关股东会之条文，但其法定出席人数应以该类股之发行股份股东或其代表出席之股东会，任何持有该类股之股东或其代表可要求投票表决。

12. The special rights conferred upon the holders of any shares or class of shares issued with preferred or other special rights shall not (unless otherwise expressly provided by these Articles or the conditions of issue of such shares) be deemed to be varied by the creation or issue of further shares ranking equally therewith or subsequent thereto.

股东所拥有的优先股的权利或其他权利，除非本章程另有明文规定，均应视为可因设立或发行同等股票而作变更。

SHARE CERTIFICATES

13. Every member, upon becoming the holder of any shares, shall be entitled without Members' rights payment to one certificate for all the shares of each class held by him (and, upon transferring to certificates a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall be under a Seal and shall specify the shares to which it relates, and the amount paid up thereon. In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate for each class of shares so held, and delivery of a certificate for a share to one of several joint holders shall be deemed sufficient delivery to all such holders.

Special rights not varied Special class rights in general meeting

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根据 《公司法》 规定，凡注册登记的股东均有权免费得到盖有公司印记的股权证。公司也可以应股东要求，就其所持股份有偿向股东发放多份股权凭证。每个股权凭证应标明对应股份的情况和缴纳情况。就数人持一股或数股情况而言，公司无义务向所有联合股东发放卡证，每股只需向其中一个股东发放一张卡证即可。

14. If a share certificate is worn out, defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses incurred by the Company in investigating evidence but otherwise free of charge, and (in the case of defacement or wearing out) on delivery of the old Certificate. 如果股权证丢失、损毁、破损，可以要求更新。

CALLS ON SHARES

15. Subject to any terms upon which any shares may have been issued the Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times; provided that no call shall exceed one-fourth of the nominal amount of the share or be payable at less than one month from the date fixed for the payment of the last preceding call and each member shall (subject to receiving at least fourteen days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or the time fixed for its payment postponed by the Directors. 董事会可随时向股东催缴股款（不论是就票面价值或是溢价），而不必按股票分配条款规定的期限，只要催缴的款额未超过股票票面价值的 25 % ，或缴款日期超过上次催缴所定支付日期一个月，所有股东必须（但至少得在 14 天前收到通知，说明缴款的时间或地点）在规定的时间和地点向公司缴纳所催缴的款额。董事会可以撤销或延长缴款通知。

16. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments. 催缴股款通知应被视为是在董事会通过催缴通知决议时已经发出，且可规定分期支付 17. The Directors may, on issue of shares, differentiate between the holders of a share as to the amount of calls to be paid and the times of payment.

一旦股票发行，董事会便可按所催缴股款的数额和支付时间区分股东。

18. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

共有股东对缴纳股资负有连带责任。

19. If a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate, not exceeding ten per cent. per annum, as the Directors may determine; but the Directors shall be at liberty to waive payment of such interest wholly or in part.

Replacement Certificates

Powers to make calls

Time when call made

Differentiation on calls

Liability of joint holders

Interest payable

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如果在规定之日没有缴清所催缴的某笔股款，应缴股款的人应缴纳从规定缴款之日起到事实上缴清款项之时为止的利息，年利率不得超过本金的 10% ，数目由董事会决定，但董事会也有权全部或部分免去此种利息。

20. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

凡按股票发行条款规定在分配时或在某一规定日期应缴纳的股款，不论是票面价值或溢价，根据本章程规定，均应视为是发有正式催缴通知，且应在股票发行条款规定的日期予以缴款，倘若不缴，应视正式催缴股款后款项到期支付的情况而适用本章程所有有关利息和各种费用的支付、没收或其他事项的有关规定。

21. The Directors may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate as may be agreed upon between the Directors and such member.

22. 只要认为恰当，董事会可接收股东自愿提前缴纳的未经催缴的全部或部分股款，且就提前缴纳的全部或部分股款支付利息（直到如不提前交付，该股款到期应付为止），具体可由董事会和股东在提前缴款时协商。

LIEN

23. The Company shall have a first and paramount lien on every share (not being a fully Company to paid share) for all moneys (whether presently payable or not) called or payable at a fixed time have lien on shares in respect of that share and the Company shall also have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single person for all moneys presently payable by him or his estate to the Company; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a share shall extend to all dividends payable thereon. 对所有已经催缴的或在规定时间应缴的股款（不管目前是否应缴）的股份（未缴清股款的股份），公司都享有优先留置权，对所有以个人名义登记的，目前应由他或用他的财产向公司支付股款的所有股份（缴清股款的股份除外），公司也享有优先留置权；但董事会可随时宣布任何股份全部或部分不受本章程规定约束。公司对股份享有的留置权，如果有，应当扩大适用到与股份有关的所有红利上。

24. The Company may sell, in such manner as the Directors thinks fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled to the share by reason of his death or bankruptcy.

