股份公司章程细则范本

2024年2月13日发(作者：荣霖)

Sample A

范本A

MEMORANDUM & ARTICLES OF ASSOCIATION

FOR PRIVATE COMPANY LIMITED BY SHARES

私人股份有限公司的组织大纲及章程细则

The Memorandum of Association in Sample A is adopted from Table B of the

First Schedule to the Companies Ordinance (Cap. 32) with the objects clau

– the third paragraph of the Memorandum of Association in Table B removed.

范本A中的公司组织大纲（对内）采用了从附表1的表B 到 公司条例的内容(第32章)，并移除了目的条款-表B中的章程的第三段。

The Articles of Association in Sample A are adopted from Table A of the

First Schedule to the Companies Ordinance (Cap. 32). Private companies with

one member and one director which wish to adopt Sample A as their articles

may exclude or modify the related regulations to suit their status, or alter

tho regulations after incorporation.

范本A中的公司章程（对外）采用了从附表1中的表A到公司条例(第32章)的内容；意欲采用范本A作为公司章程的私人公司（私人公司有一位股东和董事）可排除或修订相关规则以适合公司的身份/性质，或在设立公司之后对这些规则作出更改；

Companies or their officers should consult their professional advisors on any

matter which may affect them relating to or arising out of the adoption of

the Memorandum and Articles of Association in Sample A.

任何因采用范本A中的公司组织大纲和章程而可能导致出现任何影响的相关问题事宜，公司或其领导要征询专业顾问的意见。

Sample A (Table A)

范本A(表A)

THE COMPANIES ORDINANCE (CHAPTER 32)

公司条例(第32章)

Private Company Limited by Shares

私人股份有限公司

MEMORANDUM OF ASSOCIATION

组织章程大纲（对内）

组织

[NAME OF THE COMPANY]

公司的名称

First: The name of the company is

第一：本公司的名称是

“ENGLISH COMPANY NAME

公司的中文/英文名称

Second: The registered office of the company will be situated in Hong Kong.

第二：本公司的注册办事处将位于香港。

Third: The liability of the members is limited.

第三：股东的法律责任是有限的。

Fourth: The share capital of the company is [HKD10,000] divided into [10,000]

[Ordinary] share(s) of [HKD1] each.

第四： 本公司的股本为[10,000港元]，按每股[1港元]分为[10,,000]股[普通]股。

I/WE, the undersigned who name(s), address(es) and description(s) is/are given

below, wish to form a company, in pursuance of this memorandum of association,

and I/we respectively agree to take the number of share(s) in the capital of the

company t opposite my/our respective name(s).

本人/我们，即以下列对应给出名字、地址及描述的签署人，均意欲依据本组织章程大纲组建一家公司，并且本人/我们各自同意按列于姓名右边对应的股份数目，承购公司资本中的股份。

Name(s), Address(es) and Description(s) of Founder Members

创办股东的名称、地址以及描述

Number of Share(s) Taken

by Each Founder Member创办股东所承购的股份数量

[English name (Chine name)]

[英文名称 (中文名称)]

[Address]

[地址]

[Description/Occupation]

[描述/职业]

[English name (Chine name)]

[英文名称 (中文名称)]

[Address]

[地址]

[Description / Occupation]

[描述/职业]

[ORDINARY]:

[普通]:

[1]

[ORDINARY]:

[普通]:

[1]

Total number of

share(s) taken:

承购股份总数：

[ORDINARY]:

[普通]:

[2]

THE COMPANIES ORDINANCE (CHAPTER 32)

公司条例（第32章）

Private Company Limited by Shares

私人股份有限公司

ARTICLES OF ASSOCIATION

OF

[NAME OF THE COMPANY]

[公司名称]

的组织章程细则

The company is a private company and accordingly-

本公司为私人公司并且据此-

(a) the right to transfer shares is restricted in manner hereinafter prescribed;

（a）转让股份的权利受以下规定的方式所限制；

(b) 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 2 or more persons hold one or more shares in the

company jointly they shall for the purpo of this regulation be treated as a

single member;

（b）公司股东的人数以50名为限（不包括受雇于公司的人，也不包括先前受雇于公司而在受雇期间在终止受雇之后又继续作为公司的股东）；但是对于本条例而言，倘若有2名或更多人士联名持有公司一股或多于一股的股份，他们须视为单一股东；

(c) any invitation to the public to subscribe for any shares or debentures of the

company is prohibited;

（c）任何邀请公众人士认购公司的任何股份或信用债券的行为均受禁止；

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

（d）本公司无权发行不记名认股权证。

Interpretation

释义

1. In the regulations-

1.在本规则中-

"Ordinance" (本条例) means the Companies Ordinance (Cap 32);

“本条例”(Ordinance)指《公司条例》（第32章）；

"al" (印章) means the common al of the company;

“印章”指公司的公用印章；

"cretary" (秘书) means any person appointed to perform the duties of the

cretary of the

company.

“秘书”指任何获委任而履行公司秘书职责的人；

Expressions ud in the regulations referring to writing shall, unless

the contrary intention appears, be construed as including references to printing,

lithography, photography and other modes of reprenting or reproducing words in a

visible form.

凡本规则所用词句提及的书面之处，除非出现相反用意，否则须解释为包括提到印刷、平板印刷、摄影、以及其他以可见形式的表现或复制文字的方式；

Wherever any provision of the regulations (except a provision for the

appointment of a proxy) requires that a communication as between the company, its

directors or members be effected in writing, the requirement may be satisfied by

the communication being given in the form of an electronic record if the person to

whom the communication is given connts to it being given to him in that form.

凡本规则中的任何条例（有关委任代表人的条文除外）要求公司、其董事或股东之间的通讯须以书面作出，如果这些通讯方式的对象同意该通讯以电子记录形式对他给出，则以电子记录形式作出的通讯也属符合这个规定；

Wherever any provision of the regulations requires that a meeting of the

company, its directors or members be held, the requirement may be satisfied by the

meeting being held by such lawful electronic means and in such manner as may be

agreed by the company in general meeting.

凡本规则的任何条文规定公司、其董事、股东要举行的会议，则以该公司以合法的电子方式和大会中公司同意的其他合法方式所举行会议也属符合这个规定；

Unless the context otherwi requires, words or expressions ud in the

regulations shall have the same meaning as in the Ordinance or any statutory

modification thereof in force at the date at which the regulations become binding

on the company.

除文中另有要求，本规则所有的文字或表达含义，于本规定对公司产生约束力当日时有效的本条例或任何法定修改中的文字和表达含义相同。

Share Capital and Variation of Rights

股本以及权力的变更

2. Without prejudice to any special rights previously conferred on the

holders of any existing shares or class of shares, any share in the company may be

issued with such preferred, deferred or other special rights or such restrictions,

whether in regard to dividend, voting, return of capital or otherwi as the company

may from time to time by ordinary resolution determine.

