THE COMPANIES ORDINANCE香港公司章程中英文(2)

8. 董事不应索取任何资格股。

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，董事应退任： （a）以书面通知向公司辞职；

（b）破产或与其债权人达成任何总体安排或和解；或者 （c）精神失常。

10. (a) No Director shall be disqualified from 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. 10. （a）董事不会因为与公司订约而丧失出任董事的资格。该合约或者公司订立或代表公司订立的任何合约亦不因与任何董事存在任何利益关系而失去效力，上述订约或存在利益关系的任何董事均不仅仅因为担任董事或者由此成立的信

托关系而有责任向公司说明通过上述任何合约所实现的利润，但是如果在董事会议上就合约做出决定时，该董事与合约存在利益关系，该董事必须在董事会议上披露其利益性质；或者在其他任何情况下，必须在其获得利益之后的第一次董事会议上予以披露。董事可以就与其存在利益关系的任何合约或安排进行表决。

(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.

（b）公司董事可在公司所发起的任何公司出任董事或以卖方、股东或其他身份与该公司存在利益关系。该董事无须向公司说明其作为该公司股东或董事所得到的利益。

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 or one Director shall constitute a quorum for sole Director company

11. 董事会在其认为合适的情况下，可举行会议处理事务、休会以及以其他方式对会议进行规范，并可决定处理事务的法定人数。除非另行决定，否则法定人数应为两人，或者如果公司只有一名董事，则法定人数应为一人。

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. 若董事会出现任何临时空缺，董事会可予以填补，但是所选董事的退任时间必须与其所填补董事的退任时间相同，犹如其与所填补的董事同日当选为董事。 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 Annual General Meeting, but shall be eligible for election by the Company at that meeting as an additional Director. 13. 在不抵触本章程细则第6条的情况下，董事会有权在任何时间并不定期地任命任何人为额外董事。而该董事必须在下次股东大会上退任，但其在该大会上有资格被公司选为额外董事。

14. The Company may by ordinary 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.

14. 公司可以通过普通决议罢免董事并委任另一人代其出任董事。被委任的董事退任日期与所替代董事一致，犹如其与所替代的董事同日当选为董事。

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. 无论董事身在世界何方，由大多数董事签字的董事会书面决议均作为董事会决议具备效力和约束力，但是对于能够方便地根据其最近向公司注册办事处提供的地址通知联系到的公司所有董事，均应事先向其发出通知。

16. Where any notice is required either by these Articles, by Table \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. 任何根据本章程细则、表A、《公司条例》或其他规则，须向公司任何董事或任何成员发出的通知，如以电报发出，视为有效。由公司董事或成员做出的任何赞同、同意、通知或授权，如以电报发出，即使电报和发送电报的文件均未签名，依然视为妥当及有效。本规定不适用于特别决议。 Powers of Directors

董事会权力

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 …… 此处隐藏：6329字，全部文档内容请下载后查看。喜欢就下载吧 ……