【正文】 hat period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect。Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company。Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including any statutory reenactment or modification thereof for the time being in force。(c) words denoting the singular number include the plural number and vice versa, words denoting the masculine gender include the feminine gender and words denoting persons include corporations。 and(d) the pany shall not have power to issue share warrants to bearer. 本公司為私人公司，據(jù)此 (a) 轉(zhuǎn)讓股份的權(quán)利乃以下文所訂明的方式受限制。除依法令要求外，僅承認(rèn)股票持有人對于股份之全部有絕對權(quán)利(即使公司已受到通知)，公司毋須承認(rèn)或被迫承認(rèn)股份之任何衡平法上的權(quán)利、有條件的、將來或股份的實(shí)際權(quán)利。每個(gè)股權(quán)憑證應(yīng)標(biāo)明對應(yīng)股份的情況和繳納情況。18. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.共有股東對繳納股資負(fù)有連帶責(zé)任。公司對股份享有的留置權(quán)，如果有，應(yīng)當(dāng)擴(kuò)大適用到與股份有關(guān)的所有紅利上。Giving effect to saleApplication of proceedsNotice requiring payment of cashNotice contentForfeiture for nonpliance9 / 4030. Subject to the Ordinance, a forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors thinks fit。出售或處置股份如有所得，公司可以接受，且可向股份購買人或接受處置股份的人簽發(fā)轉(zhuǎn)讓書，憑此他可登記作為股東，如果有購買資金，他無義務(wù)負(fù)責(zé)資金的使用，他對股份的所有權(quán)不得因沒收、出售、或處置股份的程序不當(dāng)或不合法而受影響。 and(b) a form of transfer is lodged at the office, or at such other place as the directors may appoint, and is acpanied by the certificate for the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfers.在以下情況下，董事會應(yīng)辦理股份登記：1. 股份轉(zhuǎn)讓依本公司章程和股東之前的約定發(fā)生，并且有相關(guān)的股權(quán)證明和其它董事要求出示的能夠證明轉(zhuǎn)讓股份的憑證No requirement for additional fundingForm and execution of transfer of shareInstrument of transferRestriction on transferRegistration of transfer11 / 4039. No transfer of shares shall be registered unless the transferee (if not already a member) has entered into and delivered to the pany a legally binding mitment, 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.除非受讓人（如果還不是股東）已訂立并交付給公司具有法律約束力的承諾，在這樣的形式和實(shí)質(zhì)的股東可能需要須登記任何股份轉(zhuǎn)讓，其中同意遵守現(xiàn)有成員之間的（從其他比 tranferor）作為本公司股東的關(guān)系有關(guān)任何協(xié)議。如果他選擇讓他人登記，他必須給他人制作一份股份轉(zhuǎn)讓書以證明他的選擇。46. A person being 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 plied 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 plied with.因股東之死亡或破產(chǎn)而取得股份者，有權(quán)取得與該死亡或破產(chǎn)之股東相同之股利及其它利益，但直至該人登記于股東名簿后，始得行使與股東會相關(guān)之權(quán)利。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 (2)(a) of the Ordinance, for more than that extended period.董事會可隨時(shí)決定從某時(shí)起暫時(shí)中止一段時(shí)間登記轉(zhuǎn)讓，但每年中止轉(zhuǎn)讓登記的日期總和不得超過 30 天，在中止轉(zhuǎn)讓登記的日期延長的，不得超過 99（2 ）（a ）規(guī)定的日期。Sale of forfeited sharesLiability following forfeitureSurrender of sharesEvidence of forfeiture or surrender10 / 40FURTHER FINANCING34. Other than as provided in any agreement then existing between the members relating to their relationship as members of the Company, no member shall be required to provide additional funding to the Company whether by way of: (i) subscribing for shares or any instrument, document or security granting a right of subscription for, or conversion into shares。董事會可以授權(quán)他人執(zhí)行轉(zhuǎn)讓被沒收的股份。25. To give effect to any such sale the Directors may authorise some person to execute a transfer of the shares sold to the purchaser thereof. The purchaser shall be entered in the Register as the holder of the shares prised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.為執(zhí)行此種銷售，董事會可授權(quán)某人將所售股份轉(zhuǎn)讓給買方。 but the Directors shall be at liberty to waive payment of such interest wholly or in part.Replacement CertificatesPowers to make callsTime when call madeDifferentiation on callsLiability of joint holdersInterest payable7 / 40如果在規(guī)定之日沒有繳清所催繳的某筆股款，應(yīng)繳股款的人應(yīng)繳納從規(guī)定繳款之日起到事實(shí)上繳清款項(xiàng)之時(shí)為止的利息，年利率不得超過本金的 10% ，數(shù)目由董事會決定，但董事會也有權(quán)全部或部分免去此種利息。14. If a share certificate is worn out, defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses incurred by the Company in investigating evidence but otherwise free of charge, and (in the case of defacement or wearing out) on delivery of the old Certificate.如果股權(quán)證丟失、損毀、破損，可以要求更新。Redeemable SharesDisposal of sharesCommissionsTrusts not recognised5 / 40VARIATION OF RIGHTS 變更股份附加之權(quán)利10. Whenever the share capital of the Company is divided into different classes of shares, the rights attache