国际股份有限公司管理条例(中英文对照)(参考文本)

国际股份有限公司管理条例（中英文对照）（参考文

本）

Interpretation

释义

1 ． In these Regulations

一、在本章程中

' Act ' means the companies Act ;

'法规' ( Act) 指《公司法》；

' seal' means the common seal of the company ;

“印鉴”指公司的通常印鉴；

' secretary' means any person appointed to perform the duties of a secretary of the company ;

“书记员” ( secretary ）指任何被指派履行公司书记员职务的人；

expressions referring to writing shall , unless the contrary intention appears , be construed as including references to printing， lithography , photography and other modes of representing or reproducing words in a visible form ;

如无相反旨意，书面表达形式应解释为包括铅印、版印、影印及其他以可见形式呈现或复制文字的模式；

words or expressions contained in these Regulations shall be interpreted in accordance with the provisions of the Interpretation Act , and of the Act as in force at the date at which these Regulations become binding on the company．本章程所含的单词和词组应按《法律解释法》以及本章程对公司产生约束力之日有效的《公司法》的规定予以解释。

Share capital and variation of rights

股本和权利类别

2 ． Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but Subject to the Act , shares in the company rnay be issued by the directors and any such shares may be issued with such preferred , deferred , or other special rights or such restrictions , whether in regard to dividend , voting， return of capital , or otherwise , as the directors , subject to any ordinary resolution of the company , determine ．

二、根据《公司法》规定，董事会可发行公司股票，所发行的股票可附有董事会按

公司通常决议所决定的有关红利、投票、资本利润率，或其他事项的优先、延期，或其他特殊权利或限制，但不得影响已经授予任何现存股票股东的任何特权。

3 ． Subject to the Act , any preference shares may , with the sanction of an ordinary resolution , be issued on the terms that they are , or at the option of the company are liable , to be redeemed ．

三、根据《公司法》，经一般决议通过，任何优先股均可发行为可赎股份，或按公司意愿，发行成必须赎回的股份。

4 ． If at any time the share capital 1

5 divided into different classes of shares , the rights attached to any class ( unless otherwise provided by the terms of issue of the shares of that class ) may , whether or not the company is being wound up , be varied with the consent in writing of the holders of 75 % of the issued shares of that class , or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class ． To every such separate general meeting the provisions of these Regulations relating to general meetings shall mutatis mutandis apply , but so that the necessary quorum shall be two persons at least holding or representing by proxy one 一 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．

四、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 75 ％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两人，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。

5 ． The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall , unless otherwise expressly provided by the terms of issue of the shares of that class , be deemed to be varied by the creation or issue of further shares ranking equally therewith ．

五、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。

6 ． The company may exercise the powers of paying commissions conferred by the Act , pro - vided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of 10 % of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 % of that price ( as the case may be ) ． Such commission may be satisfied by the payment of cash

or the allotment of fully or partly paid 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 ．

六、公司有权按《公司法》规定支付佣金，但应将支付或同意支付的佣金比率或数额按《公司法》规定的方式予以披露，且佣金比率不得超过有关股份发行价格的 10 % ，或佣金数额不得超过等同于该发行价格 10 ％的数额（依情况而定）。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。

7 ． Except as required by law , no person shall be recognized 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 recognize ( even when having notice thereof ) any equitable , contingent , future or partial interest in any share or unit of a share or ( except only as by these Regulations or by law otherwise provided ) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder .

七、除非法律另有规定，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。

8 . Every person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate under the seal of the company in accordance with the Act but in respect of a share or shares held jointly by several persons the company shall not be bo und to issue more than one certificate , and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders .

八、根据《公司法》规定，凡注册登记的股民均有权免费得到盖有公司印记的股权证，就数人持一股或数股情况而言，公司无义务向所有联合股东发放卡证，每股只需向其中一个股东发放一张卡证即可‘

Lien 留置权

9 . The company shall have a first and paramount lien on every share ( not being

a fully paid share ) for all money ( 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 ) registered in the name of a single person for all money presently payable by him or his estate to the company ; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation . The company`s lien , if

any , on a share shall extend to all dividends payable thereon .

九、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。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。

10 . 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 14 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 for the time being of the share , or the person entitled there - to by reason of his death or bankruptcy .

