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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notice of meeting shall state with reasonable prominence that a member entitled to attend and vote is entitled to appoint a proxy to attend and on a poll to vote thereat instead of him and that a proxy need not be a member.

每次会议通知应明确会议召开的地点、日期和时间，如果是针对某一特定事务时还需说明该特定事务的概况。每次公司股东大会年会的会议须在召开大会的通知书中指明该会议为周年大会；每个为通过特别决议而召开的会议须在召开大会的通知书中指明该会议的决议将作为特别决议。每一个会议的通知应当以合理的方式指明凡有权出席大会并于会上投票的股东均有权委任一名代表出席大会，并在投票表决时代其投票。 63. The accidental omission to give notice of any meeting, or to send a form of proxy with a notice where required by these Articles, to any person entitled to receive the same, or the non-receipt of a notice of meeting or form of proxy by such a person, shall not invalidate the proceedings at the meeting.

因偶然意外的原因，而没有送会议通知书给某些股东，或没有收到股东接到通知书的回执，而这些人依据章程规定是应该收到通知书的，这些意外不能使会议进程无效。 64. Where for any purpose an ordinary resolution of the Company is required, a special or extraordinary resolution shall also be effective. Where for any purpose an extraordinary resolution is required a special resolution shall also be effective.

如果要求普通决议的事项，有关的特殊决议和特别决议同样有效。如果要求特殊决议（extradinary resolution）的事项，那么特别决议(special resoltion)同样有效。

PROCEEDINGS AT GENERAL MEETINGS

65. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting with the exception of sanctioning or declaring dividends, the consideration of the accounts and balance sheet, the reports of the Directors and Auditors and any other documents required to be annexed to the balance sheet and the appointment or re-appointment of, and the fixing of the remuneration of, the auditors, the election of Directors in the place of those retiring and the renewal, limitation, extension, variation or grant of any authority of or to the Directors, pursuant to the Ordinance, to allot shares.

特别事务是指在特别大会上所处理的一切事务；及在周年大会上所处理的一切事务，但不包括宣布股息，审议账目及董事与核数师的报告书，选举董事接替卸任董事，委任核数师及厘定其酬金等。

Special and Ordinary Business Effectiveness of special and extraordinary resolutions Accidental

Omission to give notice

66. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Two members present in person or by proxy and entitled to vote shall be a quorum for all purposes. A corporation being a member shall be deemed to be personally present for the purpose of this Article if represented by its representative duly authorised in accordance with Article 82.

在大会讨论议题时，如出席大会的股东未达到法定人数，股东大会不能处理任何议题。两名股东或其代理人亲自到场即构成法定人数。按本章程80条规定，在“股东”是公司的情况时，经其合法授权的人的出席被视为亲自出席。

67. If a quorum is not present within one hour from the time appointed for a general meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place; if a quorum is again not present, then at such adjourned meeting the member or

Quorum

If quorum not present

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members present shall form a quorum and business transacted with members present shall be deemed to constitute business transacted at a meeting and a resolution shall be valid if passed by a majority vote irrespective of which member or members vote in favour of its being passed (provided that this shall only be the case for the purpose of the transaction of the business specified in the agenda contained in the notice of the meeting).

如在开会时间过后一小时内出席会议的人仍达不到法定人数，会议应延期到下周同一天同一时间同一地点召开；如果届时出席会议的人仍达不到法定人数，那么出席会议的人可以形成有效的会议，并就公司交易事宜作出有效决议（会议决议事项应是已经列入会议日程的事项）。

68. The chairman of the Directors shall preside as chairman at every general meeting of the Company. If there is no such chairman, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting or is willing to act as chairman of the meeting or is absent from Hong Kong or has given notice to the Company of his intention not to attend the meeting, the Directors present shall choose one of themselves or if no Director is present or is willing to take the chair, the members present shall elect one of themselves to be chairman of the meeting.

