发布时间 : 星期五 文章最新开曼群岛公司章程与组织管理细则中英对照更新完毕开始阅读6ceebd3ca66e58fafab069dc5022aaea998f4169
representing by proxy at least one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.
当股份资本分为不同种类的股票时，每种股票所附带的权利（除非该种股票的发行条件另有规定）， 经该种发行股票 四分之三的股民书面认可，或经该种股票股民召开股东特别大会通过决议专门许可， 则可以变更。本章程有关股东大会的规定在细节上作必要修改后可适用于此种股东特别大会，但会议 法定人数至少必须为一人，持有或代表该发行股票三分之一的股份，且任何参加大会的股东或股东代 表均可要求进行投票。
13. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms of issue o f the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith
股民所拥有的优先股的权利或其他权利，除非股票发行条款另有明文规定，均应视为可因设立或发行同等股 票而作变更。
COMMISSION ON SALE OF SHARES 股份出售的佣金
14. The Company may in so far as the Statute from time to time permits pay a commission to any person in
consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgemen t of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage as may be lawful
本公司据法令可允许随时向任何人支付佣金，考虑到他无轮在有无条件下认购或同意认购公司股份。此种佣 金可用现金支付，或用缴清股款或缴清部分股款的股票支付，或部分用现金部分用股票支付。在每次发行股 票时，公司也可依法如此支付经纪费。
NON-RECOGNITION OF TRUSTS 信托的不承认性
15. 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 compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
公司不承认任何人按信托持有任何股份，公司无义务或责任承认（即使作出有关通知）任何股票或股票单位所附的衡平法上的权益，或 有权益、未来权益或部分权益（除非本章程或法律另有规定）或与任何股票有关的任何其他权益，注册股东享有的总体绝对权利除外。
LIEN ON SHARES 股份的留置权
16. The Company shall have a first and paramount lien and charge on all shares (whether fully paid -up or not)
registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company's lien (if any) thereon. The Compa ny's lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.
对所有已经催缴的或在规定时间应缴的股款（不管目前是否应缴）的股份（未缴清股款的股份），公司都享 有优先留置权，对所有以个人名义登记的，目前应由他或用他的财产向公司支付股款的所有股份（缴清股款 的股份除外），公司也享有优先留置权；但董事会可随时宣布任何股份全部或部分不受本章程规定约束。任 何股份转让的登记应在公司留置之前立即已弃权方式操作。公司对股份享有的留置权，如果有，应当扩大适 用到与股份有关的所有红利上。
17. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a
lien, but no sale shall be made unless a 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 or holders for the time being of the share, or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy
公司可按董事会认为适当的方式出售公司享有留置权的股份，但只有当与留置权有关
的一笔款项到期应付后，或在将要求支付与留置权有关的应付部分款项的书面通知送交注册股东，或因股东死亡或破 产而送交有权接收股份的人 14 天后方可进行出售。
18. To give effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised 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
为执行此种销售，董事会可授权某人将所售股份转让给买方。买方应登记作为所转让股份的股东，他无义务 负责购买资金的使用，他对股份的所有权也不得因销售程序的不正规或无效而受影响。
19. The proceeds of such sale shall be received by the Company and applied in payment of such part of the
amount in respect of which the lien exists as is presently payable a nd the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.
销售所得应由公司接收，用于支付所属留置部分现已到期应付的款项，如有剩余，应当（扣除在出售前同样属于留置款 项，但目前尚还未到期的款额）交付给在销售之日股份的持有人。
CALL ON SHARES 股款通知
20. (a) The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall 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 fourtee n days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the shares. A call may be revoked or postponed as the Directors may determine. A call may be made payable by instalments.
董事会可随时向股东催缴股款（不论是就票面价值或是溢价），而不必按股票分配条款规定的期限，只要缴款日期超过上 次催缴所定支付日期一个月，所有股东必须（但至少得在 14 天前收到通知，说明缴款的时间或地点）在规定的时间和地 点向公司缴纳所催缴的款额。董事会可以撤销或延长缴款通知。缴款通知应可允许分期付款。
(b) A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. (c)
The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
（b）催缴股款通知应被视为是在董事会通过催缴通知决议时已经发出 (c)一股份的联合股东可共同或分别支付所催缴的股款。
21. If a sum called in respect of a share is not paid before or on a day appo inted for payment thereof, the
persons 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 either wholly or in part.