Enforcement on lien by sale Interest

payment on call Deemed call

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公司可按董事会认为适当的方式出售公司享有留置权的股份，但只有当与留置权有关 的一笔款项到期应付后，或在将要求支付与留置权有关的应付部分款项的书面通知送交注册股东，或因股东死亡或破产而送交有权接收股份的人 14 天后方可进行出售。 25. To give effect to any such sale the Directors may authorise some person to execute a transfer of the shares sold to the purchaser thereof. The purchaser shall be entered in the Register as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

为执行此种销售，董事会可授权某人将所售股份转让给买方。买方应登记作为所转让股份的股东，他无义务负责购买资金的使用，他对股份的所有权也不得因销售程序的不正规或无效而受影响。

26. The net proceeds of the sale, after payment of the costs thereof, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and any residue shall be paid to the person entitled to the shares at the date of the sale. 销售所得应由公司接收，用于支付所属留置部分现已到期应付的款项，如有剩余，应当（扣除在出售前同样属于留置款项，但目前尚还未到期的款额）交付给在销售之日股份的持有人。

FORFEITURE AND SURRENDER OF SHARES

27. If a member fails to pay the whole or any part of any call or instalment of a call on the day appointed for payment, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any accrued interest and any costs, charges and expenses incurred by the Company by reason of such non-payment. 如果股东在规定缴款的日期没有交付催缴的股款或分期交付的股款，此后，董事会可在未缴清催缴股款期内的任何时间向股东送达通知，要求他缴付未交足的催款或分期股款，以及因此可能已经产生的利息、费用。

28. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

通知上应另定一个日期（从送达通知之日算起，至少得14天之后），规定应在该日或之前缴纳股款，并规定如果在规定之日或之前不予缴纳，所催缴股款的股份应被没收。

29. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may, at any time thereafter, before the payment required by the notice have been made, be forfeited by a resolution of the Directors to that effect.

如果不遵守上述通知书上的规定，在此之后，在通知的股款未缴清之前，可随时根据董事会所作出的有关决议没收所通知的任何股份。

Forfeiture for non-compliance Notice content Notice requiring payment of cash Application of proceeds Giving effect to sale

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30. Subject to the Ordinance, a forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors thinks fit; and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Directors thinks fit. The Directors may authorise some person to execute the transfer of a forfeited share.

被没收的股份可以出售或按董事会认为恰当的条件和方式予以处置，如董事会认为恰当，可在出售或处置之前随时取消没收。董事会可以授权他人执行转让被没收的股份。

Sale of forfeited shares

31. A person whose shares have been forfeited shall cease to be a member in respect of Liability the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to pay to the following forfeiture Company all moneys which at the date of forfeiture were then payable by him to the Company in respect of the shares, with interest thereon at such rate not exceeding 10 per cent. per annum as the Directors shall think fit from the date of forfeiture until payment; but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.

凡股份被没收的人将不再是被没收股份的股东，但他仍然应负责支付至没收之日应由他向公司支付的有关股份的所有款额（连同年利率为8%的就该笔未偿付款额利息，从没收之日算起，如果董事会认为应当支付此种利息），但如果他交足所有有关股份的此种款项，其责任应从缴清之时予以终止。

32. The Directors may accept the surrender of any share which it is in a position to forfeit upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered share shall be treated as if it had been forfeited.

董事会可以接受股东放弃的股份，该股份应被设定的条件被没收。 而且，根据商定的条件，放弃的股份应被视为被没收。

33. A statutory declaration in writing that the declarant is one of the Directors or the Secretary, and that a share has been duly forfeited or surrendered on a date stated in the declaration, shall be conclusive evidence of such facts as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

制作一份书面声明，说明声明人是公司的一名董事或书记，并声明公司的某一股份已经在声明书中所述的日期被合法没收，该书面声明将是证明所有声明事实属实，任何人也不能对股份提出所有权要求的确凿证据。出售或处置股份如有所得，公司可以接受，且可向股份购买人或接受处置股份的人签发转让书，凭此他可登记作为股东，如果有购买资金，他无义务负责资金的使用，他对股份的所有权不得因没收、出售、或处置股份的程序不当或不合法而受影响。本章程有关没收的规定应适用于任何按股票发行条件在规定时间应付而没有支付的情况，不管款项是按股票票面价值或是按溢价计算，正如正式催缴股款并通知而应予以支付一样。

Evidence of forfeiture or surrender Surrender of shares

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FURTHER FINANCING

34. Other than as provided in any agreement then existing between the members relating to their relationship as members of the Company, no member shall be required to provide additional funding to the Company whether by way of: (i) subscribing for shares or any instrument, document or security granting a right of subscription for, or conversion into shares; (ii) providing any form of debt funding, security, collateral or guarantee; or (iii) any other arrangement whatsoever.

