香港公司章程模板中英文2013(3)

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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