2. 在以不损害任何先前授予股份的持有人、任何类别股份持有人的任何特别权利的原则下，任何公司的股份在发行时可附有无论是关于股息、表决、资本退回或其它方面的优先、延迟或其他特殊权利或限制，而其它方面的相关权利和限制可在公司不时作出的普通决议时决定。

3. Subject to ctions 49 to 49S 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 the company's articles of association. <* Note - Exp. X-Ref.: Sections 49,

49A, 49B, 49BA, 49C, 49D, 49E, 49F, 49G, 49H, 49I, 49J, 49K, 49L, 49M, 49N, 49O, 49P,

49Q, 49R, 49S *>

3. 在符合本条例第49和49S条的规定下，本公司可按下述条款发行股份：即这些股份是要赎回或根据公司或股东的选择赎回的，并且是按本条例的规定和公司章程提供的方式赎回的；<注意—见范本X-文件编号：条例第49、49A、49B、49BA、49C、49D、49E、49F、49G、49H、49I、49J、49K、49L、49M、49N、49O、49P、49Q、49R、49S >；

4. If at any time the share capital is divided into different class of

shares, the rights attached to any class may, whether or not the company is being

wound up, be varied with the connt in writing of the holders of three-fourths in

nominal value of the issued shares of that class, or with the sanction of a

special resolution pasd at a parate general meeting of the holders of the

shares of the class.

4. 如在任何时候，这些股本被拆分为不同类别的股份，则不论当时公司是否正在清盘停业，对应任何类别股份的权利，在获得持有该类别已发行股份3/4票面价值的持有人的书面同意下，或在该类别股份持有人举行的单独大会通过的特别决议认可下，可进行更改；

5. The rights conferred upon the holders of the shares of any class issued with

preferred or other rights shall not, unless otherwi expressly provided by the

terms of issue of the shares of that class, be deemed to be varied by the creation

or issue of further shares ranking paripassu therewith.

5. 持有在股份发行时具有优先或其他权利的任何类别股份持有人，其所授予的权利，除非该类别股份的发行条款另有明文规定，否则不得视作因发行更多同等级别权益的股份而作更改；

6. The company may exerci the powers of paying commissions conferred by

ction 46 of the Ordinance, provided that the rate per cent or the amount of the

commission paid or agreed to be paid shall be disclod in the manner required by

the said ction 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 ca may be). Such

commission 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 the other. The company may

also on any issue of shares pay such brokerage as may be lawful.

6. 本公司可行使本条例第46条所授予的支付佣金的权力，但所支付或同意支付佣金的百分比或额度须按照上述条款规定进行披露，而佣金比例不得超过支付佣金所涉及股份发行价格的

百分之十，或超过等于该价格百分之十的额度（视情况而定）。该佣金可用现金支付或部分或全部以股权形式缴付，或部分股权部分现金进行偿付；公司也可在发行股权时候支付合法的经纪费；

7. Except as required by law, no person shall be recognized 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 recognize (even when having notice thereof) 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 the regulations or by

law otherwi provided) any other rights in respect of any share except an

absolute right to the entirety thereof in the registered holder.

7. 除非法律另有规定，否则公司不得承认任何人以任何以信托方式持有股份，并且公司也不受任何股份中的衡平法权益、或有权益、未来权益或部分权益，或任何不足一股中的股份中的任何权益（本规定或法律另有规定的除外）或与任何股份有关的其他任何权利所约束，也不得以任何形式被迫承认该权益（即使公司已悉知相关事项），登记持有人对该股份全部的绝对权利不在此限；

8. Every person who name is entered as a member in the register of members shall

be entitled without payment to receive within 2 months after allotment or lodgment

of transfer (or within such other period as the conditions of issue shall provide)

one certificate for all his shares or veral certificates each for 1 or more of his

shares upon payment of $5 for every certificate after the first or such less sum

as the directors shall from time to time determine. Every certificate shall be

under the al, or under the official al kept by the company under ction 73A of

the Ordinance, and shall specify the shares to which it relates and the amount

paid up thereon. Provided that in respect of a share or shares held jointly by

veral persons the company shall not be bound to issue more than 1 certificate,

and delivery of a certificate for a share to 1 of veral joint holders shall be

sufficient delivery to all such holders.

8. 凡姓名已记入股东登记册而作为股东的人，均有权无须缴纳费用而在股权分配或提存转让书后的2月内（或在股份发行条件所规定的其他期间内）收取其名下全部股份的一张记名股票，或其名下多张记名股票（每张包括其名下的一股或多于一股股份）；但第一张股票之后的每张记名股票，要支付$5或是董事会可能随时规定的一些较小数额。每张股票均须盖上印章，或盖上公司，按照本条例第73A条款规定所保管的正式印章，并且股票上须指明相关股数和该股份所应缴付的款额。但如果股份（一股或多股）是由多人联名持有，本公司无须就此发行多于一张股票，可就这一股向数位联名持有人其中的一人寄送一张股票，即已作为充分交付该股票给其各联名持有人。

9. If a share certificate be defaced, lost or destroyed, it may be renewed on

payment of a fee of $5 or such less sum and on such terms (if any) as to evidence

and indemnity and the payment of out-of-pocket expens of the company of

investigating evidence as the directors think fit.

9. 如果记名股票遭污损、遗失或损坏，可在缴付$ 5或董事认为恰当的较小数额，以及董事会认为符合关于证据、补偿、调查证据的实际费用开支的相关条款规定情况下（如有的话），予以补发。

10. (Repealed . 188 of 1993)

Lien

10. （已废除1993年的）

留置权11. The company shall have a first and paramount lien on every share (not being a

fully paid share) for all moneys (whether prently payable or not) called or payable

at a fixed time 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 prently 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 regulation. The company's lien, if any, on a

share shall extend to all dividends payable thereon.

11. 股份所涉及任何已催缴或于规定时间应缴付款项，本公司就该股份（非完全缴付股款的股份）拥有首要留置权；并且对于任何以单一名义登记的所有股份（全部缴付股款的股份除外），就该人或其产业当下要缴付给的所有款项，公司也拥有首要留置权；但董事可随时宣布任何股份完全免受或部分程度免受本条例条款的约束。公司对于股份的留置权（如有的话），要扩大至该股份所有应付股利；

12. The company may ll, in such manner as the directors think fit, any shares on

which the company has a lien, but no sale shall be made unless a sum in respect of

which the lien exists is prently payable, nor until the expiration of 14 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 prently payable, has been given to the

registered holder for the time being of the share, or the person entitled thereto by

reason of his death or bankruptcy.

12. 公司可按董事认为合适的方式出售公司享有留置权的任何股份，但只有与留置权有关的一笔股款到期应付后，或在把要求支付与留置权有关的应付部分股款的书面通知交送给注册股份持有人，或因该股份持有人去世或破产而送交给有权接收该股份的人一份书面通知的14天，后，方可进行出售；

13. To give effect to any such sale the directors may authorize some person to

transfer the shares sold to the purchar thereof. The purchar shall be

registered as the holder of the shares comprid in any such transfer, and he shall

not be bound to e to the application of the purcha money, nor shall his title to

the shares be affected by any irregularity or invalidity in the proceedings in

reference to the sale.

13. 为使上述任何出售得以生效，董事可授予某人将出售的股份转让给购买者；购买者须登记为该笔转让交易所包含的股份的持有人；对于如何申请运用该笔股份的买款, 购买者无须在意，也不得因有关该笔出售程序中的任何不规则或无效之处而受影响；

14. The proceeds of the sale shall be received by the company and applied in

payment of such part of the amount in respect of which the lien exists as is

prently payable, and the residue, if any, shall (subject to a like lien for sums

not prently payable as existed upon the shares before the sale) be paid to the

person entitled to the shares at the date of the sale.