除非当事人另有约定，公司不能要求任何一方股东向公司提供额外的资金：认购股份或者获得认股权或者可转换为股份的文件、证券；2.以债务、证券或担保的形式；3.其它方式

TRANSFER OF SHARES

35. All transfers of shares shall be effected by instrument in writing in any usual or common form or in any other form which the Directors may approve.

根据本章程规定，任何股东均可转让其全部或部分股份，转让应经通常或一般形式或董事会同意的其他形式的书面文件进行。

36. The instrument of transfer of a share shall be executed by or on behalf of the transferor and by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.

文件可由转让人或其代理人作成，转让人对股份的持有权一直维持到转让登记注册且受让人的姓名被记入股东登记簿为止。

37. No sale, transfer, pledge, charge or other disposition of any shares or any interest in any shares shall be effected other than in accordance with any agreement then existing between all members for the time being.

所有有关股份的出售、转让、质押、收费或者处置都应遵守股东之间既有的协议。 38. (a) (b)

The Directors shall be bound to register a transfer of shares if:

the transfer is in accordance with these Articles and any agreement then existing between all members for the time being; and

a form of transfer is lodged at the office, or at such other place as the directors may appoint, and is accompanied by the certificate for the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfers.

在以下情况下，董事会应办理股份登记： 1. 股份转让依本公司章程和股东之前的约定发生

2.在公司办事处或其它董事会指定的地方办理的股份转让事宜，并且有相关的股权证明和其它董事要求出示的能够证明转让股份的凭证

Registration of transfer Restriction on transfer Instrument of transfer Form and execution of

transfer of share No requirement for additional funding

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39. No transfer of shares shall be registered unless the transferee (if not already a member) has entered into and delivered to the company a legally binding commitment, in such form and substance as may be required by the members, by which it agrees to be bound by any agreement then existing between the members (other than the tranferor) relating to their relationship as members of the Company.

除非受让人（如果还不是股东）已订立并交付给公司具有法律约束力的承诺，在这样的形式和实质的股东可能需要须登记任何股份转让，其中同意遵守现有成员之间的（从其他比tranferor）作为本公司股东的关系有关任何协议。

40. If the Directors refuses to register a transfer, it shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.

如果董事会拒绝办理股份转让登记，那么自受让人向公司提交转让登记之日起2个月内，董事会应向受让人发出拒绝办理转让登记的通知。

41. The registration of transfers of shares or of any class of shares may be suspended and the Register closed at such times and for such periods as the Directors may from time to time determine, provided that it shall not be closed for more than thirty days in any year, or where the period for closing the Register is extended in respect of that year under s.99(2)(a) of the Ordinance, for more than that extended period.

董事会可随时决定从某时起暂时中止一段时间登记转让，但每年中止转让登记的日期总和不得超过30天，在中止转让登记的日期延长的，不得超过99（2）（a）规定的日期。

42. No fee shall be charged for registration of any instrument of transfer or other document relating to or affecting the title to any share. 不得对股份转让登记收费。

TRANSMISSION OF SHARES

43. In the case of the death of a member, the survivor, where the deceased was a joint holder, and the legal personal representatives of the deceased, where he was a sole holder, shall be the only persons recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which has been jointly held by him with other persons.

当一股东死亡，如果死亡股东是个联合持股人，公司应承认其他联合股东有权享有股份权益，如果死亡股东为单独持股人，则其法定个人代表有权享有股份权益；但不得适用本章程之规定去免除一死亡联合股东的与他和其他人所持股份相关的财产的任何义务。

44. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or

Adherence to any

shareholders’ agreement

Notice of refusal to register

Suspension and registration

No fee payable on registration

Transmission

Elections permitted

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suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.

凡因股东死亡或破产而取得股份所有权的人，一旦出示董事会随时正当要求出示的证据，可按以下规定，或自己登记作为股东，或提名让某人登记作为受让人，但这两种情况，董事会均有权按该股东死亡或破产前转让其股份时的情况一样，拒绝或中止登记。

45. If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member. 如取得所有权的人要自己登记作为股东，他必须向公司送达亲自签署的书面通知，说明他的选择。如果他选择让他人登记，他必须给他人制作一份股份转让书以证明他的选择。本章程上述所有有关转让权利和转让登记的限制、限定和规定均应适用于此种通知书或转让书，就像原股东未死亡或未破产而由该股东自己签署通知书或转让书一样。

46. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company. Provided always that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 days the Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with.

因股东之死亡或破产而取得股份者，有权取得与该死亡或破产之股东相同之股利及其它利益，但直至该人登记于股东名簿后，始得行使与股东会相关之权利。 由于董事会可随时向当事人发出通知，要求其在登记为股东或转让股份之间进行选择，而相关的通知如果在90天内没有被回复，董事会有权暂停股息、花红或其它股份收益的分配，直至上述通知被发回公司。

47. Any person to whom the right to any shares in the Company has been transmitted by operation of law shall, if the Directors refuse to register the transfer, be entitled to call on the Directors to furnish within 28 days a statement of the reasons for the refusal. 有权要求在28天内办理登记事宜。

CONVERSION OF SHARES INTO STOCK

48. The Company may by ordinary resolution convert any paid-up shares into stock, and re-convert any stock into paid-up shares of any denomination.