十、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。

11 . To give effect to any such sale the directors may authorize 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 .

十一、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。

12 . The proceeds of the 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 , and 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 .

十二、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。

13 . The directors may from time make calls upon the members in respect of any money unpaid on their Shares ( whether on account of the nominal value of the Shares

or by way of pre 而－ um ) and not by the conditions of allotment thereof made payable at fixed times , provided that no call shall exceed 25 % of the nominal value of the share or 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 14 days ' 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 postponed as the directors may determine .

十三、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，只要催缴的款额未超过股票票面价值的 25 % ，或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。

14 . A call shall be deemed to have been made at the time when the resolution of the directors authorizing the call was passed and may be required to be paid by installments .

十四、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，且可规定分期支付。

15 . The joint holders of a share Shall be jointly and Severally liable to pay all calls in respect thereof .

十五、一股份的联合股东可共同或分别支付所催缴的股款。

16 . If a sum called in respect of a share is not paid before or on the day appointed for payment thereof , the person from whom the sum 15 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 8% per annum as the directors may determine , but the directors shall be at liberty to waive payment of that interest wholly or in part .

十六、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 8 % ，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。

17 ．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 , shall for the purposes of these Regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable , and in case of non 一payment all the relevant provisions of these Regulations as to payment of interest and expenses , forfeiture , or otherwise shall apply as if the sum had become payable by virtue of a call duly made and notified .

十七、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。

18 . The directors may, on the issue of shares , differentiate between the holders as to the amount of calls to be paid and the times of payment .

十八、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。

19 . The directors may , if they think fit , receive from any member willing to advance the same all or any part of the money uncalled and unpaid upon any shares held by him , and upon all or any part of the money 50 advanced may ( until the same would , but for the advance , become payable ) pay interest at such rate not exceeding （ unless the company in general meeting shall otherwise direct ) 8 % per annum as may be agreed upon between the directors and the member paying the sum in advance 十九、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） 8 % ，具体可由董事会和股东在提前缴款时协商。

Transfer of Shares

股份转让

20 . Subject to these Regulations , any member may transfer all or any of his shares by instrument in writing in any usual or common form or in any other form which the directors may approve . The instrument shall be executed by or on behalf of the transferor and the transferor shall remain the holder of the shares transferred until the transfer is registered and the name of the transferee is entered in the register of member ' in respect thereof .

二十、根据本章程规定，任何股东均可转让其全部或部分股份，转让应经通常或一般形式或董事会同意的其他形式的书面文件进行。文件可由转让人或其代理人做成，转让人对股份的持有权一直维持到转让登记注册且受让人的姓名被记人股东登记簿为止。

21 . The instrument of transfer must be left for registration at the registered office of the company together with such fee , not exceeding $ 1 as the directors from time to time may require , 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 , and thereupon the company shall subject to the powers vested in the directors by these Regulations register the transferee as a shareholder and retain the instrument of transfer

二十一、转让文书必须交公司登记处登记，同时缴纳登记费，登记费不得超过 1 美元，董事会可随时规定，转让时还得带上有关的股权证和董事会随时可能合理规定表明转让人有权转让股权的其他证据，根据这些证据，公司将按董事会根据本章程赋予的权力登记受让人作为股东，并将转让文件保留。

22 . The directors may decline to register any transfer of shares , not being fully paid shares to a person of whom they do not approve and may also decline to register any transfer of shares on which the company has a lien .

二十二、董事会可拒绝登记将股份、未完全缴清股款的股份转让给其不赞成的人，并可拒绝就公司具有留置权的股份转让进行登记。

23 . The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine not exceeding in the whole 30 days in any year

二十三、董事会可随时决定从某时起暂时中止一段时间登记转让，但每年中止转让登记的日期总和不得超过 30 天。

Transmission of Shares

股份过户

24 . 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 recognized by the company as having any title to his interest in the shares ; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons .

二十四、当一股东死亡，如果死亡股东是个联合持股人，公司应承认其他联合股东有权享有股份权益，如果死亡股东为单独持股人，则其法定个人代表有权享有股份权益；但不得适用本章程之规定去免除一死亡联合股东的与他和其他人所持股份相关的财产的任何义务。

25 . Any person becoming 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 suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy .

二十五、凡因股东死亡或破产而取得股份所有权的人，一旦出示董事会随时正当要求出

示的证据，可按以下规定，或自己登记作为股东，或提名让某人登记作为受让人，但这两种情况，董事会均有权按该股东死亡或破产前转让其股份时的情况一样，拒绝或中止登记。

26 . If the person becoming entitled elects to be registered himself , he shall deliver or send to the company a notice in writing signed by him stating that he 50 elects . If he elects 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 Regulations 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 .

二十六、如取得所有权的人要自己登记作为股东，他必须向公司送达亲自签署的书面通知，说明他的选择。如果他选择让他人登记，他必须给他人制作一份股份转让书以证明他的选择。本章程上述所有有关转让权利和转让登记的限制、限定和规定均应适用于此种通知书或转让书，就像原股东未死亡或未破产而由该股东自己签署通知书或转让书一样。

Forfeiture of shares

股份的没收

27 . If a member fails to pay any call or installment of a call on the day appointed for payment thereof , the directors may , at any time thereafter during such time as any part of the call or installment remains unpaid serve a notice on him requiring payment of 50 much of the call or installment as 15 unpaid , together with any interest which may have accrued .

二十七、如果股东在规定缴款的日期没有缴付催缴的股款或分期缴付的股款，此后，董事会可在未缴清催缴股款期内的任何时间向股东送达通知，要求他缴付未交足的催款或分期股款，以及可能已经产生的利息。

28 . The notice shall name a further day（ not earlier than the expiration of 14 days from the date of service 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 一payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited .

二十八、通知上应另定一个日期（从送达通知之日算起，至少得 14 天之后），规定应在该日或之前缴纳股款，并规定如果在规定之日或之前不予缴纳，所催缴股款的股份应被没收。

29 . If the requirements of any such notice as aforesaid are not complied 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 shares and not actually paid before the forfeiture .

二十九、如果不遵守上述通知书上的规定，在此之后，在通知的股款未缴清之前，可随时根据董事会所作出的有关决议没收所通知的任何股份。此种没收应包括有关被没收股的全部已经宣布，但在没收前尚未真正支付的红利。

30 . 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 maybe cancelled on such term as the directors think fit .

三十、被没收的股份可以出售或按董事会认为恰当的条件和方式予以处置，如董事会认为恰当，可在出售或处置之前随时取消没收。

31 . 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 money which , at the date of forfeiture , was payable by him to the company in respect of the shares ( together with interest at the rate of 8 % per annum from the date of forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of such interest ) , but his liability shall cease if and when the company receives payment in full of all such money in respect of the shares .

三十一、凡股份被没收的人将不再是被没收股份的股东，但他仍然应负责支付至没收之日应由他向公司支付的有关股份的所有款额（连同年利率为 8 ％的就该笔未偿付款额利息，从没收之日算起，如果董事会认为应当支付此种利息），但如果他缴足所有有关股份的此种款项，其责任应从缴清之时予以终止。

32 . A statutory declaration in writing that the declarant is a director or the secretary of the company and that a share in the company has been duly forfeited on a date stated in the declaration , shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share .

三十二、制作一份书面声明，说明声明人是公司的一名董事或书记，并声明公司的某一股份已经在声明书中所述的日期被合法没收，该书面声明将是证明所有声明事实属实，任何人也不能对股份提出所有权要求的确凿证据

33 . The company may receive the consideration , if any , given for a forfeited share on any sale or disposition thereof and may execute a transfer of the share in favor of the person to whom the shares 15 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 purchase money , if any， nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference of the forfeiture sale , or disp0Sal of the share .

三十三、出售或处置股份如有所得，公司可以接受，且可向股份购买人或接受处置股份的人签发转让书，凭此他可登记作为股东，如果有购买资金，他无义务负责资金的使用，他对股份的所有权不得因没收、出售或处置股份的程序不当或不合法而受影响。

34 . The provision of these Regulations as to forfeiture shall apply in the case of non 一 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 .