14. 股份出售所得净收益须由公司收取，用于支付所属留置部分现已到期的应付款项，如有剩余，应当（要支付出售前同样属于股份的留置款项，但目前尚还未到期的款额）支付给在销售之日持有该股份的人。

Calls on Shares

催缴股款

15. 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 value of the share or be payable at less than 1 month from the date fixed

for the payment of the last preceding call, and each member shall (subject to

receiving at least 14 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 postponed as the directors may determine.

15.

董事会可随时向股东催缴有关其名下任何尚未偿付的股款，而不必按股份分配条款规定的期限（不论是就股票的面值或是其溢价）。如果每次催缴额未超过股票面值的1/4，或其缴款日期超过了上次催缴所定支付日期的一个月，那么每位股东须（但至少要收到14 天通知，说明缴款的时间或地点）在规定的一次或多次时间和地点向公司缴付所要缴付的股份款。董事会可决定延长或撤销通知。

16. A call shall be deemed to have been made at the time when the resolution

of the directors authorizing the call was pasd and may be required to be paid

by installments.

16.

股款的催缴，须视为在董事会通过授权催缴的决议之时已作出，并且可要求分期缴付；

17. The joint holders of a share shall be jointly and verally liable to

pay all calls in respect thereof.

17.

股份的联名持有人，须共同地及各自负责缴付其相关股份所需缴付款项。

18. If a sum called in respect of a share is not paid before or on the day

appointed for payment thereof, 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 10 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.

18. 如在规定之日没有缴清所催缴的该笔股款，所欠该款者必须就该款项支付利息，利息由指定缴款日计算到实际缴清之日为止的利息，利息率由董事会决定，但不超过年息10%,但董事会有权可免除全部或部分利息；

19. 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 purpos of the regulations be deemed to be a

call duly made and payable on the date on which by the terms of issue the same

becomes payable, and in ca of non-payment all the relevant provisions of the

regulations as to payment of interest and expens, forfeiture or otherwi shall

apply as if such sum had become payable by virtue of a call duly made and

notified.

19. 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；倘若该股款因已到期通知催缴并未缴付，本规则中所有关于利息支付和支出、没收或其它方面的规定即告适用；

20. The directors may, on the issue of shares, differentiate between the holders

as to the amount of calls to be paid and the times of payment.

20. 董事会可在发行股份时，按催缴股款所须缴纳的额度和缴纳时间区分持股股东；

21. The directors may, if they think 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 payable) pay interest at such rate not exceeding

(unless the company in general meeting shall otherwi direct) 8 per cent per annum,

as may be agreed upon between the directors and the member paying such sum in

advance.

21.

如有任何股东自愿就其持有的任何股份，提前缴纳该股份未催缴和未缴付的全部或部分股款，则董事会如认为合适，可收取该股款；并且董事会可就该提前款支付一定的利息（直至提前缴付股款到其应缴付之时），利息率可支付不超过年息8%（公司在全体大会上另行指定的除外），具体的利息率董事和股东之间可在提前缴款时协商。

Transfer of Shares

股份的转让

22. The instrument of transfer of any share shall be executed by or on

behalf of the transferor and transferee, and the transferor shall be deemed to

remain a holder of the share until the name of the transferee is entered in the

register of members in respect thereof.

22．任何股份的转让文书，均由出让人和受让人签署生效，或他人代其签署；在受让人未就转让的股份在股东登记上注册名字之前，出让人仍须视为该股份的持有人；

23. Subject to such of the restrictions of the regulations as may be

applicable, any member may transfer all or any of his shares by instrument in

writing in any usual or common form or any other form which the directors may

approve.

23根据本规则条例的规定，任何股东均可按任何通常或通用形式，或按董事批准的任何其它形式的书面文书方式将其全部或部分股份转让出去；

24. The directors may, in their absolute discretion and without assigning any

reason therefor, decline to register any transfer of any share, whether or not it is

a fully paid share.

24. 不论股份是否属于全部缴付的股份，董事可在其绝对酌情决定权下行使，无需给出任何理由，拒绝任何股份的任何转让的登记；

25. The directors may also decline to recognize any instrument of transfer

unless-

25.如无以下，董事会也可拒绝承认任何转让文书-

a) a fee of $5 or such lesr sum as the directors may from time to time

require is paid to the company in respect thereof;

（a）董事会不时要求受让人支付给公司$5或较小金额的相关股票转让费用；

b) the instrument of transfer is accompanied by the certificate of 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 transfer; and

（b）附有相关记名股票的转让文书，和董事会随时提出合理要求出让人出示有权作出出让的其它证明；及

c) the instrument of transfer is in respect of only one class of share.

（c）转让文书仅是涉及一种类别的股票。

26. If the directors refu to register a transfer they shall within 2 months

after the date on which the transfer was lodged with the company nd to the

transferor and transferee notice of the refusal.

26.如果董事会拒绝某股份转让登记，董事会须在转让文书提交给公司后的2月内，向出让人和受让人送交关于股份转让的拒绝通知书。

27. The registration of transfers may be suspended at such times and for such

periods as the directors may from time to time determine, provided always that such

registration shall not be suspended in any year for more than 30 days or, where the

period for closing the register of members is extended in respect of that year under

ction 99(2)(a) of the Ordinance, for more than that extended period.

27. 董事会可随时决定中止办理股份转让登记的时间和期间；但于任何年度内，该股份转让登记的中止办理时间不得超过30天，或根据本条例99(2)(a)规定，该年度股东登记办理的终止的延期时间，不得超过规定的延期时间。

28. The company shall be entitled to charge a fee not exceeding $5 on the

registration of every probate, letters of administration, certificate of death or

marriage, power of attorney, or other instrument.

28.

本公司有权就每份遗嘱认证、遗嘱遗产管理证明书、死亡证明、 证明、授权书或其它文书收取不超过$5的登记费用。

Transmission of Shares

股份的转移

29. In ca of the death of a member the survivor or survivors where the

decead was a joint holder, and the legal personal reprentatives of the

decead where he was a sole holder, shall be the only persons recognized by the

company as having any title to his interest in the shares; but nothing herein

contained shall relea the estate of a decead joint holder from any liability

in respect of any share which had been jointly held by him with other persons.

29. 如股东死亡（凡死者为一名联名持有人），如果有存在一名或多名该股份的联名持有人或如果死者为股份单独持有者，那么其法定（遗产）代表人，那么将是受公司承认的死者股份权益的唯一享有者；但本条例没有规定可以解除已故联名持有人遗产中（死者与其它联名持有者）任何股份所涉及的法律责任；

30. Any person becoming entitled to a share in conquence 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 himlf as holder of the share or to

have some person nominated by him registered as the transferee thereof, but

the directors shall, in either ca, have the same right to decline or

suspend registration as they would have had in the ca of a transfer of the

share by that member before his death or bankruptcy, as the ca may be.

30. 凡因某股东去世或破产而获得该股份所有权的人，在出示董事会随时正当要求出示的证据，可按以下规定，或选择自己登记作为股东，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的情况一样，拒绝或中止办理股权登记；

31. If the person so becoming entitled shall elect to be registered himlf, he

shall deliver or nd 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 the regulations 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.