Conversion of stock by ordinary resolution Directors to give reason for non-registration Rights of

persons entitled by transmission Registration of persons entitled by transmission

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公司可经股东大会普通决议通过，将缴足股本的股票转变成证券以及将任何证券转变成任何种类的缴足股本的股票。

49. The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances admit. The Directors may from time to time fix the minimum amount of stock transferable but so that the minimum shall not exceed the nominal amount of the shares from which the stock arose.

根据转变成证券前股票的转让规则以及方式，或按情况按近似规则或方式，证券持有人可将全部或部分证券予以转让；但董事会可随时决定转让证券的最低数额，并限制或禁止把此数额分零转让，但最低数额不得超过转换成证券的股票的面额。

50. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings, participation in assets on a winding up and other matters, as if they held the shares from which the stock arose, but no such rights, privileges or advantages (except participation in dividends and profits and in the assets on a winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such rights, privileges or advantages. 证券持有人应按所持证券的数额，享有如同持有转换证券的股票的股东享有的有关红利分配、在公司会议上投票、以及就其他事项的权利和特权，但部分证券持有权不赋有此种特权或权益（除参与公司红利和利益的分配以及参与公司解散时的资产分配外），因为即使是部分股票持有权也不赋有此种特权或权益。

51. All the provisions of these Articles applicable to paid-up shares shall apply to stock, and the word \

凡适用于缴足股本股票的章程规则也应适用于证券，规则中的“股票”和“股东”两词应包括“证券”和“证券持有人”。

ALTERATION OF SHARES

Applicability of Articles Rights of stock holders

资本变更

52.

The Company may by ordinary resolution:

Alteration of ordinary resolution

经普通决议公司可随时： (a)

consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

将全部或部分股金合并或划分成数额大于现有股份的股份；

(b)

sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association subject to the provisions of the Ordinance; 将全部或部分股份划分成数额小于通知所规定的股份；

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(c)

cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

取消在决议通过之日尚未被人认领或同意认领的股份，或已经被没收的股份，并通过取消股份而减少公司的股本数额。

53. The Company may by ordinary resolution increase its share capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe.

公司可通过普通决议将股本增加到等同于决议所规定的股额和股数的数额； 54. Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the company) and distribute the net proceeds of sale in due proportion among those members, and the directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale

REDUCTION OF CAPITAL

55. Subject to the provisions of the Ordinance, the Company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorised, and consent, required by law. 根据公司条例规定，经特别决议，公司可用任何方式和因为或根据法律所核准、同意和规定的任何附带条件而裁减股本，偿还资本准备基金或股份溢价账户。

PURCHASE OF OWN SHARES

56. Subject to the provisions of the Ordinance, the Company may purchase its own shares (including any redeemable shares) and, if it is a private company make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares.

依据公司法例的规定，公司可以回购自己的股份。在私人公司赎回股份或者购买自己公司股份的情况，可以用公司可分配利润或者发行新股收益支付。

ALLOTMENT OF SHARES

57. The Directors shall not exercise any power conferred on them to allot shares in the Company without the prior approval of the Company in general meeting where such approval is required by the Ordinance and otherwise than in accordance with any agreement then existing between the members relating to their relationship as members of the Company. 董事会有权有关分配公司股份，但如果公司法例要求上述决议事先经过经股东大会的批准的，应经过股东大会批准，否则适用股东之间有关的协议。

Increase in Capital

Fractions arising

Reduction of capital

Power to

purchase own shares

Allotment of Shares

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MEETINGS OF MEMBERS: CONVENING OF GENERAL MEETINGS

股东大会

58. The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice convening it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next. The annual general meeting shall be held at such time and place as the Directors shall appoint.

除年内举行的任何其他会议外，每间公司每年另须举行一次大会，作为其周年大会，并须在召开大会的通知书中指明该会议为周年大会；公司举行周年大会的日期，与另一次周年大会相隔的时间不得多于15个月。公司年会召开的时间和地点有董事会决定。

59. All general meetings other than annual general meetings shall be called extraordinary general meetings.

年会以外的所有股东大会均应称为临时股东大会。

60. The Directors may call an extraordinary general meeting whenever it thinks fit, and, on the requisition of members in accordance with the Ordinance, it shall forthwith convene an extraordinary general meeting. If at any time there are not in Hong Kong sufficient Directors capable of acting to form a quorum, any Director or any two members may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

董事会可根据公司条例的规定下股东要求或在其认为需要的时候，提请召开临时股东大会。如果在香港没有达到法定人数的董事，那么任何董事或者两个以上成员可以相同的方式提请临时股东大会。

NOTICE OF GENERAL MEETINGS

61. An annual general meeting or a meeting convened to pass a special resolution shall be called by twenty-one clear days' notice at the least and all other meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if it is so agreed in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat. The notice shall be given in manner provided by these Articles to such members as are, under the provisions of these Articles, entitled to receive notices from the Company.

