【正文】 tors 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。 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 fromwhich the stock arose.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 pany and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the pany and in the assets 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 pany as are applicable to paidup shares shall apply to stock, and the words share and shareholder therein shall include stock and stockholder.Alteration of Capital42. The pany may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe.43. The pany may by ordinary resolutiona) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares。b) subdivide 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 section 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 pany may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorized, and consent required, by law.Purchase of own Shares47A. Subject to sections 49 to 49S of the Ordinance, the pany may purchase its own shares (including any redeemable shares). * Note Exp. XRef.: 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 sections 49I to 49O of the Ordinance, the pany may make a payment in respect of the redemption or purchase of its own shares otherwise than out of the distributable profits of the pany or the proceeds of a fresh issue of shares. * Note Exp. XRef.: Sections 49I, 49J, 49K, 49L, 49M, 49N, 49O *47C. Notwithstanding section 49B(1) and (2) but subject to sections 49, 49A, 49B(6), 49F, 49G, 49H, 49I(4) and (5), 49P, 49Q, 49R and 49S of the Ordinance (except that such purchases may be made either out of or otherwise than out of the distributable profits of the pany or the proceeds of a fresh issue of shares), the pany may purchase its own shares (including any redeemable shares) in order toa) settle or promise a debt or claim。b) eliminate a fractional share or fractional entitlement or an odd lot of shares (as defined in section 49B(5) of the Ordinance)。c) fulfil an agreement in which the pany has an option, or under which the pany is obliged, to purchase shares under an employee share scheme which had previously been approved by the pany in general meeting。 ord) ply with an order of the court underi. section 8(4)ii. section 47G(5), where such order provides for the matters referred to in section 47G(6)。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 each