31.

?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。

32. 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 exerci 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 himlf 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, bonus or other moneys payable in respect of the

share until the requirements of the notice have been complied with.

32. 由于持有人去世或破产而成为有权取得股份的人，应有权享有同等股息和其它利息，等同原登记股东应享有的股息和其它利益；但在他未就该股份登记为股东之前，无权就该股份行使任何股东资格所授予的、与公司会议有关的任何权利：

但董事会可随时发出通知，要求该人作出选择，要么将登记注册或将股份转让，如该人在90天内并没有遵照该通知去做，董事会可于其后不予支付该股份有关的任何股息、红利或其它应支付的款项，直到通知里的要求已得到遵从。

33. Any person to whom the right to any shares in the company has been

transmitted by operation of law shall, if the directors refu to register the

transfer, be entitled to call on the directors to furnish within 28 days a

statement of the reasons for the refusal.

33. 任何已通过法律实施，因股份转让而拥有公司任何股权的人，如果董事拒绝登记该股份的转让，该人有权要求董事会在28天内提供一份拒绝理由的陈述书。

Forfeiture of Shares

34. If a member fails to pay any call or installment of a call on the

day appointed for payment thereof, the directors may, at any time thereafter

during such time as any part of the call or instalment remains unpaid, rve a

notice on him requiring payment of so much of the call or instalment as is unpaid,

together with any interest which may have accrued.

35. The notice shall name a further day (not earlier than the expiration of 14 days

from the date of rvice 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.

33. If the requirements of any such notice as aforesaid are not complied with,

any share in respect of which the notice has been given may at any time

thereafter, before the payment required by the notice has been made, be

forfeited by a resolution of the directors to that effect.

34. A forfeited share may be sold or otherwi dispod of on such terms and

in such manner as the directors think fit, and at any time before a sale or

disposition the forfeiture may be cancelled on such terms as the directors think

fit.

35. A person who shares have been forfeited shall cea to be a member in

respect of the forfeited shares, but shall, notwithstanding, remain liable to pay

to the company all moneys which, at the date of forfeiture, were payable by him

to the company in respect of the shares, but his liability shall cea if and

when the company shall have received payment in full of all such moneys in

respect of the shares.

36. A statutory declaration in writing that the declarant is a director or the

cretary of the company, and that a share in the company has been duly

forfeited on a date stated in the declaration, shall be conclusive evidence

of the facts therein stated 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 dispod of and he shall

thereupon be registered as the holder of the share, and shall not be bound to

e to the application of the purcha 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.

37. The provisions of the regulations as to forfeiture shall apply in the ca

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.

Conversion of Shares into Stock

38. The company may by ordinary resolution convert any paid-up shares into stock,

and reconvert any stock into paid-up shares of any denomination.

39. 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 aro might previously to conversion have been transferred,

or as near thereto as circumstances admit; and the directors may from time to

time fix the minimum amount of stock transferable but so that such minimum shall

not exceed the nominal amount of the shares from

which the stock aro.

40. 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 of the company and other matters as if they held the shares from which

the stock aro, but no such privilege or advantage (except participation in the

dividends and profits of the company and in the asts on winding up) shall be

conferred by an amount of stock which would not, if existing in shares, have

conferred that privilege or advantage.

41. Such of the regulations of the company as are applicable to paid-up shares

shall apply to stock, and the words "share" and "shareholder" therein shall

include "stock" and "stockholder".

Alteration of Capital

42. The company may from time to time by ordinary resolution increa the share

capital by such sum, to be divided into shares of such amount, as the resolution

shall prescribe.

43. The company may by ordinary resolution-

a) consolidate and divide all or any of its share capital into shares of

larger amount than its existing shares;

b) sub-divide its existing shares, or any of them, into shares of smaller

amount than is fixed by the memorandum of association subject,

nevertheless, to the provisions of ction 53(1)(d) of the Ordinance;

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.

44. The company may by special resolution reduce its share capital, any capital

redemption rerve fund or any share premium account in any manner and with, and

subject to, any incident authorized, and connt required, by law.

Purcha of own Shares

47A. Subject to ctions 49 to 49S of the Ordinance, the company may purcha its

own shares (including any redeemable shares). <* Note - Exp. X-Ref.: Sections 49, 49A,

49B, 49BA, 49C, 49D, 49E, 49F, 49G, 49H, 49I, 49J, 49K, 49L, 49M, 49N, 49O, 49P, 49Q,

49R, 49S *>

47B. Subject to ctions 49I to 49O of the Ordinance, the company may make a payment

in respect of the redemption or purcha of its own shares otherwi than out of the

distributable profits of the company or the proceeds of a fresh issue of shares.

<* Note - Exp. X-Ref.: Sections 49I, 49J, 49K, 49L, 49M, 49N, 49O *>

47C. Notwithstanding ction 49B(1) and (2) but subject to ctions 49, 49A, 49B(6),

49F, 49G, 49H, 49I(4) and (5), 49P, 49Q, 49R and 49S of the Ordinance (except that

such purchas may be made either out of or otherwi than out of the distributable

profits of the company or the proceeds of a fresh issue of shares), the company may

purcha its own shares (including any redeemable shares) in order to-

a) ttle or compromi a debt or claim;

b) eliminate a fractional share or fractional entitlement or an odd lot

of shares (as defined in ction 49B(5) of the Ordinance);

c) fulfil an agreement in which the company has an option, or under

which the company is obliged, to purcha shares under an employee

share scheme which had previously been approved by the company in

general meeting; or

d) comply with an order of the court under-

i. ction 8(4)

ii. ction 47G(5), where such order provides for the matters referred to

in ction 47G(6);

n 168A(2), of

the Ordinance.

Allotment of Shares

45. The directors shall not exerci 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 ction 57B of the Ordinance.

General Meetings

46. 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 notices calling it; and not more than 15 months shall

elap between the date of one annual general meeting of the company and that

of the next. Provided that so long as the company holds its first annual

general meeting within 18 months of its incorporation, it need not hold it in the

year of its incorporation or in the following year. The annual general meeting

shall be held at such time and place as the directors shall appoint.

47. All general meetings other than annual general meetings shall be called

extraordinary general meetings.

48. The directors may, whenever they think fit, convene an extraordinary general

meeting, and extraordinary general meetings shall also be convened on such

requisition, or in default, may be convened by such requisitionists, as provided

by ction 113 of the Ordinance. If at any time there are not within Hong Kong

sufficient directors capable of acting to form a quorum, any director or any 2

members of the company 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.

Notice of General Meetings

49. An annual general meeting and a meeting called for the passing of a special

resolution shall be called by 21 days' notice in writing at the least, and a

meeting of the company other than an annual general meeting or a meeting for the

passing of a special resolution shall be called by 14 days' notice in writing at

the least. The notice shall be exclusive of the day on which it is rved or

deemed to be rved and of the day for which it is given, and shall specify the

place, the day and the hour of meeting and, in ca of special business, the

general nature of that business, and shall be given, in manner hereinafter

mentioned or in such other manner, if any, as may be prescribed by the company

in general meeting, to such persons as are, under the regulations of the company,

entitled to receive such notices from the company:

Provided that a meeting of the company shall, notwithstanding that it

is called by shorter notice than that specified in this regulation, be deemed to

have been duly called if it is so agreed-

a) in the ca of a meeting called as the annual general meeting, by all the

members entitled to attend and vote thereat; and

b) in the ca of any other meeting, by a majority in number of the members

having a right to attend and vote at the meeting, being a majority

together holding not less than 95 per cent in nominal value of the shares

giving that right.