董事会如有董事长，应由他作为主席主持每次的公司股东大会，如果没有董事长，或如果开会时间过后15分钟内他没有出席会议或他不愿主持会议，或者其本人不在香港，或向公司表明其不愿出席会议，出席会议的股东应推选他们当中的一员作为会议主席。如果没有董事出席，或者没有董事愿意主持会议，则出席会议的股东应推选他们当中的一员作为会议主席。

69. The chairman of a meeting, with the consent of any meeting, at which a quorum is present may (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting except business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid, it shall not otherwise be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

70. 经达到法定人数大会的批准主席可以，如经大会指示主席应该，随时随地中止会议，但除了上次会议遗留未决的议题外，延期大会不得处理任何议题。如果大会延期长达30天或以上，如同初次开会一样必须送发延期会议通知。除上述规定外，不必因延期会议或因在延期会议上处理的事务而送发通知。

71. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded:

凡交股东大会表决的决议均应通过举手表决予以决定，除非（在宣布举手表决结果之前或刚宣布结果后）要求进行不记名投票： (a)

by the chairman of the meeting; or 由主席要求投票表决

(b)

by at least two members present in person or by proxy and entitled to vote; or

Vote to show by hands unless poll demanded Adjourned meeting Chairman

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由最少2名亲自或代理出席大会的股东要求投票表决；

(c)

by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

由占出席会议具有投票权的股东的总投票权10%或以上亲自或代理出席大会的股东或股东们要求投票表决；或

(d)

by a member or members present in person or by proxy holding shares in the Company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

由出席大会且持有公司附有投票权股票，所交付股款总数不少于所有附有投票权股票股款10%的股东或股东们要求投票表决。

72. Unless a poll be so demanded, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.

除非由此要求投票表决，否则将由大会主席宣布一决议经举手表决一致或多数通过，或被否决，并将结果记录在公司股东大会会议记录册中，作为确证，而赞成或反对决议的人数或比例则不用说明。投票表决要求可以撤回。

73. If a poll is duly demanded, it shall be taken in such manner as the chairman of the meeting may direct. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

如果正式要求投票，那么投票应按大会主席决定的方式进行。投票结果应作为要求投票表决那次大会的决议。

74. A poll demanded on the election of the chairman of a meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as the chairman of the meeting directs, but in any case not more than twenty-eight days after the meeting at which the poll was demanded. Any business other than that upon which a poll has been demanded may be proceeded with pending the completion of the poll. The demand for a poll may be withdrawn at any time before the conclusion of the meeting; but, if a demand is withdrawn, the chairman of the meeting or other members entitled may himself or themselves demand a poll.

要求选举大会主席或要求休会的投票则应立即进行。有关其它议题的投票请求，应由大会主席决定投票的时间和地点，但投票应在要求提出后28天进行。除非要表决的事项事先已经明确提出要求，否则应予以中止。投票表决要求可以撤回，如果要求被撤回的，那么大会主席或其它股东可以自己名义提出投票表决要求。

75. Notwithstanding anything to the contrary in these Articles and in the Ordinance, a resolution in writing signed by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the

Written members’ resolution Taking and Withdrawal of poll

Poll demanded Declaration of results

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purposes of these Articles and the Ordinance, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a special resolution so passed.

根据公司法条例和公司章程，一份由所有股东或被所有股东授权接收通知和在股东大会上投票的人签署的书面决议,其效用及有效性与正式召开大会通过的决议一样.

76. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date.

此类决议应自最后一个签名之日起生效，如果决议指定特定日期为签名之日的，那么签名被视为在那天实施。

77. This Article shall not be construed as requiring that persons signing a resolution under this Article shall sign the same document containing the resolution; but where two or more documents are used for the purpose of obtaining signatures under this Article in respect of any resolution, each such document shall be certified in advance by the Secretary of the Company to contain the correct version of the proposed resolution.

本条款不应被解释为要求人们在签署决议时应签署包含该决议的文件；但如果根据本章程的规定，有关决议需要两个或更多文件来获得签章时，每一个文件都应事先警告公司秘书处的认证，以便将决议调整成合适的版本。

VOTES OF MEMBERS

78. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder.

根据目前某类或某些种类股票所附的权利或限制规定，在举手表决时，凡出席会议的股东有一表决权，在投票表决时，每个股东就其所持的每一份股投一张票。 79.

On a poll votes may be given either personally or by proxy.

