【正文】 y agreement then existing between all members for the time being. 所有有關(guān)股份的出售、轉(zhuǎn)讓、質(zhì)押、收費(fèi)或者處置都應(yīng)遵守股東之間既有的協(xié)議。38. The Directors shall be bound to register a transfer of shares if:(a) the transfer is in accordance with these Articles and any agreement then existing between all members for the time being。 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(huì)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?zhuān)渲型庾袷噩F(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。40. If the Directors refuses to register a transfer, it shall, within two months after the date on which the transfer was lodged with the Company, send to the transferee notice of the refusal.如果董事會(huì)拒絕辦理股份轉(zhuǎn)讓登記，那么自受讓人向公司提交轉(zhuǎn)讓登記之日起 2 個(gè)月內(nèi)，董事會(huì)應(yīng)向受讓人發(fā)出拒絕辦理轉(zhuǎn)讓登記的通知。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(huì)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?zhuān)磕曛兄罐D(zhuǎn)讓登記的日期總和不得超過(guò) 30 天，在中止轉(zhuǎn)讓登記的日期延長(zhǎng)的，不得超過(guò) 99（2 ）（a ）規(guī)定的日期。42. No fee shall be charged for registration of any instrument of transfer or other document relating to or affecting the title to any share.不得對(duì)股份轉(zhuǎn)讓登記收費(fèi)。TRANSMISSION OF SHARES43. In the case of the death of a member, the survivor, where the deceased was a joint holder, and the legal personal representatives of the deceased, where he was a sole holder, shall be the only persons recognised by the Company as having any title to his shares。 but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which has been jointly held by him with other persons.當(dāng)一股東死亡，如果死亡股東是個(gè)聯(lián)合持股人，公司應(yīng)承認(rèn)其他聯(lián)合股東有權(quán)享有股份權(quán)益，如果死亡股東為單獨(dú)持股人，則其法定個(gè)人代表有權(quán)享有股份權(quán)益；但不得適用本章程之規(guī)定去免除一死亡聯(lián)合股東的與他和其他人所持股份相關(guān)的財(cái)產(chǎn)的任何義務(wù)。44. Any person being entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or Adherence to any shareholders’ agreementNotice of refusal to registerSuspension and registrationNo fee payable on registrationTransmissionElections permitted12 / 40suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be.凡因股東死亡或破產(chǎn)而取得股份所有權(quán)的人，一旦出示董事會(huì)隨時(shí)正當(dāng)要求出示的證據(jù)，可按以下規(guī)定，或自己登記作為股東，或提名讓某人登記作為受讓人，但這兩種情況，董事會(huì)均有權(quán)按該股東死亡或破產(chǎn)前轉(zhuǎn)讓其股份時(shí)的情況一樣，拒絕或中止登記。45. If the person so being entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.如取得所有權(quán)的人要自己登記作為股東，他必須向公司送達(dá)親自簽署的書(shū)面通知，說(shuō)明他的選擇。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(shū)以證明他的選擇。本章程上述所有有關(guān)轉(zhuǎn)讓權(quán)利和轉(zhuǎn)讓登記的限制、限定和規(guī)定均應(yīng)適用于此種通知書(shū)或轉(zhuǎn)讓書(shū)，就像原股東未死亡或未破產(chǎn)而由該股東自己簽署通知書(shū)或轉(zhuǎn)讓書(shū)一樣。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(huì)相關(guān)之權(quán)利。 由于董事會(huì)可隨時(shí)向當(dāng)事人發(fā)出通知，要求其在登記為股東或轉(zhuǎn)讓股份之間進(jìn)行選擇，而相關(guān)的通知如果在 90 天內(nèi)沒(méi)有被回復(fù)，董事會(huì)有權(quán)暫停股息、花紅或其它股份收益的分配，直至上述通知被發(fā)回公司。47. Any person to whom the right to any shares in the Company 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.有權(quán)要求在 28 天內(nèi)辦理登記事宜。CONVERSION OF SHARE