50. The accidental omission to give notice of a meeting to, or the non-receipt

of notice of a meeting by, any person entitled to receive notice shall not

invalidate the proceedings at that meeting.

Proceedings at General Meetings

51. All business shall be deemed special that is transacted at an

extraordinary general meeting, and also all that is transacted at an annual

general meeting, with the exception of declaring a dividend, the consideration of

the accounts, balance sheets, and the reports of the directors and auditors, the

election of directors in the place of tho retiring and the appointment of, and the

fixing of the remuneration of, the auditors.

52. No business shall be transacted at any general meeting unless a quorum of

members is prent at the time when the meeting proceeds to business and continues

to be prent until the conclusion of the meeting; save as herein otherwi provided,

2 members prent in person or by proxy shall be a quorum.

53. If within half an hour from the time appointed for the meeting a quorum is

not prent, the meeting, if convened upon the requisition of members, shall be

dissolved; in any other ca it shall stand adjourned to the same day in the next

week, at the same time and place or to such other day and at such other time and

place as the directors may determine, and if at the adjourned meeting a quorum

is not prent within half an hour from the time appointed for the meeting, the

members prent shall be a quorum.

54. The chairman, if any, of the board of directors shall preside as

chairman at every general meeting of the company, or if there is no such chairman,

or if he shall not be prent within 15 minutes after the time appointed for the

holding of the meeting or is unwilling to act or is abnt from Hong Kong or has

given notice to the company of his intention not to attend the meeting, the

directors prent shall elect one of their number to be chairman of the meeting.

55. If at any meeting no director is willing to act as chairman or if no

director is prent within 15 minutes after the time appointed for holding the

meeting, the members prent shall choo one of their number to be chairman of the

meeting.

56. The chairman may, with the connt of any meeting at which a quorum is

prent (and shall if so directed by the meeting), adjourn the meeting from time

to time and from place to place, but no business shall be transacted at any

adjourned meeting other than the business left unfinished at the meeting from which

the adjournment took place. When a meeting is adjourned for 30 days or more, notice

of the adjourned meeting shall be given as in the ca of an original meeting. Save

as aforesaid it shall not be necessary to give any notice of an adjournment or of

the business to be transacted at an adjourned meeting.

57. 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-

a) by the chairman; or

b) by at least 2 members prent in person or by proxy; or

c) by any member or members prent in person or by proxy and reprenting not

less than one-tenth of the total voting rights of all the members having the

right to vote at the meeting; or

d) by a member or members 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.

Unless a poll be so demanded a declaration by the chairman that a resolution

has on a show of hands been carried or carried unanimously, or by a particular

majority, or lost and an entry to that effect in the book containing the minutes of

the proceedings of the company 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.

58. Except as provided in regulation 63, if a poll is duly demanded it shall be

taken in such manner as the chairman directs, and the result of the poll shall be

deemed to be the resolution of the meeting at which the poll was demanded.

59. In the ca of an equality of votes, whether on a show of hands or on a

poll, the chairman of the meeting at which the show of hands takes place or

at which the poll is demanded, shall be entitled to a cond or casting vote.

60. A poll demanded on the election of a chairman or on a question of

adjournment shall be taken forthwith. A poll demanded on any other question shall

be taken at such time as the chairman of the meeting directs, and any business

other than that upon which a poll has been demanded may be proceeded with pending

the taking of the poll.

Votes of Members

61. Subject to any rights or restrictions for the time being attached to any

class or class of shares, on a show of hands every member prent in person shall

have 1 vote, and on a poll every member shall have 1 vote for each share of which he

is the holder.

62. In the ca of joint holders the vote of the nior 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 purpo niority shall be determined by the

order in which the names stand in the register of members.

63. A member of unsound mind, or 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.

64. No member shall be entitled to vote at any general meeting unless all

calls or other sums prently payable by him in respect of shares in the company

have been paid.

65. No objection shall be raid to the qualification of any voter except at

the meeting or adjourned meeting at which the vote objected to is given or

tendered, and every vote not disallowed at such meeting shall be valid for all

purpos. Any such objection made in due time shall be referred to the chairman

of the meeting, who decision shall be final and conclusive.

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

67. The instrument appointing a proxy shall be in writing under the hand of the

appointer or of his attorney duly authorized in writing, or, if the appointer is a

corporation, either under al, or under the hand of an officer or attorney duly

authorized, A proxy need not be a member of the company.

68. The instrument appointing a proxy and the power of attorney or other

authority, if any, under which it is signed, or a notarially certified copy of that

power or authority shall be deposited at the registered office of the company or at

such other place within Hong Kong as is specified for that purpo in the notice

convening the meeting, not less than 48 hours before the time for holding the

meeting or adjourned meeting, at which the person named in the instrument propos

to vote, or, in the ca of a poll, not less than 24 hours before the time appointed

for the taking of the poll, and in default the instrument of proxy shall not be

treated as valid.

69. An instrument appointing a proxy shall be in the following form or a

form as near thereto as circumstances admit-

" Limited I/We, of

, being a member/members of the

above-named company, hereby appoint

of , or failing him, of

, as my/our proxy to vote for me/us on my/our behalf at the [annual or

extraordinary, as the ca may be] general meeting of the company to be

held on the [ ] day of [ ], and at any adjournment thereof.

Signed this [ ] day of [ ]".

70. Where it is desired to afford members an opportunity of voting for or

against a resolution the instrument appointing a proxy shall be in the following

form or a form as near thereto as circumstances admit-

" Limited I/We, of

, being a member/members of the

above-named company, hereby appoint of

, or failing him, of ,

as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary,

as the ca may be] general meeting of the company, to be held on the [ ] day

of [ ], and

at any adjournment thereof.

Signed this [ ] day of [ ]

This form is to be ud *in favour of the resolution.

against

Unless otherwi instructed, the proxy will vote as he thinks fit.

*Strike out whichever is not desired.".

71. The instrument appointing a proxy shall be deemed to confer authority to

demand or join in demanding a poll.

72. A vote given in accordance with the terms of an instrument of proxy

shall be valid notwithstanding the previous death or insanity of the principal or

revocation of the proxy or of the authority under which the 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, insanity, revocation or transfer

as aforesaid shall have been received by the company at the office before the

commencement of the meeting or adjourned meeting at which the proxy is ud.

Corporations acting by Reprentatives at

Meetings

73. Any corporation which is a member of the company may by resolution of its

directors or other governing body authorize such person as it thinks fit to act

as its reprentative at any meeting of the company or of any class of

members of the company, and the person so authorized shall be entitled to

exerci the same powers on behalf of the corporation which he reprents as that

corporation could exerci if it were an individual member of the company.

Directors

74. The number of the directors and the names of the first directors shall be

determined in writing by the founder members or a majority of them.