Votes given

personally or by proxy Right to vote Certificates of member resolutions Effective Date of written members’ resolution

在投票表决时，可以通过股东本人或其代理人进行。

80. On a poll a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.

在投票表决时，拥有投票权的股东无须使用其所有的投票权，或者将其投票权用同一方式使用。

81. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register.

如果是联合股东，排列第一的联合股东所投的票，不论是亲自或由人代理，应被接受而排除其他联合股东的投票；投票顺序应按股东名册的登记顺序而定。

Right to more than one vote

Voters of joint holders

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82. Any corporation which is a member may, by resolution of its Directors or other governing body, authorise such person as it thinks fit to act as its representative at any general meeting of the Company or of any class of members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member.

如果股东是公司，那么该公司可以授权其认为合适的人代表其参加任会议，并且该代理人应被授予公司相同的权利，就像公司是作为一个个人的情况。

83. A member of unsound mind, in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.

精神不健康或其人身或财产应根据有关精神失常的法律予以处理的股东，在举手或投票表决时，可由其监护人、收养人、财产保佐人或对其财产具有合法管理权的其他人投票，此种监护人或其他人可由代理人或律师代理投票。

84. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid. 在未缴清所催缴的股款或其他目前应付公司的与股份有关的款项之前，任何股东在任何股东大会上均无投票权。

85. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

在未缴清所催缴的股款或其他目前应付公司的与股份有关的款项之前，任何股东在任何股东大会上均无投票权。

86. Proxy forms shall be sent by the Company to all persons entitled to notice of and to attend and vote at any meeting. The instrument of proxy shall be in writing under the hand of the appointor or his attorney, or, if such appointor be a corporation, under its Seal, or the hand of a duly authorised officer or attorney. A proxy need not be a member.

公司应向所有有权出席会议投票和通知的人寄送委任表格。代表委任书应由委托人或其律师手写，如果委托人是公司，那么应盖上公司的印章，或公司授权的管理人员或者律师的手写签名。受委代表毋须是股东。

87. Instruments of proxy shall be in any usual form or in any other form which the Directors may approve. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

委托代理文书应用董事会认可的普通或通常格式。委托代理文书应被视为授权代理人参加投票表决。。

Corporation acting by

represent-atives at meeting

Vote of

members with unsound mind

Calls in arrears

Objection to voting

Appointment of a proxy

Form of proxy

Delivery of form of proxy

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88. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may:

代理委托表格和授权书，以及相关公证文件可以：

(a)

be left at or sent by post or facsimile transmission to the Office or at such other place within Hong Kong as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

通过邮件、传真的形式发送给公司或者会议通知书中专门规定的位于香港的某个地方，或者在会议召开前公司为召开会议和延迟会议发出的代理委托书中指明的地方；

(b)

in the case of a poll taken more than 48 hours after it is demanded, be left at or sent by post or facsimile transmission to the or at such other place within Hong Kong as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting after the poll has been demanded and before the time appointed for the taking of the poll; or

倘投票表决不立即采取且投票在48小时后，应留在或通过邮件、传真的形式发送给公司或者通知指明的位于香港的会议地，或者在投票表决要求被提出后公司为召开会议发出的代理委托书中指明的地方；

(c)

where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any Director;

倘投票表决不立即采取，但表决时间在48小时内，此时应递交至要求投票表决的会议主席或秘书或任何董事;

and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.

如不送达或提交，代理委托书视为无效。

89. A vote given in accordance with the terms of an instrument of proxy shall be valid, Revocation of notwithstanding the previous death or incapacity of the principal, or revocation of the authority instrument of proxy or of the authority under which the instrument of proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, incapacity, revocation or transfer shall have been received by the Company at the Office (or other place referred to in the preceding Article) before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used. 尽管投票前委托人死亡或精神错乱或文书或制作文书的授权被撤销，或文书有关的股份被转让，如果在文书所使用的大会或延期大会召开前，公司注册登记处尚未接到有关上述此种死亡、精神错乱、撤销、或转让的书面通知，按照委托代理或授权委托文书条款规定而进行的投票应视为有效。

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90. An instrument appointing a proxy shall be deemed to include the right to demand, or join in demanding, a poll. The instrument of proxy shall also be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates. Deposit of an instrument of proxy does not preclude a member from attending and voting at the meeting to which it relates or any adjournment of that meeting.