如果在规定之日没有缴清所催缴的某笔股款，应缴股款的人应缴纳从规定缴款之日起到事实上缴清款项之时为止的利息， 年利率不得超过本金的 10 % ，数目由董事会决定，但董事会也有权全部或部分免去此种利息。
22. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether
on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of non-payment all the relevant provisions of these
Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 凡按股票发行条款规定在分配时或在某一规定日期应缴纳的股款，不论是
票面价值或溢价，根据本章程规定，均应 视为是发有正式催缴通知，且应在股票发行条款规定的日期予以缴款，倘若不缴，应视正式催缴股款后款项到期支 付的情况而适用本章程所有有关利息和各种费用的支付、没收或其他事项的有关规定。
23. The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls or
interest to be paid and the times of payment.
一旦股票发行，董事会便可按所催缴股款的数额和支付时间区分股东
24. (a) The Directors may, if they think fit, receive from any Member willing to advance the same, all or any
part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would but for such advances, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) seven per cent per annum, as may be agreed upon between the Directors and the Member paying such sum in advance.
只要认为恰当，董事会可接收股东自愿提前缴纳的未经催缴的全部或部分股款，且就提前缴纳的全部或部分股款支付利息（直 到如不提前交付，该股款到期应付为止），年利率不得超过（公司股东大会另有决议除外） 7 % ，具体可由董事会和股东在提 前缴款时协商。
(b) No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a
dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
提前缴款的通知应市使股东有权利在任何提前日期之前交付决议分派股利的一部分，但至于这一部分
付款，目前可缴。
FORFEITURE OF SHARES 股份的没收
25、(a) If a Member fails to pay any call or instalment of a call or to mak e any payment required by the terms
of issue on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, instalment or payment remains unpaid, give notice requiring
payment of so much of the call, instalment or payment as is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such
non-payment. Such notice shall name a day (not earlier than the expiration of fourteen da ys from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which such notice was given will be liable to be forfeited.
25. (a) 如果某位股东没有偿付任何催收的股款或分期支付该股款或没有在发行条款指定的支付日支付，董 事可以在其后的催收任意部分的股款、分期付款或余下未付的款项期间中的任何时间发出通知，要求将催收 任意部分的股款、分期付款或余下未付的款项与因该等未付款项而招致的任何利息及全部费用同时支付。该 等通知应在通知要求付款当天或之前指定一个日期并规定如果在该被指定的时间或之前与该通知有关的股份 应被没收。
(d) If the requirements of any such notice as aforesaid are not compli ed with, any share in respect of
which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture.
（b）如果不符合该等没收通知的要求，那么任何与该通知相关的股份在通知要求的支付日之前可
能在其后的任何时候通过生效的董事决议被没收。该没收包括已经公告的与没收股份相关的及没 收前未现实支付的全部股息；
(e) 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.
（c）被没收的股份应被出售或根据该等条款和董事认为适宜的方式处置，并且在出售和处置前的任何时
候，该没收可以依据董事认为适宜的条款撤回。
26、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 Company all monies which, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares.
26/股份已被没收之人不再是被没收股份的股东，但是尽管仍然有义务向公司支付在没收日 其应向公司支付的包括利息在内的全部款项，应由其自己向公司支付关于股份和利息的款
项，但是如果公司已经接收到任何与该股份有关的应付的所有款项的全额付款，则其付款义 务终止。
27. A certificate in writing under the hand of one Director or the Secretary of the Company that a share in theCompany has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration 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
27/由公司一位董事或秘书出具的表明公司的某股份已经于公告中所述的日期被正式的没收的书面证明可 作为排斥所有人在该股份上主张权利的确证。公司可以接受在任何出售货处置中该股份的对价并且可以签 署有利于股份受让方或被处置方的股权转让。该等股份受让方将因此登记为股份的持有者，并且不负责该 购买款项的索取（如有），并且其股份上的权利不应被没收、出售或处置股份中的任何无序和无效所影响
28. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which,by the terms of issue of a share, becomes 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.
28/本章程中与没收相关的条款适用于未支付任何款项的金额。该款项是基于股份发行条款在固定的时间成 为应付的款项，不论是否是股份票面价值的金额还是以溢价的方式基于正式发出或通报的股款催缴而产生 的应付金额。
REGISTRATION OF EMPOWERING INSTRUMENTS
授权性文件的登记
29. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, noti ce in lieu of distringas, or other instrument.
29. 公司有权对每份信函、管理遗产委托状、死亡、婚姻证明、律师授权委托书、通知或其他法律文书 的登记收取不超过 1 美元的费用。
TRANSMISSION OF SHARES
股份的转移
30. In case of the death of a Member, the survivor or survivors 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 interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from a ny liability in respect of any shares which had been held by him solely or jointly with other persons.
30/在股东死亡的情况下，与其同为联名持有者的其他股东以及当死者是单独持有者时，其法定代表人是唯 一公司认可的拥有死者任何权益的人。但是此处任何规定不得就该已故持有者的财产豁免其独立或与他人 联名持有的股份的义务。