75. The remuneration of the directors shall from time to time be determined by

the company in general meeting. Such remuneration shall be deemed to accrue

from day to day. The directors may also be paid all travelling, hotel and other

expens 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 connexion with the business of the company.

76. The shareholding qualification for directors may be fixed by the company

in general meeting, and unless and until so fixed no qualification shall be

required.

77. A director of the company may be or become a director or other officer of,

or otherwi interested in, any company promoted by the company or in which the

company may be interested as shareholder or otherwi, and, subject to the

Ordinance, no such director shall be accountable to the company for any

remuneration or other benefits received by him as a director or officer of, or

from his interest in, such other company unless the company otherwi direct.

Borrowing Powers

78. The directors may exerci all the powers of the company to borrow money,

and to mortgage or charge its undertaking, property and uncalled capital, or

any part thereof, and to issue debentures, debenture stock, and, subject to

ction 57B of the Ordinance, convertible debentures and convertible debenture

stock, and other curities whether outright or as curity for any debt,

liability or obligation of the company or of any third party:

Provided that the amount for the time being remaining undischarged of

moneys borrowed or cured by the directors as aforesaid (apart from temporary

loans obtained from the company's bankers in the ordinary cour of business)

shall not at any time, without the previous sanction of the company in general

meeting, exceed the nominal amount of the share capital of the company for the time

being issued, but nevertheless no lender or other person dealing with the company

shall be concerned to e or inquire whether this limit is obrved. No

debt incurred or curity given in excess of such limit shall be invalid or

ineffectual except in the ca of express notice to the lender or the recipient of

the curity at the time when the debt was incurred or curity given that the limit

hereby impod had been or was thereby exceeded.

Powers and Duties of Directors

79. Subject to the provisions of the Ordinance, the memorandum and articles and

to any directions given by special resolution, the business and affairs of the

company shall be managed by the directors, who may exerci all the powers of the

company. No alteration of the memorandum or articles and no such direction shall

invalidate any prior act of the directors which would have been valid if that

alteration had not been made or that direction had not been given. The powers

given by this regulation shall not be limited by any special power given to the

directors by the articles, and a meeting of the directors at which a quorum is

prent may exerci all powers exercisable by the directors.

80. The directors may from time to time and at any time by power of attorney

appoint any company, firm or person or body of persons, whether nominated

directly or indirectly by the directors, to be the attorney or attorneys of

the company for such purpos and with such powers, authorities and discretions

(not exceeding tho vested in or exercisable by the directors under the

regulations) and for such period and subject to such conditions as they may

think fit, and any such powers of attorney may contain such provisions for the

protection and convenience of persons dealing with any such attorney as the

directors may think fit and may also authorize any such attorney to delegate

all or any of the powers, authorities and discretions vested in him.

81. The company may exerci the powers conferred by ction 35 of the Ordinance

with regard to having an official al for u outside Hong Kong, and such powers

shall be vested in the directors.

82. The company may exerci the powers conferred upon the company by ctions

103, 104 and 106 of the Ordinance with regard to the keeping of a branch register,

and the directors may (subject to the provisions of tho ctions) make and vary

such regulations as they may think fit respecting the keeping of any such

register.

83. (1) A director who is in any way, whether directly or indirectly, interested

in a contract or propod contract (being a contract of significance in relation

to the company's business) with the company shall, if his interest in the

contract or propod contract is material, declare the nature of his interest

at a meeting of the directors in accordance with ction 162 of the

Ordinance.

(2) A director shall not vote in respect of any such contract or arrangement

in which he is so interested, and if he shall do so his vote shall not be counted,

nor shall he be counted in the quorum prent at the meeting, but neither of the

prohibitions shall apply to-

(a) any arrangement for giving any director any curity or indemnity

in respect of money lent by him to or obligations undertaken by

him for the benefit of the company; or

(b) any arrangement for the giving by the company of any curity to

a third party in respect of a debt or obligation of the company for

which the director himlf has assumed responsibility in whole or

in part under a guarantee or indemnity or by the deposit of a

curity; or

(c) any contract by a director to subscribe for or underwrite shares

or debentures of the company; or

(d) any contract or arrangement with any other company in which he is

interested only as an officer of the company or as holder of shares

or other curities,

and the prohibitions may at any time be suspended or relaxed to any extent,

and either generally or in respect of any particular contract, arrangement or

transaction, by the company in general meeting.

(3) A director may hold any other office or place of profit under the

company (other than the office of auditor) in conjunction with his office of

director for such period and on such terms (as to remuneration and otherwi) as

the directors may determine and no director or intending director shall be

disqualified by his office from contracting with the company either with regard to

his tenure of any such other office or place of profit or as vendor, purchar

or otherwi, nor shall any such contract, or any contract or arrangement entered

into by or on behalf of the company in which any director is in any way interested,

be liable to be avoided, nor shall any director so contracting or being so

interested be liable to account to the company for any profit realized by any such

contract or arrangement by reason of such director holding that office or of the

fiduciary relation thereby established.

(4) A director, notwithstanding his interest, may be counted in the quorum

prent at any meeting whereat he or any other director is appointed to hold any

such office or place of profit under the company or whereat the terms of any such

appointment are arranged, and he may vote on any such appointment or arrangement

other than his own appointment or the arrangement of the terms thereof.

(5) Any director may act by himlf or his firm in a professional capacity

for the company, and he or his firm shall be entitled to remuneration for

professional rvices as if he were not a director; provided that nothing herein

contained shall authorize a director or his firm to act as auditor to the company.

84. All cheques, promissory notes, drafts, bills of exchange and other

negotiable instruments, and all receipts for moneys paid to the company, shall be

signed, drawn, accepted, endord, or otherwi executed, as the ca may be,

in such manner as the directors shall from time to time by resolution determine.

85. The directors shall cau minutes to be made in books provided for the

purpo-

a) of all appointments of officers made by the directors;

b) of the names of the directors prent at each meeting of the directors

and of any committee of the directors;

c) of all resolutions and proceedings at all meetings of the company,

and of the directors, and of committees of directors,

and every director prent at any meeting of directors or committee of directors

shall sign his name in a book to be kept for that purpo.

86. 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 the director's spou or

dependants and may make contributions to any fund and pay premiums for the

purcha or provision of any such gratuity, pension or allowance.

Disqualification of Directors

87. The office of director shall be vacated if the director-

a) ceas to be a director by virtue of ction 155 of the Ordinance; or

b) becomes bankrupt or makes any arrangement or composition with his

creditors generally; or

c) becomes prohibited from being a director by reason of any

disqualification order made under Part IVA of the Ordinance; or

d) becomes of unsound mind; or

e) resigns his office by notice in writing to the company given in

accordance with ction 157D(3)(a) of the Ordinance; or

f) shall for more than 6 months have been abnt without permission of the

directors from meetings of the directors held during that period.

Rotation of Directors

88. At the first annual general meeting of the company all the directors

shall retire from office, and at the annual general meeting in every subquent

year one-third of the directors for the time being, or, if their number is not 3

or a multiple of 3, then the number nearest one-third, shall retire from office.

89. The directors to retire in every year shall be tho who have been

longest in office since their last election, but as between persons who became

directors on the same day tho to retire shall (unless they otherwi agree

among themlves) be determined by lot.