委托代理文书应被视为授权要求或附议要求投票表决之正式文件。委托代理文书也应被视为授权代理人对任何决议修正案进行投票的权利。除非有相反证明，委托代理文书对延期的会议同样有效，就像其对原来的会议一样。委托人参加会议并进行投票的权利不因交存委托代理文书而排除。

Validity of form of proxy

NUMBER, APPOINTMENT AND REMOVAL OF DIRECTORS

91. Unless otherwise determined by special resolution, the number of Directors (other than alternate Directors) shall not be less than two but shall not be more than five in number. 除非有其它特别规定，公司董事不超过5人。

92. The members may at any time and from time to time be entitled to appoint any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, and remove any Director appointed by it from office.

股东有权在任何时候，且随时，任命董事，以填补正常空缺或作为新添董事，也有权解除现任董事的职务。

Entitlement to appoint/remove Number of Directors

93. Any appointment or removal of a Director under Article 92 shall be by notice to each other member and the Company executed by or on behalf of the appointor and shall take effect on receipt of such notice by each other member and the Company (or on such later date (if any) specified in the notice). The notice shall:

任何依据第92条任命或者撤销公司董事的决定应通知公司每个股东和公司，并在每个股东和公司收到相关通知时生效： (a)

if in hard copy form, be delivered personally to the secretary or to a director other than the director being appointed or removed; or 如果是以复印件形式，应递交给公司秘书或其它董事

(b)

if in hard copy form or if in electronic form, be sent to such address (if any) for the time being specified by or on behalf of the company for that purpose or, in default of such specification, to the office.

如果是以复印件或者电子文档形式，应发送到当时指定地，或者公司为此目的而指定的地址，或者在没有特别要求时，送到公司办公室。

94. The Directors shall have power to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. The continuing Directors may act notwithstanding any vacancies in their number, but, if the number of Directors is reduced below any minimum number fixed by or in accordance with these Articles, the continuing

Method of appointment and removal

Causal vacancy

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Directors may act for the purpose of filling up vacancies in their number or of calling a general meeting of the Company, but not for any other purpose.

董事会有权在任何时候，且随时，任命董事，以填补正常空缺或作为新添董事。留任董事也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。

REMUNERATION OF DIRECTORS

95. The remuneration of Directors shall from time to time be determined by the Remuner-ation Company in general meeting. Such remuneration shall be deemed to accrue from day to day. of Directors 董事的报酬应随时由公司股东大会决定。该报酬应被视为每天在自然增长。

DIRECTORS’ EXPENSES

96. The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company.

董事还可因往返参加董事会会议或董事委员会会议或公司股东大会或参与公司有关的事务所发生的旅费、住宿费以及其他正常费用而得到补偿。

POWERS OF DIRECTORS

97. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Ordinance or by these Articles, required to be exercised by the Company in general meetings subject, nevertheless, to any of these Articles, to the provisions of the Ordinance and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

公司事务应由董事会管理，董事会应当支付公司创立和注册登记而发生的所有费用，并可行使按 《 公司法例 》 和本章程规定不由股东大会行使的公司权力，但不得与 《 公司法例 》 的规定和公司股东大会按上述章程和规定制定的条例相悖；公司股东大会所制定的任何条例均不得使董事会先前所制定规定失效。

98. The Directors may delegate any of their powers to any committee consisting of one or more Directors. The Directors may also delegate to any Director holding any executive office such of their powers as the Directors consider desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate all or any of the powers delegated to one or more Directors (whether or not acting as a committee) or to any employee or agent of the Company. Any such delegation may be made subject to such conditions as the Directors may specify, and may be revoked or altered. The Directors may co-opt persons other than Directors on to any such committee. Such co-opted persons may enjoy voting rights in the committee. The co-opted members shall be less than one-half of the total membership of the committee and a resolution of any committee shall be effective only if a

