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香港公司章程模板中英文20xx【整理版】(編輯修改稿)

2024-08-31 07:15 本頁面
 

【文章內(nèi)容簡介】 stigating 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。CALLS ON SHARES15. Subject to any terms upon which any shares may have been issued 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 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。 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 the time fixed for its payment postponed by the Directors.董事會可隨時向股東催繳股款(不論是就票面價值或是溢價),而不必按股票分配條款規(guī)定的期限,只要催繳的款額未超過股票票面價值的 25 % ,或繳款日期超過上次催繳所定支付日期一個月,所有股東必須(但至少得在 14 天前收到通知,說明繳款的時間或地點)在規(guī)定的時間和地點向公司繳納所催繳的款額。董事會可以撤銷或延長繳款通知。16. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments.催繳股款通知應(yīng)被視為是在董事會通過催繳通知決議時已經(jīng)發(fā)出,且可規(guī)定分期支付17. The Directors may, on issue of shares, differentiate between the holders of a share as to the amount of calls to be paid and the times of payment.一旦股票發(fā)行,董事會便可按所催繳股款的數(shù)額和支付時間區(qū)分股東。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。19. If a sum called in respect of a share is not paid before or on the day appointed for payment, 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 ten 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.Replacement CertificatesPowers to make callsTime when call madeDifferentiation on callsLiability of joint holdersInterest payableLON26980452/3 Page 7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上繳清款項之時為止的利息,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。20. Any sum which by the terms of issue of a share bees 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 purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same bees payable. In case of nonpayment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had bee payable by virtue of a call duly made and notified.凡按股票發(fā)行條款規(guī)定在分配時或在某一規(guī)定日期應(yīng)繳納的股款,不論是票面價值或溢價,根據(jù)本章程規(guī)定,均應(yīng)視為是發(fā)有正式催繳通知,且應(yīng)在股票發(fā)行條款規(guī)定的日期予以繳款,倘若不繳,應(yīng)視正式催繳股款后款項到期支付的情況而適用本章程所有有關(guān)利息和各種費用的支付、沒收或其他事項的有關(guān)規(guī)定。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(rèn)為恰當(dāng),董事會可接收股東自愿提前繳納的未經(jīng)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(yīng)付為止),具體可由董事會和股東在提前繳款時協(xié)商。LIEN23. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently 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 presently 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 Article. The Company39。s lien, if any, on a share shall extend to all dividends payable thereon.對所有已經(jīng)催繳的或在規(guī)定時間應(yīng)繳的股款(不管目前是否應(yīng)繳)的股份(未繳清股款的股份),公司都享有優(yōu)先留置權(quán),對所有以個人名義登記的,目前應(yīng)由他或用他的財產(chǎn)向公司支付股款的所有股份(繳清股款的股份除外),公司也享有優(yōu)先留置權(quán);但董事會可隨時宣布任何股份全部或部分不受本章程規(guī)定約束。公司對股份享有的留置權(quán),如果有,應(yīng)當(dāng)擴大適用到與股份有關(guān)的所有紅利上。24. The Company may sell, in such manner as the Directors thinks fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen 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 presently payable, has been given to the registered holder for the time being of the share, or the person entitled to the share by reason of his death or bankruptcy.Deemed callInterest payment on callCompany to have lien on sharesEnforcement on lien by saleLON26980452/3 Page 8公司可按董事會認(rèn)為適當(dāng)?shù)姆绞匠鍪酃鞠碛辛糁脵?quán)的股份,但只有當(dāng)與留置權(quán)有關(guān) 的一筆款項到期應(yīng)付后,或在將要求支付與留置權(quán)有關(guān)的應(yīng)付部分款項的書面通知送交注冊股東,或因股東死亡或破產(chǎn)而送交有權(quán)接收股份的人 14 天后方可進行出售。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。買方應(yīng)登記作為所轉(zhuǎn)讓股份的股東,他無義務(wù)負(fù)責(zé)購買資金的使用,他對股份的所有權(quán)也不得因銷售程序的不正規(guī)或無效而受影響。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,
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