90. A retiring director shall be eligible for re-election.

91. The company at the meeting at which a director retires in manner aforesaid

may fill the vacated office by electing a person thereto, and in default the

retiring director shall if offering himlf for re-election be deemed to have

been re-elected, unless at such meeting it is expressly resolved not to fill such

vacated office or unless a resolution for the re-election of such director shall

have been put to the meeting and lost.

92. No person other than a director retiring at the meeting shall unless

recommended by the directors be eligible for election to the office of director

at any general meeting unless not less than 3 nor more than 21 days before the

date appointed for the meeting there shall have been left at the registered

office of the company notice in writing, signed by a member duly qualified to

attend and vote at the meeting for which such notice is given, of his

intention to propo such person for election, and also notice in writing

signed by that person of his willingness to be elected.

93. The company may from time to time by ordinary resolution increa or

reduce the number of directors, and may also determine in what rotation the

incread or reduced number is to go out of office.

94. The directors shall have power at any time, and from time to time, to

appoint any person to be a director, either to fill a casual vacancy or as an

addition to the existing directors, but so that the total number of directors

shall not at any time exceed the number fixed in accordance with the

regulations. Any director so appointed shall hold office only until the next

following annual general meeting, and shall then be eligible for re-election but

shall not be taken into account in determining the directors who are to retire by

rotation at such meeting.

95. The company may by special resolution remove any director before the

expiration of his period of office notwithstanding anything in the regulations

or in any agreement between the company and such director. Such removal shall

be without prejudice to any claim such director may have for damages for

breach of any contract of rvice between him and the company.

96. The company may by ordinary resolution appoint another person in place of a

director removed from office under the immediately preceding regulation, and

without prejudice to the powers of the directors under regulation 97 the company

in general meeting may appoint any person to be a director either to fill a

casual vacancy or as an additional director. A person appointed in place of a

director so removed or to fill such a vacancy shall be subject to retirement

at the same time as if he had become a director on the day on which the director in

who place he is appointed was last elected a director.

Proceedings of Directors

97. The directors may meet together for the despatch of business, adjourn, and

otherwi regulate their meetings, as they think fit. Questions arising at any

meeting shall be decided by a majority of votes. In ca of an equality of votes,

the chairman shall have a cond or casting vote. A director may, and the

cretary on the requisition of a director shall, at any time summon a meeting of

the directors. It shall not be necessary to give notice of a meeting of

directors to any director for the time being abnt from Hong Kong.

98. The quorum necessary for the transaction of the business of the directors

may be fixed by the directors, and unless so fixed shall be 2.

99. The continuing directors may act notwithstanding any vacancy in their body,

but, if and so long as their number is reduced below the number fixed by or

pursuant to the regulations of the company as the necessary quorum of directors,

the continuing directors or director may act for the purpo of increasing the

number of directors to that number, or of summoning a general meeting of the

company, but for no other purpo.

100. The directors may elect a chairman of their meetings and determine the

period for which he is to hold office; but if no such chairman is elected, or if

at any meeting the chairman is not prent within 5 minutes after the time

appointed for holding the same, the directors prent may choo one of their

number to be chairman of the meeting.

101. The directors may delegate any of their powers to committees consisting

of such member or members of their body as they think fit; any committee so

formed shall in the exerci of the powers so delegated conform to any

regulations that may be impod on it by the directors.

102. A committee may elect a chairman of its meetings; if no such chairman is

elected, or if at any meeting the chairman is not prent within 5 minutes after

the time appointed for holding the same, the members prent may choo one of

their number to be chairman of the meeting.

103. A committee may meet and adjourn as it thinks proper. Questions arising

at any meeting shall be determined by a majority of votes of the members prent,

and in the ca of an equality of votes the chairman shall have a cond or

casting vote.

104. All acts done by any meeting of the directors or of a committee of directors

or by any person acting as a director shall, notwithstanding that it be

afterwards discovered that there was some defect in the appointment of any such

director or person acting as aforesaid, or that they or any of them were

disqualified, be as valid as if every such person had been duly appointed and

was qualified to be a director.

108. A resolution in writing, signed by all the directors for the time being

entitled to receive notice of a meeting of the directors, shall be as valid and

effectual as if it had been pasd at a meeting of the directors duly convened and

held:

Provided that this regulation shall not apply in relation to any contract or

arrangement (not being one of the types specified in regulation 86(2)) in which a

director or directors are interested, unless the number of directors signing the

resolution who are not interested in the contract or arrangement would have

constituted a quorum of directors if a meeting had been held for the purpo of

considering the contract or arrangement.

108.一份书面决议，经由当时所有有权接收董事会议通知书的全体董事签署时，其效力和有效性即等同于正式召开的股东大会所通过的决议：

但本规则不适用在与一名或多名董事有利害关系的任何合约或约定（非正式协议）（并非第86(2)条所规定的其中一种类型），除非签署该决议是与该合约或约定无利害关系的董事，他们的人数已能够构成为该合约或约定举行的会议的法定人数。

Managing Director

常务董事

109. The directors may from time to time appoint one or more of their body to the

office of managing director for such period and on such terms as they think fit, and,

subject to the terms of any agreement entered into in any particular ca, may

revoke such appointment. A director so appointed shall not, whilst holding that

office, be subject to retirement by rotation or be taken into account in determining

the rotation of retirement of directors, but his appointment shall be automatically

determined if he cea from any cau to be a director.

109. 董事可随时委任董事会中一名或多名为常务董事，期限和条件由董事决定，且可根据就特定情况而签订的任何协议条款，撤销此委任；上述如此被任命的董事在担任公职时，将不再遵循董事轮流退休制或也不被列为轮流退休的董事的考虑范畴，但如果他不管因任何原因不再作为董事，他的委任应自动终止。

110. A managing director shall receive such remuneration (whether by way of

salary, commission or participation in profits, or partly in one way and partly in

another) as the directors may determine.

110. 作为一名常务董事，他应收取董事会所确定的酬金（不论是以薪酬、佣金或参与分红的方式或是两者皆有的方式）。

111. The directors may entrust to and confer upon a managing director any of the

powers exercisable by them upon such terms and conditions and with such

restrictions as they may think fit, and either collaterally with or to the

exclusion of their own powers and may from time to time revoke, withdraw, alter or

vary all or any of such powers.

111.董事可按其认为合适的条款规定和限制条件，将其任何权力委托、授予常务董事；而该委托的权力可与他们自身权力并行伴随也可将其排除在外，并且可随时地撤销、撤回、变更或更改该权力的全部或部分。

Secretary

秘书

112. The cretary shall be appointed by the directors for such term, at such

remuneration and upon such conditions as they may think fit; and any cretary so

appointed may be removed by them.

112. 董事们可按其认为恰当的任期、酬金和任职条件决定委任秘书，并且任何获委任的秘书也可被董事们撤换；

113. A provision of the Ordinance or the regulations requiring or authorizing a

thing to be done by or to a director and the cretary 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 cretary.

