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香港公司章程模板中英文(存儲版)

2025-09-03 07:44上一頁面

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【正文】 his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares.凡股份被沒收的人將不再是被沒收股份的股東,但他仍然應負責支付至沒收之日應由他向公司支付的有關股份的所有款額(連同年利率為 8%的就該筆未償付款額利息,從沒收之日算起,如果董事會認為應當支付此種利息),但如果他交足所有有關股份的此種款項,其責任應從繳清之時予以終止。26. The proceeds of the sale, after payment of the costs thereof, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and any residue shall be paid to the person entitled to the shares at the date of the sale.銷售所得應由公司接收,用于支付所屬留置部分現已到期應付的款項,如有剩余,應當(扣除在出售前同樣屬于留置款項,但目前尚還未到期的款額)交付給在銷售之日股份的持有人。21. The Directors may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, bee presently payable) pay interest at such rate as may be agreed upon between the Directors and such member.22. 只要認為恰當,董事會可接收股東自愿提前繳納的未經催繳的全部或部分股款,且就提前繳納的全部或部分股款支付利息(直到如不提前交付,該股款到期應付為止),具體可由董事會和股東在提前繳款時協(xié)商。 provided that no call shall exceed onefourth of the nominal amount of the share or be payable at less than one month from the date fixed for the payment of the last preceding call and each member shall (subject to receiving at least fourteen days39。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.股東所擁有的優(yōu)先股的權利或其他權利,除非本章程另有明文規(guī)定,均應視為可因設立或發(fā)行同等股票而作變更。8. In addition to all other powers of paying missions, the Company may exercise the powers of paying missions conferred by the Ordinance, provided that the rate per cent or the amount of the mission paid or agreed to be paid shall be disclosed in the manner required by the Ordinance and the rate of the mission 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 missions 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.公司有權按 《公司法》 規(guī)定支付傭金,但應將支付或同意支付的傭金比率或數額按 《公司法》 規(guī)定的方式予以披露,且傭金比率不得超過有關股份發(fā)行價格的 10 % ,或傭金數額不得超過等同于該發(fā)行價格 10 %的數額(依情況而定)。Construction3 / 40(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。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。Hong Kong means the Special Administrative Region of Hong Kong。COMPANY NO. [*****]THE COMPANIES ORDINANCE, CAP. 32A PRIVATE COMPANY LIMITED BY SHARESARTICLES OF ASSOCIATIONOF[****** HOLDINGS LIMITED](Adopted by special resolution passed on [?] 2022)PRELIMINARY1. 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。2 / 40the holder in relation to shares means the members whose name is entered in the Register as the holder of shares。Seal means the mon seal of the Company or any official seal that the Company may be permitted to have under the Ordinance。(f) the word Directors in the context of the exercise of any power contained in these Articles includes any mittee 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。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.在不違反公司條例和公司股東大會決議的情況下,所有未發(fā)行之股份應由董事會處置(按照開曼公司法),董事會可依其認為適當之時間、條款和條件,向其認為適當之對象提供分配、授與該等股份之選擇權、發(fā)行憑證或其它相等之權利。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 onethird 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.每次特別股東會將準用公司章程內有關股東會之條文,但其法定出席人數應以該類股之發(fā)行股份股東或其代表出席之股東會,任
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