三十四、本章程有关没收的规定应适用于任何按股票发行条件在规定时间应付而没有支付的情况，不管款项是按股票票面价值或是按溢价计算，正如正式催缴股款并通知而应予以支付一样。

Conversion of Shares into stock

股票与证券的转换

35 . The company may by ordinary resolution passed at a general meeting convert any paid 一 up shares into stock and reconvert any stock into paid 一 up shares of any denomination .

三十五、公司可经股东大会普通决议通过，将缴足股本的股票转变成证券以及将任何证券转变成任何种类的缴足股本的股票。

36 . The holders of stock may transfer the same or any part thereof in the same manner and subject to the same regulations as and subject to which the shares from which the stock arose might previously to conversion have been transferred or as near thereto as circumstances admit ; but the directors may from time to time fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum , but the minimum shall not exceed the nominal amount of the shares from which the stock arose .

三十六、根据转变成证券前股票的转让规则以及方式，或按情况按近似规则或方式，证券持有人可将全部或部分证券予以转让；但董事会可随时决定转让证券的最低数额，并限制或禁止把此数额分零转让，但最低数额不得超过转换成证券的股票的面额。

37 . The holders of stock shall according to the amount of the stock held by them have the same rights , privileges and advantages as regards dividends , voting at meeting 5 of the company and other matters as if they held the shares from which the stock arose , but no such privilege or advantage ( except participation in the

dividends and profits of the company and in the assets on winding up ) shall be conferred by any such aliquot part of stock which would not if existing in shares have conferred that privilege or advantage .

三十七、证券持有人应按所持证券的数额，享有如同持有转换证券的股票的股东享有的有关红利分配、在公司会议上投票以及就其他事项的权利和特权，但部分证券持有权不赋有此种特权或权益（除参与公司红利和利益的分配以及参与公司解散时的资产分配外），因为即使是部分股票持有权也不赋有此种特权或权益。

38 . Such of the regulations of the company as are applicable to paid 一 up shares shall apply to stock , and the words ' share , , and ' shareholder , , therein shall include ' stock , , and ' stockholder

三十八、凡适用于缴足股本股票的公司规则也应适用于证券，规则中的“股票”和“股东”两词应包括“证券”和“证券持有人”。

Alteration of capital

资本的变更

39 . The company my from time to time by ordinary resolution :

三十九、经普通决议公司可随时：

( a ) increase the share capital by such sum to be divided into shares of such amount as the resolution shall prescribe ;

( 1 )将股本增加到等同于决议所规定的股额和股数的数额；

( b ) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares ;

( 2 )将全部或部分股金合并或划分成数额大于现有股份的股份；

( c ) subdivide its shares or any of them into Shares of smaller amount than 15 fixed by the memorandum ; 50 however that in the subdivision the proportion between the amount paid and the amount ( if any ) unpaid on each reduced Share Shall be the same as it was in the case of the share from which the reduced share 15 derived ; ( 3 ) 将全部或部分股份划分成数额小于通知所规定的股份；不管任何划分，被划小的股份已经缴纳（如果有）和未缴纳股款的比例应与股份未划分前的比例相同；

( d ) cancel shares which at the date of the passing of the resolution in that behalf have not been taken or agreed to be taken by any person which have been forfeited and diminish the amount of its share capital by the amount of the shares so cancelled .

( 4 ) 取消在决议通过之日尚未被人认领或同意认领的股份，或已经被没收的股份，并通过取消股份而减少公司的股本数额。

40 . Subject to any direction to the contrary that may be given by the company in general meeting， all new shares shall , before issue , be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion , as nearly as the circumstances admit , to the amount of the existing shares to which they are entitled , The offer shall be made by notice specifying the number of shares offered , and limiting a time within which the offer , if not accepted , will be deemed to be declined , and , after the expiration of that time , or on the receipt of an intimation from the person to whom the offer is made that ha declines to accept the shares offered , the directors may dispose of those shares in such manner as they think most beneficial to the company . The directors may likewise so dispose of any new shares which ( be reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares ) cannot , in the opinion of the directors , be conveniently offered under this regulation .