Committees of the Directors Powers of Directors Directors’ expenses

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majority of the members present are Directors. Subject to any conditions imposed by the Directors, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of Directors so far as they are capable of applying. 董事会可将其任何权力授予其认为恰当的由董事所组成的委员会；董事会也可将其任何权力授予其认为恰当的董事。在没有相反规定的情况下，上述授权应视为包含选择再代理人的权利。上述授权的前提是董事会应明确其有权随时限制、撤销和变更该委托。董事可增选董事以外的其他人进入该委员会。在该委员会中，被选中的非董事成员享有投票权，其人数应不超过委员会人数的一半，上述委员会的决议只有在出席会议的委员中董事占多数的情况下方才有效。根据董事设定的条件，任何有2个或2个以上会员组成的委员会的议事程序应适用本章程的相关规定。

99. The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

董事会可随时通过授权书或其它方式任命他人，根据其认为恰当的条件担任公司的代理人，包括授权其行使全部或部分董事的权利。

100. The Directors may appoint any person to any office or employment having a designation or title including the word \existing office or employment with the Company and may terminate any such appointment or the use of any such designation or title. The inclusion of the word \in the designation or title of any such office or employment shall not imply that the holder is a Director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a Director of the Company for any of the purposes of these Articles. 董事可以任命任何人或雇员担任某种职务，并可授权其使用包含“董事”的头衔，或者将这一头衔授予现存的部门或职位。 但职务名称中的“董事”一词并不意味着其是公司的董事，因此其也不能被授予董事的职权和职责。

101. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund any pay premiums for the purchaser or provision of any such gratuity, pension or allowance.

Gratuity, pension allowance Offices

including the title \Agents

全体董事可以公司名义对在公司担任任何领取薪资职位的董事在其退休时给付赠予金、养老金或津贴予本人、遗孀或生前由其抚养的人，也可以对任何基金进行捐助，并可以为购入或提供任何这类赠予金、养老金或津贴支付额外费用。

102. The Directors may from time to time make and vary such regulations as it thinks fit with respect to the keeping of branch registers of members pursuant to the Ordinance. 董事可以不时制定，更改或废除规则及附例。

BORROWING POWERS

103. The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, debenture stock, and, subject to the Ordinance, convertible debentures and convertible

Borrowing powers of Directors Branch register of members

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debenture stock, and other securities whether outright or as security, for any debt, liability or obligation of the Company or of any third party.

董事会依公司法例之规定，得行使本公司所有权力，从事借款、或抵押其财产及未收回资金或其一部、或发行债券、公司债、可转换债券和可转换公司债或其它证券，作为借款或本公司或任何第三人债务、责任或义务之担保。

DIRECTORS' APPOINTMENTS AND INTERESTS

104. Subject to the provisions of the Ordinance, the Directors may appoint one or more of their number to the office of managing Director or to any other executive office under the Company and may enter into an agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment of a Director to an executive office shall terminate if he ceases to be a Director but without prejudice to any claim to damages for breach of the contract of service between the Director and the Company.

根据公司法例的规定，董事会可随时任命一名或多名董事担任执行董事职务或其它执行官，期限和条件由董事会决定，且可根据按具体情况签订的任何协议条款，撤销任何此种任命。任何此类任命协议或者安排应由董事决定，并且可以决定给付这些董事适当的报酬。上述董事对管理者的任命协议随着董事的去职而自动失效，但这不影响其向董事提出违约责任的权利。

105. A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract (being a contract of significance in relation to the Company’s business) with the Company shall, if his interest in the contract or proposed contract is material, declare the nature of his interest at a meeting of the Directors in accordance with section 162 of the Ordinance.

董事就本公司缔结或可能缔结之契约具有直接或间接利害关系时，应根据公司条例第162条的规定于董 事会中揭露其利害关系之内容。

106. Provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office: (a)

may be a party to, or otherwise interested in, any contract or arrangement with the Company or in which the Company is otherwise interested; 与公司关联合同的当事人

(b)

may be a Director or other officer of, or employed by, or a party to any contract or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and 与公司关联交易的对方当事人担任董事、职员

(c)

shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such contract or arrangement or from any interest in any such body corporate and no such contract or

Directors may contract with the Company Material Interest in contract Appointment to executive office

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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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