香港公司章程-中英文

ARTICLES OF ASSOCIATION OF HONG KONG CO., LIMITED
香港有限公司组织章程
Preliminary序首
1. The regulations contained in Table "A" in the First Schedule to the Companies Ordinance (Chapter 32) shall apply to the Company save in so far as they are hereby expressly excluded or modified. In case of conflict between the provisions of Table "A" and these presents, the provisions herein contained shall prevail.
1. 除非本章程细则明确地将公司条例(第三十二章)的第一附表“A表”，(下称“A表”)所列出的规则排除或修改，否则“A表”所列出的规则适用于本公司。

假如“A表”所列规则，与本章程细则，内容互相违背，则以本章程细则内容为标准。

2. The company is a private company and accordingly:
(a) the right to transfer shares is restricted in manner hereinafter prescribed;
(b) the number of Members of the company (exclusive of persons who are in the employment of the company and of persons who having been formerly in the employment of the company were while in such employment and have continued after the determination of such employment to be members of the company) is limited to fifty. Provided that where two or more persons hold one or more shares in the company jointly the shall for the purpose of this regulation be treated as a single member;
(c) any invitation to the public to subscribe for any shares or debentures of the company is prohibited.
2. 本公司为私人公司，据此-
(a) 转让股份的权利乃以下文所订明的方式受限制。

(b) 公司的成员人数(不包括受雇用于公司的人，亦不包括先前受雇于公司而在受雇用期间及在终止受雇之后，一直作为公司成员的人)以50名为限。

但就本条而言，凡2名或多于2名人仕联名持有公司一股或多于一股的股份，该等人仕须视为单一名成员；
(c) 禁止任何邀请公众人仕认购公司的任何股份或债权；
Transfer of Shares股份的转让
3. The Directors may decline to register any transfer of shares to any person without giving any reason therefor. The Directors may suspend the registration of transfers during the twenty-one days immediately preceding the Ordinary General Meeting in each year. The Directors may decline to register any instrument of transfer, unless (a) a fee not exceeding two dollars is paid to the Company in respect thereof, and (b) the instrument of transfer is accompanied by the Certificate of 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 transfer.
3. 董事可在无须给予任何理由的情况下，拒绝为任何人仕登记股份转让。

在每年周年大会举行前二十一日，董事可暂停登记股份转让，除下列情况外，董事可拒绝为任何转让文件进行登记除非：a)有关人仕或公司就有关转让文件，支付本公司不超过2元的费用；b)有关人仕或公司能够向本公司董事呈交相关转让文件的股份证明书及其他董事有权合理要求的证据，以证明转让人有权作出该等转让。

Chairman of Directors
4. The Director may elect a chairman of their meetings, and determine the period for which he is to hold office, and unless otherwise determined the chairman shall be elected annually. If no chairman is elected, or if at any meeting the chairman is not present within half an hour of the time appointed for holding the same, the Directors present shall choose someone of their number to be the chairman of such meeting.
4. 董事可选出会议主席并决定其任期。

除另有规定外，主席选举必须每年举行一次。

假如没有选出主席，或主席在任何会议指定时间半小时内仍未出席，则出席的董事可在与会的董事中选出一人，担任会议主席。

5. Unless and until the Company in General Meeting shall otherwise determine, the number of Directors shall not be less than two. The first Directors of the Company shall be nominated in writing by the subscribers to the Memorandum of Association.
5. 除公司在大会另有规定外，董事人数不得少于两人。

首任董事，必须由组织章程大纲内签署的股份认购人以书面提名。

I/We, the undersigned, whose name(s),address(es) and description(s) are hereto subscribed, am/are desirous of being formed into a Company in pursuance of this Memorandum of Association, and I/we respectively agree to take the number of share(s) in the capital of the company set opposite to my/our respective names:--
我/我们，即列具姓名或名称及地址的签署的股份认购人，均意欲依据本组织章程大纲组成一间公司，我/我们并各别同意按照列于我/我们的姓名及相对应的的股份数目，承购公司资本中的股份。