四十、根据股东大会可能会作出的任何相反的决定，所有新股在发行之前，均得向在招股之日，有权得到公司股东大会通知的人进行招股，招股按他们现有股份的比例进行。招股应发放通知，具体说明出售股份的数额及招股的期限，倘若不接受邀请，则视为拒绝，期限一过，或从被招股人处收到通知，说他拒绝接受所要约的股份，董事会可按其认为最有利于公司的方式处置这些股份。董事会同样可以处置董事会认为按本章程不便作招股邀请的（按新股与有权得到出售新股邀请的人所持股的比例计算）任何新股。

41 . The company may by special resolution reduce its share capital , any capital redemption reserve fund or any share premium account in any manner and with , and subject to , any incident authorized , and consent required by law .

四十一、经特别决议，公司可用任何方式和因为或根据法律所核准、同意和规定的任何附带条件而裁减股本，偿还资本准备基金或股份溢价账户。

General meeting

股东大会

42 . An annual general meeting of the company shall be held in accordance with the provisions of the Act , All general meetings other than the annual general shall be called extraordinary general meetings

四十二、根据《公司法》规定每年应召开一次公司股东年会。年会以外的所有股东大会均应称为临时股东大会。

43 . Any director may , whenever he thinks fit , convene an extraordinary general meeting， and extraordinary general meetings shall be convened on such requisition or in default maybe convened by such requisitionists as provided by the Act .

四十三、只要认为恰当，任何董事均可提请召开临时股东大会，临时股东大会应经董事提请召开，或如无董事提请，可由《公司法》所规定的提请人提请召开。

44 . Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice , 14 days , notice at the least ( exclusive of the day on which the notice is served or deemed to be served , but inclusive of the day for which notice is given ) specifying the place , the day and the hour of meeting and in case of special business the genera1 nature of that business sha1l be given to such persons as are entitled to receive such notices from the company .

四十四、根据《公司法》有关特别决议以及简短通知的决议，至少应在 14 天前（通知送出或认为送出之日除外，但包括通知送达之日）向有权从公司得到此种通知的人士发放通知，说明开会地点、日期和时间，如果是有关特别议题，还应说明议题的大概性质。

45 ．All business shall be special that is transacted at an extraordinary general meeting， and also all that is transacted at an annual general meeting， with the exception of declaring a dividend , the consideration of the accounts , balance sheets , and the report of the directors and auditors , the election of directors in the place of those retiring， and the appointment and fixing of the remuneration of the auditors .

四十五、临时股东大会讨论的议题必须都是特别议题，股东年会讨论的议题，除公布股息、审核账目、资产负债表和董事会报告及审计报告、选举董事以填补退休空缺、任命审计员和确定其酬金等之外，也都如此。

Proceedings at general meetings

股东大会程序

46 . No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business . Except as herein otherwise provided , two members present in person shall form a quorum , For the purposes of this regulation ' member ' includes a person attending as a proxy or as representing a corporation which is a member .

四十六、在大会讨论议题时，如出席大会的股东未达到法定人数，股东大会不能处理任何议题。除非本章程另有规定，否则两名股东亲自到场即构成法定人数。按本章程的意思，“股东”包括代理出席人或法人股东代表。

47 . If within half an hour from the time appointed for the meeting a quorum is not present , the meeting， if convened upon the requisition of members , shall be dissolved ; in any other case it shall stand adjourned to the same day in the next week at the same time and place , or to such other day and at such other time

and place as the directors any determine .

四十七、如在开会时间过后半小时内出席会议的人仍达不到法定人数，且本次会议是经股东提请召开的，则此次会议应当解散；在其他情况，会议应延期到下周同一天同一时间同一地点召开，或延期至董事会决定的日期、时间和地点召开。

48 . The chairman , if any , of the board of directors shall preside as chairman at every general meeting of the company , or if there is no such chairman , or if he is not present within is minutes after the time appointed for the holding of the meeting or is unwilling to act , the members present shall elect one of their number to be chairman of the meeting .

四十八、董事会如有董事长，应由他作为主席主持每次的公司股东大会，如果没有董事长，或如果开会时间过后巧分钟内他没有出席会议或他不愿主持会议，出席会议的股东应推选他们当中的一员作为会议主席。

49 . The chairman may , with the consent of any meeting at which a quorum is present , and shall if so directed by the meeting，adjourn the meeting from time to time and from place to place , but no business Shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took Place . When a meeting is adjourned for 30 days or more , notice of the adjourned meeting shall be given as in the case of an original meeting . Except as aforesaid it Shall not be necessary to give any notice of an adjournment meeting shall be given as in the case of an original meeting． Except as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting .

四十九、经达到法定人数大会的批准主席可以，如经大会指示主席应该，随时随地中止会议，但除了上次会议遗留未决的议题外，延期大会不得处理任何议题。如果大会延期长达30 天或以上，如同初次开会一样必须送发延期会议通知。除上述规定外，不必因延期会议或因在延期会议上处理的事务而送发通知。

50 . At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is ( before or on the declaration of the result of the show of hands ) demanded

五十、凡交股东大会表决的决议均应通过举手表决予以决定，除非（在宣布举手表决结果之前或刚宣布结果后）:

( a ) by the chairman ;

( 1 ) 由主席要求投票表决；

( b ) by at least 3 members present in person or by proxy ;

( 2 ) 由最少 3 名亲自或代理出席大会的股东要求投票表决；

( c ) by any member or members present in person or by proxy and representing

not less than 10 % of the total voting rights of all the members having the right to vote at the meeting； or

( 3 ) 由占出席会议具有投票权的股东的总投票权 10 ％或以上亲自或代理出席大会的股东或股东们要求投票表决；或

( d ) by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than 10 % of the total sum paid up on all the shares conferring that right .

( 4 ) 由出席大会且持有公司附有投票权股票，所交付股款总数不少于所有附有投票权股票股款 10 ％的股东或股东们要求投票表决。

Unless a Poll is so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously , or by a particular majority , or lost , and an entry to that effect in the book containing the minutes of the proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against the resolution . The demand for a po11 may be withdrawn .

除非由此要求投票表决，否则将由大会主席宣布这一决议经举手表决一致或多数通过，或被否决，并将结果记录在公司股东大会会议记录册中，作为确证，而赞成或反对决议的人数或比例则不用说明。投票表决要求可以撤回。

51 . If a poll 15 duly demanded it Shall be taken in such marner and either at once or after an interval or adjournment or otherwise as the chairman directs , and the result of the 伪 11 shall be the resolution of the meeting at which the poll was demanded , but a poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith

五十一、如果正式要求投票，大会主席应决定立即或在休息或休会或其他情况之后以某种方式进行，投票结果应作为要求投票表决那次大会的决议，要求选举大会主席或要求休会的投票则应立即进行。

52 . In the case of an equality of votes , whether on a show of hands or on a poll , the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote .

五十二、不论是举手表决或是投票表决，如果表决票数相等，进行举手表决或要求进行投票表决的大会的主席有权再投一票或投决定性的一票。

53 . Subject to any rights or restrictions for the time being attached to any class or classes of shares , at meetings of members or classes of members , each member entitled to vote may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall

have one vote , and on a poll every member present in person or by proxy or by attorney or other duly authorized representative shall have one vote for each share he holds .

五十三、根据目前某类或某些种类股票所附的权利或限制规定，在股东会议或某些股东的会议上，凡有投票表决权的股东均可亲自或由人代理或由律师参加表决，在举手表决时，凡出席会议的股东或股东代理人有一表决权，在投票表决时，出席会议的股东或股东代理人或其律师或其他正式授权代表可就他所持的每一份股投一张票。

54 . In the case of joint holders the vote of the senior who tenders a vote , whether in person or by proxy , shall be accepted to the exclusion of the votes of the other joint holders ; and for this purpose seniority shall be determined by the order in which the names stand in the register of members .

五十四、如果是联合联东，排列第一的联合股东所投的票，不论是亲自或由人代理，应被接受而排除其他联合股东的投票；投票顺序应按股东名册的登记顺序而定。

55 . A member who is of unsound mind or whose person or estate 15 liable to be dealt with in any way under the law relating to mental disorder may vote , whether on a show of hands or on a poll , by his committee or by Such other person as properly has the management of his estate , and any such committee or other person may vote by proxy or attorney .

五十五、精神不健康或其人身或财产应根据有关精神失常的法律予以处理的股东，在举手或投票表决时，可由其监护人或对其财产具有合法管理权的其他人投票，此种监护人或其他人可由代理人或律师代理投票。

56 . No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid .

五十六、在未缴清所催缴的股款或其他目前应付公司的与股份有关的款项之前，任何股东在任何股东大会上均无投票权。

57 . No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered , any every vote not disallowed at such meeting shall be valid for all purposes . Any Such objection 1llade in due time shall be。 referred to the chairman of the meeting，whose decision shall be final and conclusive .

五十七、除在进行投票的大会或延期会议上提出之外，不得对任何投票人的资格提出任何质疑，凡未在此种会议上被否决的投票均为完全有效。任何及时提出的质疑均应提交大会主席，由主席作出最终和确切决定。

58 . The instrument appointing a proxy shall be in writing，in the common or usual form , under the hand of the appointer or of his attorney duly authorized in writing or , if the appointer is a corporation , either under seal or under the hand of an officer or attorney duly authorized . A proxy may but need not be a member of the company . The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll .

五十八、委托代理文书应做成书面文件，用普通或通常格式，由委托人或其书面正式授权的律师签字，如果委托人为法人，可盖公章或由一高级职员或正式授权的律师签字。代理人可以但不必一定是公司的股东。委托代理文书应被视为授权要求或附议要求投票表决之正式文件。

59 . Where it is desired to afford members an opportunity of voting for or against

a resolution the instrument appointing a proxy shall be in the following ml or a form as near thereto as circumstances admit :

五十九、如要表明股东投票赞成或反对一个决议，委托代理文书应按以下或依情况而按近似以下的格式做成：

I/we , ______ of_____ being a member / members of the above named company, hereby appoint _____, of_____ , or failing him , _____of _____, , as my/our proxy to vote for me / us on my／our behalf at the [annual extra or dinary , as the case maybe ] general meeting of the company , to be held on the_____ day of 20 _____, and at any adjournment thereof.

Signed this _____day of _____20_____

This form is to be used * in favor of the resolution .

against

Strike out whichever is not desired． [ Unless otherwise instructed , the proxy may vote as he thinks fit ．〕

我／我们，（姓名） , （身份等），是上述公司的股东，特在此委托______（如填律师事务所等）的______ ，或他无法接受委托，则委托______的______，为我/我们的代理人，代表我／我们为我／我们在（______年会或临时大会，视情况填写）20__年__月___日所举行的公司的股东大会及其任何延期会议上投票。

于 20______年______月______日签字。

本文书用于*赞成/ 反对决议。

＊注：划掉心中不赞成的一项。（除非另有指示，否则代理人可以按他的意愿投票）

60 . The instrument appointing a proxy and the power of attorney or other authority , if any , under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company , or at such other place in Singapore as is specified for that purpose in the notice convening the meeting， not less than 48 hours before the time for holding the meeting

or adjourned meeting at which the person named in the instrument proposes to vote , or , in the case of a poll , not less than 24 hours before the time appointed for the taking of the poll , and in default the instrument of proxy shall not be treated as valid .

六十、委托代理文书和授权委托书或其他授权文书，如果有，一经签字或业经公证的授权文书副本应当在代理投票人参加的大会或延期会议召开 48 小时之前，或，如果是投票表决，在规定的投票时间 24 小时之前呈送到公司的注册登记处，或呈送到会议通知书中专门规定的新加坡的其他某个地方，如不送达，委托代理文书应视为无效。

61 . A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed , or the transfer of the share in respect of which the instrument is given , if no intimation in writing of such death , unsoundness of mind , revocation , or transfer as aforesaid has been received by the company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used .

六十一、尽管投票前委托人死亡或精神错乱或文书或制作文书的授权被撤销，或文书有关的股份被转让，如果在文书所使用的大会或延期大会召开前，公司注册登记处尚未接到有关上述此种死亡、精神错乱、撤销或转让的书面通知，按照委托代理或授权委托文书条款规定而进行的投票应视为有效。

Directors : Appointment , etc

董事，任命，等

62 . At the first annual general meeting of the company all the directors shall retire from office , and at the annual general meeting in every subsequent year one 一 third of the directors for the time being， or , if their number is not 3 or a multiple of 3 , then the number nearest one third , shall retire from office .