根据公司条例的规定，公司股东大会以及有关特别决议，至少应提前21天，其它会议提前14天，（通知送出或认为送出之日除外，但包括通知送达之日）向有权从公司得到此种通知的人士发放通知，说明开会地点、日期和时间，如果是有关特别议题，还应说明议题的大概性质。

62. Every notice of meeting shall specify the place, the day and the hour of meeting, and, in the case of special business, the general nature of such business. Every notice convening an annual general meeting shall specify the meeting as such and every notice convening a meeting to pass a special or extraordinary resolution shall also specify the intention to propose the resolution as a special or extraordinary resolution, as the case may be. Every

Content of notice

Length of Notice Calling

Extraordinary General Meetings Types of general meetings Convening general meetings

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留任董事可以继续履行董事会职责，但如果或只要董事人数减少到公司章程所规定的必要的法定人数以下，留任董事除履行增加董事到法定数目或召开公司股东大会的职责外，不得履行其他职责。

126. All acts done by any meeting of the Directors, or of a committee or sub-committee of the Directors, or by any person acting as a Director or by an alternate Director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any Director, alternate Director or person acting as aforesaid, or that they or any of them were disqualified, or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified and had continued to be a Director or, as the case may be, an alternate Director and had been entitled to vote.

董事会或董事委员会的会议或董事委员会的下属委员会或任何代理董事职权的人（包括替代董事）的任何行为均应视为有效，如同所有都经正式任命且具有董事资格一样，在替代董事的情况下，也视为其被授予投票权，尽管可能事后发现董事或上述代理董事的任命存在瑕疵，或董事会或某些董事存在不称职，或者上述董事已被免职或未被赋予投票权。

MINUTES

127.

The Directors shall cause minutes to be made in books provided for the purpose:

Minutes Validity of acts of Directors

董事会应叫人记录： (a)

of all appointments of officers made by the Directors;

董事会有关公司管理人员的任命决议

(b)

of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

出席公司所有会议和董事会会议的董事的姓名

(c)

of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of the Directors.

所有公司会议、董事会和董事会下属委员会上通过的决议和议事进程的记录

Any such minutes, if purporting to be signed by the chairman of the meeting to which they relate or of the meeting at which they are read, shall be sufficient evidence without any further proof of the facts therein stated.

此种记录应由进行议程会议的主席签字，该签字可作为有效性的充分证据，无须其它事实证明记录事实的真实性。

DISQUALIFICATION OF DIRECTORS

免去董事职务

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128. The office of a Director shall be vacated if:

Disqualification as a Director

如果董事出现以下情况，应当免去董事职务： (a)

he ceases to be a Director by virtue of any provision of the Ordinance or he becomes prohibited by law from being a Director; or

根据 《 公司法例》或其它法律规定终止，不适合再作为董事

(b) he becomes bankrupt or 出现破产或

(c) makes any arrangement or composition with his creditors generally; or 与他的债权人签订了任何协议或和解协议

(d) he is, or may be, suffering from mental disorder; or 精神失常

(e) he resigns his office by notice in writing to the Company; or 向公司递交辞呈

(f)

he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated; or

未经董事会同意 6 个月以上未参加该期间举行的董事会会议；

(g) he is removed in accordance with Article 91; or 根据本章程第89条被免职

(h)

he is requested to resign in writing by not less than three quarters of the other Directors. In calculating the number of Directors who are required to make such a request to the Director, (i) an alternate Director appointed by him acting in his capacity as such shall be excluded; and (ii) a Director and any alternate Director appointed by him and acting in his capacity as such shall constitute a single Director for this purpose, so that the signature of either shall be sufficient.”

董事会3/4以上其它董事要求其辞职的。在此情况下，其它董事的计算标准：1.由其任命的替代董事不计入内；2.由其任命的代其行使董事职权的其它董事和替代董事，应视为一个董事，因此任何一个签名即足够。

129. No Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, or from being interested whether directly or indirectly in any contract or arrangement entered into by or on behalf of the Company. No such contract or arrangement in which any Director shall be so interested shall be avoided, nor shall any Director so contracting, or being so interested, be liable to account to the Company for any profit realised by him from such contract or arrangement by reason of such

No disquali-fication from interest in contact with Company

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Director holding that office or the fiduciary relationship thereby established. A Director so interested in any contract or arrangement shall declare the nature of his interest in accordance with the provisions of the Ordinance.