6. A Director who is about to go away from or is absent from Hong Kong may with the approval of the majority of the other Directors nominate any person to be his substitute and such substitute whilst he holds office as such shall be entitled to notice of Meetings of the Directors and to attend and vote thereat accordingly and he shall ipso facto vacate office if and when the appointor returns to Hong Kong or vacate office as a Director or removes the substitute from office and any appointment and removal under this Article shall be effected by notice in writing under the hand of or by cable from the Director making the same. A Director may appoint (subject as above provided) one of the other Directors to be his substitute who shall thereupon be entitled to exercise (in addition to his own right of voting as a Director) such appointor's rights at meetings of the Directors.
6. 董事即将离开香港或不在香港，可在得到大多数董事的批准后，提名任何人仕代替其职位，替代董事在替代期间，有权接收董事会议通知，出席会议及在会议上投票。

当委任人回港或辞任董事或罢免替代董事，替代董事必须离任。

根据本细则所作出的任何委任及罢免，必须由作出此举的董事亲笔以书面形式或以电报形式发出通知，方可作实。

一位董事可(在不抵触上述条文下)委任另一位董事为替代董事。

该替代董事有权在董事会议上行使其本身作为董事的投票权及委托人的投票权。

7. At the Ordinary General Meeting to be held next after the adoption of these Articles and at every succeeding Ordinary General Meeting all Directors shall retire from office and shall be eligible for re-election.
7. 除永久董事外(如获委任),所有董事必须在公司采纳本细则后的第一个普通大会及后的每年普通大会上,辞任董事及可再连任.
8. A Director shall not require any qualification shares.
8. 董事无需持有资格股份。

9. The office of a Director shall be vacated if the Director:
(a) resigns his office by notice in writing to the Company; or
(b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) becomes of unsound mind.
9. 如有下述情形,董事必须离任:-
(a) 以书面通知向公司辞任;或
(b) 破产或与其债权人概括地达成债务偿还安排或债务重整协议;或
(c) 精神不健全.
10. (a) No Director shall be disqualified from his his office by contracting with the Company, nor shall any such contract or any contract entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract by reason only of such Director holding that office, or of the fiduciary relations thereby established but it is declared that the nature of his interest must be disclosed by him at the meeting of the Directors at which the contract is determined on if his interest then exists, or, in any other case, at the first meeting of the Directors after the acquisition of his interest. A Director may vote in respect of any contract or arrangement in which he is interested.
(b) A director of the Company may be or become a Director of any company promoted by this company or in which it may be interested as a vendor, shareholder or otherwise and no such Director shall be accountable for any benefits received as a Director or shareholder of such company.
10. (a)董事不会因为与公司订立合约而丧失出任董事的资格。

亦无须避免以公司代表身份订立合约，纵使订立该等合约可能牵涉董事利益，董事无须向公司交代从订立合约中所得到的利润，或所建立的信托关系。

不过，有关董事须要在决定合约的董事会议上，披露存在的利害关系。

如属其他情况，有关董事须在其获取利益后的第一个董事会会议上作出披露，纵使合约或安排牵涉董事的利害关系，他也可在该会议上投票。

(b)公司董事可在其发起公司内出任董事或以卖家，股东或其他形式出现，以致到该董事与公可有利害关系。

有关董事无须就他在该公司出任股东或董事所得到的利益向公司交代。

11. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their Meetings as they think fit and determine the quorum necessary for the transaction of business. Until otherwise determined, two Directors shall constitute a quorum. If the company shall have only one Director, one Director shall constitute a quorum and the sole Director may, in lieu of minutes of a meeting, record in writing and sign a note or memorandum of all matters requiring a resolution of the Directors. Such not or memorandum shall constitute sufficient evidence of such resolution for all purposes. The sole Director shall provide the
Company with such note or memorandum, or a copy thereof, within 7 days of the signing.
11. 董事在认为合适的情况下，可举行会议处理事务，将会议押后及以其他方式规管会议，并可订定处理事务的法定人数。

直至另行订定，董事开会的法定人数须为两人。

如公司只有一名董事，则一名董事即构成开会的法定人数，并相应执行会议，签署一切董事会的决议。

这种没有记录的决议仍然构成充分的有效性。

唯一的这名董事应当在签署决议7日内提供这样的说明或者备忘录。

12. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors , but the person so chosen shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.
12 假如董事局出现临时空缺，可由其也董事填补，所选出董事的退任日期必须与他所填补被董事的退任日期同一日，犹如他跟所填补董事一样同一日当选。