113.如果公司条例中的条款或条规要求或授权一位董事和秘书去完成该事项，如果执行该事项的人兼任公司董事和秘书，那么就视为不符合公司条例规定。

The Seal

印鉴

114. The directors shall provide for the safe custody of the al, which shall

only be ud by the authority of the directors or of a committee of the directors

authorized by the directors in that behalf, and every instrument to which the al

shall be affixed shall be signed by a director and shall be countersigned by the

cretary or by a cond director or by some other person appointed by the

directors for the purpo.

114.董事们制定妥善保管印章的规定，该印章的使用须经董事们授权批准或授权代表的董事的委员会的批准，并且每份须盖章的文书，均要由董事签字，且由秘书或第二个董事或由董事为此委任的其他人进行连署会签。

Dividends and Rerve

股息红利和储备金

115. The company in general meeting may declare dividends, but no dividend shall

exceed the amount recommended by the directors.

115. 本公司可在全体大会上宣布股息，但任何股息不得超过董事所建议的额度。

116. 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.

117. No dividend shall be paid otherwi than out of profits in accordance with

the provisions of Part IIA of the Ordinance.

118. The directors may, before recommending any dividend, t aside out of the

profits of the company such sums as they think proper as a rerve or

rerves which shall, at the discretion of the directors, be applicable for

any purpo to which the profits of the company may be properly applied, and

pending 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

of the company) as the directors may from time to time think fit. The directors

may also without placing the same to rerve carry forward any profits which they

may think prudent not to divide.

119. Subject to the rights of persons, if any, entitled to shares with

special rights as to dividend, 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 calls shall be treated for the purpos of this regulation as paid

on the share. All dividends shall be apportioned and paid proportionately 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 such share shall rank for dividend accordingly.

120. The directors may deduct from any dividend payable to any member all

sums of money (if any) prently payable by him to the company on account of

calls or otherwi in relation to the shares of the company.

121. Any general meeting declaring a dividend or bonus may direct payment of such

dividend or bonus wholly or partly by the distribution of specific asts and in

particular of paid up shares, debentures or debenture stock of any other company

or in any one or more of such ways, and the directors shall give effect to

such resolution, and where any difficulty aris in regard to such

distribution, the directors may ttle the same as they think expedient, and

in particular may issue fractional certificates and fix the value for

distribution of such specific asts or any part thereof and may determine

that cash payments shall be made to any members upon the footing of the

value so fixed in order to adjust the rights of all parties, and may vest any

such specific asts in trustees as may em expedient to the directors.

122. Any dividend, bonus, interest or other moneys payable in cash in respect

of shares may be paid by cheque or warrant nt through the post directed to

the registered address of the holder or, in the ca of joint holders, to the

registered address of that one of the joint holders who is first named on the

register of members or to such person and to such 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 nt. Any one of 2 or more

joint holders may give effectual receipts for any dividends, bonus, interest

or other moneys payable in respect of the shares held by them as joint holders.

116.

123. No dividend shall bear interest against the company.

Accounts

124. The directors shall cau proper books of account to be kept with respect to-

a) all sums of money received and expended by the company and the

matters in respect of which the receipt and expenditure takes place;

b) all sales and purchas of goods by the company; and

c) the asts and liabilities of the company.

Proper books shall not be deemed to be kept if there are not kept such

books of account as are necessary to give a true and fair view of the state of the

company's affairs and to explain its transactions.

125. The books of account shall be kept at the registered office of the company,

or, subject to ction 121(3) of the Ordinance, at such other place or places as

the directors think fit, and shall always be open to the inspection of the directors.

126. 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 authorized by the directors or by the company in general

meeting.

127. The directors shall from time to time, in accordance with ctions 122, 124

and 129D of the Ordinance, cau 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 referred to in tho ctions.

128. A 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,

together with a copy of the directors' report and a copy of the auditors' report,

shall not less than 21 days before the date of the meeting be nt to every member

of, and every holder of debentures of, the company and to all persons other than

members or holders of debentures of the company, being persons entitled to receive

notices of general meetings of the company:

Provided that this regulation shall not require a copy of tho documents to

be nt to any person of who address the company is not aware or to more than one

of the joint holders of any shares or debentures.

Capitalization of Profits

129. The company in general meeting may upon the recommendation of the

directors resolve that it is desirable to capitalize any part of the amount for

the time being standing to the credit of any of the company's rerve accounts

or to the credit of the profit and loss account or otherwi available for

distribution, and accordingly that such sum be t free for distribution

amongst the members who would have 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 rerve fund

may, for the purpos of this regulation, only be applied in the paying up of

unissued shares to be allotted to members of the company as fully paid bonus shares.

130. Whenever such a resolution as aforesaid shall have been pasd the

directors shall make all appropriations and applications of the undivided profits

resolved to be capitalized 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 otherwi as they think

fit for the ca of shares or debentures becoming distributable in fractions, and

also to authorize 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 capitalization, or (as the ca 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 capitalized, 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.

Audit

131. Auditors shall be appointed and their duties regulated in accordance with

ctions 131, 132, 133, 140, 140A, 140B and 141 of the Ordinance.

Notices

132. A notice may be given by the company to any member either personally or by

nding it by post to him or to his registered address, or (if he has no

registered address within Hong Kong) to the address, if any, within Hong Kong

supplied by him to the company for the giving of notice to him. Where a notice

is nt by post, rvice of the notice shall be deemed to be effected by

properly addressing, prepaying, and posting a letter containing the notice,

and to have been effected in the ca of a notice of a meeting at the

expiration of 48 hours after the letter containing the same is posted, and in

any other ca at the time at which the letter would be delivered in the

ordinary cour of post.

133. A notice may be given by the company to the joint holders of a share by

giving the notice to the joint holder first named in the register of members in

respect of the share.

134. A notice may be given by the company to the persons entitled to a share in

conquence of the death or bankruptcy of a member by nding it through the post

in a prepaid letter addresd to them by name, or by the title of reprentatives

of the decead, or trustee of the bankrupt, or by any like description, at the

address, if any, within Hong Kong supplied for the purpo by the persons

claiming to be so entitled, or (until such an address has been so supplied)

by giving the notice in any manner in which the same might have been given if

the death or bankruptcy had not occurred.

135. Notice of every general meeting shall be given in any manner hereinbefore

authorized to-

a) every member except tho members who (having no registered address

within Hong Kong) have not supplied to the company an address within

Hong Kong for the giving of notices to them;

b) every person entitled to a share in conquence of the death or

bankruptcy of a member who, but for his death or bankruptcy, would be

entitled to receive notice of the meeting; and

c) the auditor for the time being of the company.

No other person shall be entitled to receive notices of general meetings.

Winding up

136. 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 asts of the company (whether they shall consist of property of the

same kind or not) and may, for such purpo, t such value as he deems 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 class of

members. The liquidator may, with the like sanction, vest the whole or any part

of such asts 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 curities

whereon there is any liability.

Indemnity

137. Every director, managing director, agent, auditor, cretary and other

officer for the time being of the company shall be indemnified out of the

asts of the company against any liability incurred by him in relation to the

company in defending any proceedings, whether civil or criminal, in which

judgment is given in his favour or in which he is acquitted or in connexion with

any application under ction 358 of the Ordinance in which relief is granted to

him by the court.

Name(s), Address(es) and Description(s) of Founder Members

[English name (Chine name)]

[Address]

[Description / Occupation]

[English name (Chine name)]

[Address]

[Description / Occupation]