董事不会因为与公司订立买卖合约或其它合约而丧失出任董事的资格。亦无须避免以公司代表身份订立合约，纵使订立该等合约可能牵涉董事利益，董事无须向公司交代从订立合约中所得到的利润，或所建立的信托关系。不过，有关董事须要在决定合约的董事会议上，披露存在的利害关系。

SECRETARY

130. Subject to the Ordinance, the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by the Directors.

根据《公司法例》规定，书记应由董事会任命，其期限、报酬应按董事们认为恰当的条件决定；如此被任命的任何书记可由董事会予以撤换。

Appointment of Secretary

131. A provision of the Ordinance or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

如果公司法例要求由董事和秘书共同完成的事项，如果签名人兼任公司董事和秘书的，改签名视为不符合法律规定。

THE SEALS 印鉴

132. The Directors shall provide for the safe custody of every Seal which shall not be affixed to any instrument except by the authority of a resolution of the Directors or of a committee of the Directors and, subject to the provisions of this Article, every instrument to which a Seal shall be affixed shall be signed by at least two Directors or by one Director and the Secretary or some other person appointed by the Directors for the purpose.

董事会必须妥善保管印章，只有董事会或由董事会授权代表董事会的董事委员会才有权使用印章，凡加盖印章的文件必须由一名董事签署，并由书记或另一名董事或由董事会指定的有关的其他人副署。

133. The Company may exercise the powers conferred by Section 35 of the Ordinance with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.

公司可以依据公司法条例第35章的规定，制备用于海外的印鉴，使用该权利应专属于董事会。

INSPECTION

Secretary not Director

Seals

Official seal for use overseas

Inspection

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134. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statue or authorised by the Directors or by the Company in general meeting.

董事会可以时不时决定是否和在何种程度，什么时间和地方，按什么条件或规则将公司账册和其他记录或其任何部分向非董事成员公开，任何股东（非董事）均无权检查公司账目或账簿或文件，除非由法规或董事会或公司股东大会授权。

ACCOUNTING RECORDS, BOOKS AND REGISTERS

135. The Directors shall cause proper books of account to be kept and such other books and registers as are necessary to comply with the provisions of the Ordinance. 董事会应按 《公司法例》 的规定制定和保存必要的会计账册和其他记录。

136. The accounting records shall be kept at the Office or (subject to the provisions of the Ordinance) at such other place as the Directors thinks fit, and shall at all times be open to inspection by the officers of the Company. No member (other than an officer of the Company) shall have any right of inspecting any account or book or document of the Company, except as conferred by the Ordinance or authorised by the Directors or by an ordinary resolution of the Company.

会计账簿应保存在公司办公室或者董事会认为合适的地方，并应随时随地向公司管理人员开放。任何股东（非公司管理人员）均无权检查公司账目或账簿或文件，除非有法规或董事会或公司股东大会授权。

137. The Directors shall in accordance with the Ordinance cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Ordinance.

董事会应依据公司法例规定，在公司股东大会前制备盈亏报告、资产负债表、分类账户和相关报告。

138. A printed copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting and of the Directors' and auditors' reports shall, at least twenty-one days before the date of the meeting, be delivered or sent by post to every member and to every debenture holder of the Company of whose address the Company is aware, or, in the case of joint holders of any share or debenture, to one of the joint holders.

有关会计报告应在股东大会召开前21天提交给股东，债券持有人。如果债券持有人是共有的，则通知其中一人。

AUDIT

139. Auditors of the Company shall be appointed and their duties regulated in accordance with the Ordinance.

审计人员应依据公司法例的规定任命。

Auditors Delivery of accounts Laying of accounts Inspections of accounts Keeping of

accounts, books, registers etc.

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DIVIDENDS AND RESERVES

140. Subject to the provisions of the Ordinance, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.

根据公司法例和公司章程规定，公司可在股东大会上宣布股息，任何股息都不得超过董事会所建议的数额。

Declaration of dividends

141. All dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid; but no amount paid or credited as paid on a share in advance of the date upon which a call is payable shall be treated for the purposes of this Article or the next following Article as paid on the share. All dividends shall be apportioned and paid pro rata according to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividend as from a particular date or be entitled to dividends declared after a particular date, such share shall rank for or be entitled to dividend accordingly.

在符合其它人对股息所享有特别之权利（如果有）之限度范围内，应依据针对应配发股利之股份所付清之金额，宣告并支付股利；就任何尚未完全付款之股票类别，应依据该类别股票之已付金额，宣告并支付股利；但就本公司尚未收到任何款项之股票类别，得依股份总额宣布及支付所有股息，任何预先分派予股份之金额，当附有利息时，在本条之规范目的下，不得被视为分派予股份。股利得依据在股利发放之相关期间内就该等股份所支付之款项，按比例决定并支付之。

142. Any general meeting declaring a dividend may upon the recommendation of the Directors, direct payment or satisfaction of such dividend wholly or partly by the distribution of specific assets and in particular of fully paid shares or debentures of any other Company, and the Directors shall give effect to such direction. Where any difficulty arises in regard to such distribution, the Directors may settle it as they think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payment shall be made to any members upon the footing of the value so fixed in order to adjust the rights of those entitled to participate in the dividend, and may vest any such specific assets in trustees, upon trust for the members entitled to the dividend, as may seem expedient to the Directors.