13. Subject to the provisions of Article 6 hereof, the Directors shall have power at any time, and from time to time, to appoint a person as an additional Director who shall retire from office at the next following Ordinary General Meeting, but shall be eligible for election by the Company at that meetings as an additional Director.
13. 在不抵触本章程细则第六条的情况下,董事有权在任何时间并不时委任任何人出任额外董事.而该董事必须在下次的普通大会上辞任,但不影响他在该大会上被选为额外董事的资格.
14. The Company may by special resolution remove any Director and may by an ordinary resolution appoint another person in his stead. The person so appointed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.If the Company shall have sole Director who is also the sole member, a Reserve Director (who must be 18 years of age or above) may be nominated in General Meeting and set in the place of the sole Director in the event of his death.
14 . 公司可以通过特别决议罢免董事及通过普通决议委任另一人代其出任董事.被委任的董事卸任日期与所替代董事一致,犹如他与所替代董事一样同一日当选为董事. 如果公司只有唯一一位董事，同时也是唯一的成员，则在股东大会上应提名一位候补董事（需年满十八周岁），如果董事死亡，则由候补董事继任。

15. Any resolution of the Board of Directors in writing signed by the majority of the Directors, in whatever part of the world they may be, shall be valid and binding as a resolution of the Directors provided that notice shall have been given to all the Directors of the Company capable of being communicated with conveniently according to the last notification of address by each such Director given to the Registered Office of the Company.
15. 只要公司已将开会通知寄到送到董事最后留在公司注册地址的最近期通讯地址,则无论董事身在世界何方由大多数董事署名的董事局书面决议,如同董事决议一样均为有效及有约束力.
16. Where any notice is required either by these Articles, by Table "A", by the ordinance or
otherwise, to be given to any Director or to any Member of the Company, such shall be valid if given by cable and where any consent, agreement, signature, notice by or authority from any Director or Member of the Company such shall be good and valid if given by cable in spite of the fact that neither the cable nor the document by which the cable is sent bears a written signature. This clause shall not apply to Special Resolutions.
16. 任何根据本细则,A 表,公司条例或其他规则,须向公司董事或成员发出的通知,如以电报发出,视为有效.由公司董事或成员发出的同意书,协议,通知获授权,如以电报发出,不论该电报或文件是否署名,均视为妥当及有效.本条文不适用於特别决议.
Powers of Directors董事权力
17. The Directors, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as my be exercised or done by the Company in General Meeting subject nevertheless to the provisions of the Companies Ordinance (Chapter 32), to these Articles, and to any regulations from time to time made by the Company in General Meetings, provided that no such regulation so made shall invalidate any prior act of the Directors which would have been valid if such regulations had not been made.
17. 除本章程细则及其他明文赋予董事权力及权限外,董事可行使公司在大会上的权力及作出有关行动及事情,但必须符合条例(第三十二章),本章程细则及不时公司在大会上所订立的规则.董事在该等规则未订立前,所做的一切行动,不会因该等规则的订立而变为无效.
18. Without prejudice to the general powers conferred by the preceding Article and the other powers conferred by these Articles, it is hereby expressly declared that the Directors shall have the following powers, that is to say, power:
(a) To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Company.
(b) To purchase or otherwise acquire for the Company or sell or otherwise dispose of any property, rights or privileges which the company is authorised to acquire at such price and generally on such terms and conditions as they shall think fit.
(c) To engage, suspend or dismiss the employees of the company, and to fix and vary their salaries or emoluments.
18. 在不影响现行细则赋予董事的一般全力及本章程细则赋予董事其他权力的原则下,公司现明确的声明董事有下列权力:
(a) 支付筹组公司的发起,组成,创办及注册所引起的成本,费用及支出.
(b) 按董事认为合适的价钱及适当的条款及条件为公司购买或以其他方式收
购或出售或以其他方式处暨公司有权取得的财产权利或特权.
(c) 聘用,解雇公司职员或使他们停职,决定及更改他们的薪金及酬金.
(d) To institute, conduct, defend, compromise or abandon any legal proceedings by or against the Company or its officers, or otherwise concerning the affairs of the Company, and also to compound and allow time for payment of satisfaction of any debts due and of any claims or demands by or against the Company.
