【正文】
thinks proper. This power shall not apply to redeemable shares, which shall be governed by the provisions of Article 6.在不違反公司條例和公司股東大會(huì)決議的情況下,所有未發(fā)行之股份應(yīng)由董事會(huì)處置(按照開曼公司法),董事會(huì)可依其認(rèn)為適當(dāng)之時(shí)間、條款和條件,向其認(rèn)為適當(dāng)之對象提供分配、授與該等股份之選擇權(quán)、發(fā)行憑證或其它相等之權(quán)利。此種傭金可用現(xiàn)金支付,或用繳清股款或繳清部分股款的股票支付,或部分用現(xiàn)金部分用股票支付。9. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or be pelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.除法令另有規(guī)定外,本公司不承認(rèn)任何人以信托持有股份。除公司法、本章程之條文之規(guī)定外,亦毋須承認(rèn)其它股份相關(guān)之權(quán)利,但本公司可按公司法發(fā)行部分股份的權(quán)利。11. All the provisions of these Articles relating to general meetings of the Company or the proceedings thereat (including the provisions of Article 75) shall, mutatis mutandis, apply to every separate general meeting of the holders of a class of shares, except that the necessary quorum shall be two persons at least holding or representing by proxy onethird in nominal amount of the issued shares of the class or, at any adjourned meeting of such holders, those members who are present in person or by proxy, whatever their holdings and the holders of shares of the class shall, on a poll, have one vote in respect of every share of the class held by them respectively.每次特別股東會(huì)將準(zhǔn)用公司章程內(nèi)有關(guān)股東會(huì)之條文,但其法定出席人數(shù)應(yīng)以該類股之發(fā)行股份股東或其代表出席之股東會(huì),任何持有該類股之股東或其代表可要求投票表決。SHARE CERTIFICATES13. Every member, upon being the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall be under a Seal and shall specify the shares to which it relates, and the amount paid up thereon. In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate for each class of shares so held, and delivery of a certificate for a share to one of several joint holders shall be deemed sufficient delivery to all such holders.Variation of rightsSpecial class rights in general meetingSpecial rights not variedMembers39。公司也可以應(yīng)股東要求,就其所持股份有償向股東發(fā)放多份股權(quán)憑證。就數(shù)人持一股或數(shù)股情況而言,公司無義務(wù)向所有聯(lián)合股東發(fā)放卡證,每股只需向其中一個(gè)股東發(fā)放一張卡證即可。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。 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(huì)可隨時(shí)向股東催繳股款(不論是就票面價(jià)值或是溢價(jià)),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(jià)值的 25 % ,或繳款日期超過上次催繳所定支付日期一個(gè)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(shí)間或地點(diǎn))在規(guī)定的時(shí)間和地點(diǎn)向公司繳納所催繳的款額。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(huì)通過催繳通知決議時(shí)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(huì)便可按所催繳股款的數(shù)額和支付時(shí)間區(qū)分股東。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。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(shí)或在某一規(guī)定日期應(yīng)繳納的股款,不論是票面價(jià)值或溢價(jià),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(xiàng)到期支付的情況而適用本章程所有有關(guān)利息和各種費(fèi)用的支付、沒收或其他事項(xiàng)的有關(guān)規(guī)定。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。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(shí)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(gè)人名義登記的,目前應(yīng)由他或用他的財(cái)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(huì)可隨時(shí)宣布任何股份全部或部分不受本章程規(guī)定約束。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 g