凡宣布股息或红利分配的股东大会都可作出决议，全部或部分用特定的资产和具体用缴足股本的股票、任何其他公司的债券或债券股，或其他任何一种或多种方式进行股息或红利的分配，董事会应实施此种决议，一旦分配遇到困难，董事会可用其认为恰当的方式予以解决，并确认用于分配的全部特定资产或其任何部分的价值，且可按所确认的价值确定分配给股东的现金，由此调整所有当事各方的权利，董事会还可将此种特定资产委托给其认为恰当的人托管。

143. The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company, and the Directors may also pay the fixed dividend payable on any shares of the Company with preferential rights half-yearly or otherwise on fixed dates whenever such profits in the opinion of the Directors justify that course.

董事会可随时向股东发放董事会认为按公司盈利应当发放的临时股息，

Apportion-

ment of dividends

Dividends in specie

Payment of

interim dividend

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144. No dividend or other moneys payable in respect of a share shall bear interest against the Company.

Interest not payable

所有股息均不能向公司索取利息。

145. All dividends unclaimed for a period of twelve years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company.

Forfeiture of unclaimed dividend

对於股息公布后12年内没有人领取的股息,经董事会决议，可以没收该股息为公司所用。

146. Any dividend, bonus, interest or other moneys payable in respect of shares may be Procedure for paid by cheque or warrant sent through the post to the address in the Register of the member payment to holders and or person entitled thereto, and in case of joint holders to any one of such joint holders, or to others earnings such person and to such other address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the member's risk, and payment of the cheque or warrant shall be a good discharge to the Company. If several persons are entered in the Register as joint holders of any share, any one of them may give effectual receipts for any moneys payable in respect of the share.

任何股息、利息或其他与股份有关的应用现金支付的款额均可通过邮局用支票或付款单支付，写明股东或其授权收款人的挂号邮件地址，如遇联合股东情况，用股东名册上排名第一的联合股东的挂号地址，或用股东或联合股东书面指定的某人和某个地址。所有支票和付款单的应付抬头人都必须是收单人。联合股东尽管是两人或多人共同持股，但其中一人便可接受任何股息、红利或其他有关股份所支付的款项。 147. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending any such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the Company) as the Directors may from time to time think fit. The Directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.

在建议分红之前，董事会可从公司盈利中留存一笔其认为恰当的款项作为储备金，董事会可自由酌处将此笔款项用于公司盈利可以正当使用的任何目的，且在如此使用之前，同样可经自由酌处将其用于公司的事务或用于董事会随时认为恰当的投资（不是购买公司股份）。董事会也可扣减任何其认为不应分配的股息而不必将它置人储备金。

CAPITALISATION OF PROFITS

Reserves

盈余转增资

148. The Company in general meeting may upon the recommendation of the Directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have

Capitalisation of profits

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been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the Directors shall give effect to such resolution. Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this Article, only be applied in the paying up of unissued shares to be allotted to members of the Company as fully paid bonus shares.

经董事会建议，公司股东大会可以作出决议，将公司提留作为储备金及用于调整亏盈账户或其他本可用做分配的资金款项的任何部分作为资本，同样可决定将此种款项留存用于分配给原本有权按同样比例分到红利的股东，条件是不支付现金，或者用其抵冲股东所持股份中未缴付的股款，不然则用其支付公司即将按上述比例分配和发行给这些股东的缴足股款的股票或债券的股款，或部分用于这方面，部分用于另一方面，董事会应当负责作出此种决议。按本章程规定，股份溢价账户和偿还资本准备金只能在将未发行的股票作为缴足股款的分红股发给公司股东时动用来支付股款。

149. Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully-paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

不论何时通过此种决议，董事会都应负责做好作为资本的未分配利润的调拨和使用工作，做好所有缴足股本的股票或债券（如果有）的分配和发行，做好实施决议的一切工作，如果股票或债券可零星分配，董事会可全权作出发行零星股权证或用现金支付或其他他们认为恰当的决定，同时可授权任何人代表有权得到分配的全体股东与公司签订协议，一旦资本转换，由公司向股东分别分配缴足股本的股票或债券，或视情况要求，按转换成资本的红利的比例，由公司代表他们缴纳他们现持股份中为缴足的全部或部分股款，由此授权达成的协议应为有效，对所有此种股东均有拘束力。

NOTICES 通知

150. Any notice to be given to or by any person pursuant to these Articles, except a notice calling a meeting of the Directors or a committee of the Directors, shall be in writing which includes, without limitation, telex, facsimile and electronic mail and any other visible substitute for writing. A notice may be partly in one form and partly in another.