(d) 对於公司或其高及人员或以其他形式牵涉公司事务所作出或被针对的法律诉讼提起,处理,进行抗辩,妥协或放弃,并就公司所作出或被针对的索偿及声请所引起的债务,进行和解及
预留支付欠债.
(e) To refer any claims or demands by or against the Company to arbitration and observe and perform the awards.
(f) To make and give receipts, releases and other discharges for moneys payable to the company, and for claims and demands of the Company.
(g) To invest, lend or otherwise deal with any of the moneys or property of the Company in such manner as they think fit having regard to the Company's Memorandum of Association and from time to time to vary or realise any such investment.
(e) 将公司所作出或被针对的索偿声请,诉诸仲裁并遵守及履行裁决.
(f) 对於公司收到的应收款项及索偿声请款项给予收据,并免除及解除他人由此而引起的责任.
(g) 在公司组织章程大纲容许的范围内,按照董事认为合适的方式投资,贷出或以其他方式处理公司钱财产物业,及不时更改变卖此等投资.
(h) To borrow money on behalf of the Company, and to pledge, mortgage or hypothecate any of the property of the Company.
(i) To open a current account with themselves for the Company and to advance any money to the Company with or without interest and upon such terms and conditions as they shall think fit. (j) To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Company as they may consider expedient for, or in relation to, any of the matters aforesaid, or otherwise for the purposes of the Company.
(h) 代表公司借入贷款,并以公司财产作为质押或抵押.
(i) 为公司开立往来帐户,及以董事认为合适的条件及条款垫款给公司,该等垫款可收取利息或不收取利息.
(j) 以公司名义及代表公司,按董事认为有利於公司,就下列事项或其他达到公司目标的事宜,进行协商,订立合约,撤销及更改合约,签署及执行有关的行动,文件及事宜.
(k) To give to any Director, office or other person employed by the Company a commission on the profits of any particular business or trasaction, and such commission shall be treated as part of the working expenses of the Company, and to pay commissions and make allowances (either by way of a share in the general profits of the Company or otherwise) to any person introducing business to the Company or otherwise promoting or serving the interest thereof.
(k) 从某一生意或交易所得的利润抽取佣金给予董事,高级人员或其他公司受雇人士.董事可支付佣金及发放津贴(可以以公司一般利润分发形式或以其他形式发放)予介绍生意给公司的任何人或其他推广或有助利於公司生意的人.佣金必须被视为公司经费的一部分.
(l) To sell, improve, manage, exchange, lease, let, mortgage or turn to account all or any part of the land, property, rights and privileges of the Company.
(m) To employ, invest or otherwise deal with any Reserve Fund or Reserve Funds in such manner and for such purposes as the Directors may think fit.
(n) To execute, in the name and on behalf of the Company, in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company,
such mortgages of the Company's property (present or future) as they think fit, and any such mortgage may contain a power of sale and such other powers, covenants and provision as shall be agreed upon.
(l) 出售,改善,管理,交换,租赁,出租,抵押及利用公司的所有或任何部分的土地物业,财产权力及特权.
(m) 按董事认为合适的方法和用途运用,投资或以其他方式处置储备基金.
(n) 按董事认为合适的情况下,以公司名义及代表公司签署公司物业(现在或将来)的抵押文件予任何董事或其他人作为受惠人仕,而该董事或其他有关人仕可能为了公司利益而承担个人法律责任.按揭文件可包括出售权及其他各方同意的权力,承诺及条款.
(o) From time to time to provide for the management of the affairs of the Company abroad in such manner as they think fit, and inparticular to appoint any persons to be the attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as they think fit.
(p) From time to time to make, vary or repeal rules and by-laws for the regulation of the business of the Company, its officers and servants.
(q) To delegate any or all of the powers therein to any Director or other person or persons as the Directors may at any time think fit.
(o) 按董事认为合适的方式,不时为管理公司海外事务做好准备,尤其是要委任适当人选为公司的授权代表或代理人,赋予他们认为合适的权力及条件(包括可再授权的权力).
(p) 不时制定,更改或废除规则及附例以便调整公司的业务,高级人员及员工.
(q) 按董事认为合适的时间,将本章程细则所列的任何或所有权力转授予其他董事或其他人.
19. Clause 81 of Table "A" shall not apply. 19. A表第81条不适用於本章程细则.
Seal and Cheques印章及支票
20. The Seal of the Company shall be kept by the Board of Directors and shall not be used except with their authority。

