【正文】 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, serve 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 service 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 nonpayment 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 plied 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 otherwise disposed 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 whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the pany all moneys which, at the date of forfeiture, were payable by him to the pany in respect of the shares, but his liability shall cease if and when the pany 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 secretary of the pany, and that a share in the pany 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 pany 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 disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase 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 these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the terms of issue of a share, bees 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 Stock38. The pany may by ordinary resolution convert any paidup shares into stock, and reconvert any stock into paidup 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 arose might previously to conversion have been transferred, or as near thereto as circumstances admit。28. The pany 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. 本公司有權就每份遺囑認證、遺囑遺產管理證明書、死亡證明、 證明、授權書或其它文書收取不超過$5的登記費用。董事會可決定延長或撤銷通知。9. If a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of $5 or such less sum and on such terms (if any) as to evidence and indemnity and the payment of outofpocket expenses of the pany of investigating evidence as the directors think fit.9. 如果記名股票遭污損、遺失或損壞，可在繳付$ 5或董事認為恰當?shù)妮^小數(shù)額，以及董事會認為符合關于證據、補償、調查證據的實際費用開支的相關條款規(guī)定情況下（如有的話），予以補發(fā)。 “本條例”(Ordinance)指《公司條例》（第32章）；seal (印章) means the mon seal of the pany。Third: The liability of the members is limited.第三：股東的法律責任是有限的。36 / 36Sample A (Table A)范本A(表A)THE COMPANIES ORDINANCE (CHAPTER 32)公司條例(第32章)Private Company Limited by Shares 私人股份有限公司MEMORANDUM OF ASSOCIATION 組織章程大綱（對內）組織組織章程大綱OF[NAME OF THE COMPANY]公司的名稱First: The name of the pany is第一：本公司的名稱是“ENGLISH COMPANY NAME公司的中文/英文名稱Second: The registered office of the pany will be situated in Hong Kong.第二：本公司的注冊辦事處將位于香港。Interpretation釋義1. In these regulationsOrdinance (本條例) means the Companies Ordinance (Cap 32)。但如果股份（一股或多股）是由多人聯(lián)名持有，本公司無須就此發(fā)行多于一張股票，可就這一股向數(shù)位聯(lián)名持有人其中的一人寄送一張股票，即已作為充分交付該股票給其各聯(lián)名持有人。如果每次催繳額未超過股票面值的1/4，或其繳款日期超過了上次催繳所定支付日期的一個月，那么每位股東須（但至少要收到14 天通知，說明繳款的時間或地點）在規(guī)定的一次或多次時間和地點向公司繳付所要繳付的股份款。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 section 99(2)(a) of the Ordinance, for more than that extended period.27. 董事會可隨時決定中止辦理股份轉讓登記的時間和期間；但于任何年度內，該股份轉讓登記的中止辦理時間不得超過30天，或根據本條例99(2)(a)規(guī)定，該年度股東登記辦理的終止的延期時間，不得超過規(guī)定的延期時間。33. Any person to whom the right to any shares in the pany 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.33. 任何已通過法律實施，因股份轉讓而擁有公司任何股權的人，如果董事拒絕登記該股份的轉讓，該人有權要求董事會在28天內提供一份拒絕理由的陳述書。iii. section 168A(2), of the Ordinance.Allotment of Shares45. The directors shall not exercise any power conferred on them to allot shares in the pany without the prior approval of the pany in general meeting where such approval is required by section 57B of the Ordinance.General Meetings46. The Company shall in e