When notice required to be in writing Apportion-ment and application of undivided profits

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根据本章程，除召开董事会或董事委员会外，任何通知都应采取书面形式，具体包括但不限于电报、传真、电子邮件以及其它可替代书面形式。通知可以部分采用一种形式，而另一部分采用其它形式。 151.

The Company may give any notice to a member:

Method of

giving notice to member

文件送达应采纳以下方式： (a)

personally; or 当面递交

(b)

by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address; or

通过邮递，或预付邮资邮件等方式，对股东送达于股东名簿所登载之地址，或该股东所登记之地址

(c)

by sending it by telex, facsimile or electronic mail to a number or address supplied to the Company by the member for that purpose.

送达于股东在股东登记薄上留下的传真号和电子邮箱地址

In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.

如数人共有之股份，公司通知应寄送于股东名簿登记为首之股东，该寄送应视为公司已对所有共同股份通知。

152. A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called. 股东本人或其代理人出席会议的，应视为已经收到通知。

153. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been duly given to a person from whom he derives his title.

任何获得股权的人，无论其是否已经被登记在股东名册，都受相关通知的约束。 154. This article applies to any notice to be given to or by any person pursuant to these Articles, including without limitation a notice under Article 91 or 114. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice sent by post shall be deemed given:

以下适用于所有所有通知。如果通过邮件、或者预付邮资方式通过，则被视为已经送达： (a)

if sent by first class post from an address in Hong Kong to another address in Hong Kong, on the day following that on which the envelope containing it was posted;

Deemed receipt of notice

Transferees etc. bound by prior notice

When notice by post deemed given

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从香港邮寄至香港的地址，如果邮寄通知，只要写好地址，预交邮费，并将会议通知寄出，则应视为在邮寄的第二天通知送达

(b)

if sent by the equivalent of first class post from an address in another country to another address in that country, on the day following that on which the envelope containing it was posted;

如果以第一等级方式邮寄，从一个国家至另一个国家，在通知被发出后第二天视为送达

(c)

if sent by airmail from an address in Hong Kong to an address outside Hong Kong, or to an address in Hong Kong from an address outside Hong Kong, on the fifth day following that on which the envelope containing it was posted; and

如果从香港往其他国家和地区，或者从其它国家和地区往香港发送通知，则从通知被邮寄后第15天视为送达；

(d)

in any other case, on the seventh day following that on which the envelope containing it was posted.

在其它情况下，通知被交付邮寄后第7天被视为送达

155. This article applies to any notice to be given to or by any person pursuant to these Articles, including without limitation a notice under Article 91 or 114. A notice sent by telex, facsimile or electronic mail transmission to a member to a number or address supplied to the Company by the member for that purpose shall be deemed given twelve hours after the time of despatch or at such earlier time as receipt is acknowledged. A notice left at the registered address of a member shall be deemed given when delivered.

以电报、传真或者电邮方式发送通知的，应自通知发出后12小时或者自接收人接收到通知之时其视为送达。通知被留置在股东登记住所地的被视为送达。

156. A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description at the address, if any, within Hong Kong supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

向因股东死亡或破产而有权持有其股份的人递送通知时，公司可按姓名邮寄预先准备好的信件，或以死者代理人或破产资产管理人的抬头，或以诸如此类的抬头，将通知送交由声称有权得到通知的人所提供的在新加坡的地址，或，如果还没有提供此种地址，可按如果没有发生死亡或破产而应使用的任何送达通知的方式予以送达。

WINDING UP 停业

157. If the Company shall be wound up the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Ordinance, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether

Winding up Notice to

persons entitled by transmission When other notices deemed given

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they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deemed fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.

如果公司停业，经公司专门决议通过，财产清算人可将公司全部或部分资产按实物分给股东，不论资产是否构成同一类实物，只要清算人认为适当，他可就上述所分配的任何资产进行估价，并可决定如何在股东或不同种类的股东之中进行分配。经同样许可，财产清算人可以将全部或任何部分资产交受托人，只要清算人认为此种委托恰当且对分配有益，但不得强迫任何股东接受任何附有义务的股份或其他证券。

INDEMNITY 赔偿

158. The Directors, alternate Directors, Secretary, managers and other officers of the Company shall be indemnified out of its assets against all liability incurred by them as such in defending any proceedings, whether civil or criminal, in respect of alleged negligence, default, breach of duty or breach of trust, in which judgment is given in their favour, or in which they are acquitted or in connection with any application under the Ordinance in which relief is granted to them by the Court.

凡董事、替代董事、秘书、经理和其他公司现任官员参与诉讼，不论是民事诉讼或是刑事诉讼，如果胜诉，或被开释，或法庭援引 《 公司法 》 规定，免除他就任何疏忽、违约、失职或背信的责任，因辩护而发生的任何债务应从公司财产中予以赔偿。

Indemnity

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