20. 公司印章由董事局保管,除得到董事局授权外,不得使用.
21. Every document required to be sealed with the Seal of the Company shall be deemed to be properly executed if sealed with the Seal of the Company and signed by the Chairman of the Board of Directors, or such person or persons as the Board may from time to time authorised for such purpose.
21. 所有需要盖上公司印章的文件,若已盖上公司印章及经由董事局主席或不时经董事局决议通过的授权人士签署,则该文件被视为已妥为签立.
22. All cheques, promissory notes, drafts, bills of exchange, and other negotiable instruments, shall be made signed, drawn, accepted and endorsed, or otherwise executed by the person or persons from time to time authorised by a resolution of the Board of Directors.
22 所有公司支票,本票,票据,汇票及其他可转让的票据必须由董事局主席或不时经董事决议通过的授权人士制定,签署,开出,承兑,背书,或以其他形式签立.
General Meetings公司大会
23. For all purposes, the quorum for all general meetings shall be two members personally
present and holding either in his own right or by proxy at least fifty-one per cent of the paid-up capital of the Company, and no business shall be transacted at any General Meeting unless the requisite quorum be present at the commencement of the business.
23. 不论任何情况,所有大会的法定人数为两名成员,该两名成员可以亲自出席或委派代表人代为出席,该代表人必须自己或代表人身份持有不少於百分之五十一的公司已缴资本.除非在开始处理会务时,大会指定法定人数已列席,否则大会不能处理任何会务.
24. A resolution in writing signed by all the shareholders shall be as valid and effectual as a resolution passed at a general meeting duly convened and held.
24. 一份由所有股东签署的书面决议,其效用及有效性与正式召开大会通过的决议一样.
Votes of Members成员投票
25. All voting of members in respect of any matter or matters shall be by poll and every member present in person or by proxy shall have one vote for each share of which he is holder. 25. 所有成员投票决定任何事项,必须以不记名投票方式进行.每一位亲自出席或已代表人代表出席的成员,以所持股票计,每股一票.
Divisions of Profits利润分配
26. The net profits of the Company in each year shall be applied in or to wards the formation of such reserve fund or funds and in or towards the payment of such dividends and bonuses as the Directors subject to the approval of the Company in General Meeting may direct.
26 董事在得到公司大会的批准后,可指示公司每年的净利润,用作成立储备基金或支付股息及花红.
27. No dividend shall be payable except out of the profits of the Company, and no dividend shall carry interest as against the Company.
27. 除非公司有盈利,否则不得分派股息,所有股息均不能向公司索取利息.
28. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.
28. 股份转让未被登记前,收取该等股份所公布股息的权利不得转移.
29. If two or more persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividends or for other moneys payable in respect of such share.
29. 假如两位或以上人士联名登记为股票持有人,则当中一人可签发有效收据,以证明收妥所持股票的股息或任何应收款项.
30. The Director may retain any dividends payable on shares on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.
30. 对於公司有留置权的股票,董事可以保留支付有关股票的股息,并可将该等股息用作清偿留置权所涉及的债项及债务.
31. All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for benefit of the Company until claimed.
31. 对於股息公布后一年内没有人领取的股息,董事可为公司利益著想,运用股息投资或以其他方式运用,直至有人领取股息为止.
Secretary秘书
32. The Directors may from time to time by resolution appoint or remove a Secretary. In the event that the secretary appointed is a corporation or other body, it may act and sign by the hand of any one or more of its directors or officers duly authorized. The first secretary of the Company shall be WONDERFUL SECRETARIAL BUSINESS LIMITED.
32. 董事可以通过决议任命或解除秘书。

如果被任命的秘书是公司或其他机构，可经其一位或多位董事或正式授权的人员签署及执行。

本公司的第一任秘书是。