六十二、公司首届股东年会上所有的董事均应辞职，在以后所有下一年的年会上三分之一的现任董事，或，如果董事数目不是 3 或 3 的倍数，则近似三分之一，应当辞职。

63 . A retiring director shall be eligible for re 一 election .

六十三、辞职的董事可连选连任。

64 . The directors to retire in every year shall be those who have been 1ongest in office since their last election , but as between person who became directors on the same day those to retire shall ( unless they otherwise agree among themselves ) be determined by lot

六十四、每年辞职的董事应为从上一次当选以来任职最久的董事，但如同时当选，谁应辞职应（除非他们自己相互达成协议）通过抽签决定。

65 . The company at the meeting at which a director so retires may fill the vacated office by electing a person thereto , and in default the retiring director shall if offering himself for reelection and not being disqualified under the Act from holding office as a director be deemed to have been reelected , unless at that meeting it is expressly resolved not to fill the vacated office or unless a resolution for there 一 election of that director is put to the meeting and lost .

六十五、在董事辞职的会议上，公司可挑选一人填补空缺，如果没有人选，辞职董事如果自荐参加连选，且根据《公司法》其有资格作为董事任职，该董事应被视为已经当选，除非在该会议上明确决定不填补空缺，或除非将连选该董事的决议交大会讨论而未被通过。

66 . The company may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of directors , and may also determine in what rotation the increased or reduced number is to go out of office .

六十六、经股东大会普通决议通过公司可随时增加或裁减董事人数，并还可决定增加或减少的人数如何轮流去职。

67 . The directors shall have power at any time , and from time to time , to appoint any person to be a director , either to fill a casual vacancy or as an addition to the existing directors , but so that the total number of directors shall not at any time exceed the number fixed in accordance with these Regulations . Any director so appointed Shall hold office only until the next following annual general meeting，and shall then be eligible for re 一 election but shall not be taken into account in determining the directors who are to retire by rotation at that meeting．六十七、董事会有权在任何时候，且随时，任命董事，以填补正常空缺或作为新添董事，但董事总数任何时候均不得超过本章程所规定的数目。如此任命的董事只能任职到下一届股东年会，届时可以连选，但不得被当做在该大会上应轮流辞职的董事予以考虑。

68 . The company may by ordinary resolution remove any director before the expiration of his period of office , 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 .

六十八、经普通决议通过，公司可在董事任职期满前免去任何董事的职务，且可经普通决议通过任命他人接替其职务；如此被任命的人应在他所替代的董事应辞职的相同时间辞职，如同他是和被他替代的董事是在同一天当选董事一样。

69 . The remuneration of the directors shall from time to time be determined by the company in general meeting． That remuneration shall be deemed to accrue from day to day . The directors may also be paid all traveling， hotel , and other expenses properly incurred by them in attending and returning from meeting 5 of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company .

六十九、董事的报酬应随时由公司股东大会决定。该报酬应被视为每天在自然增长。董事还可因往返参加董事会会议或董事委员会会议或公司股东大会或参与公司有关的事务所发生的旅费、住宿费以及其他正常费用而得到补偿。

70 . The share holding qualification for directors may be fixed by the company in general meeting .

七十、董事的持股资格可以经公司股东大会予以决定。

71 . The office of director shall become vacant if the director :

七十一、如果董事出现以下情况，应当免去董事职务：

( a ) ceases to be a director by virtue of the Act ;

( 1 ) 根据《公司法》规定终止作为董事；

( b ) becomes bankrupt or makes any arrangement or composition with his creditors generally ;

( 2 ) 出现破产或与他的债权人签订了任何协议或和解协议；

( c ) becomes prohibited form being a director by reason of any order made under the Act ;

( 3 ) 根据《公司法》所作出的命令被禁止作为董事；

( d ) becomes disqualified from being a director by virtue of section 148 , 149 , 154 or 155 ;

( 4 ) 根据第 148 、 149 和第155 条的规定无资格作为董事；

( e ) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder ;

( 5 ) 精神失常或其人身或财产应按有关精神错乱的法律予以处理；

( f ) subject to section 145 , resigns his office by notice in writing to the company ;

( 6 ) 根据第 145 条规定，向公司递交了辞职通知；

( g ) for more than 6 months is absent without permission of the directors from meetings of the directors held during that period ;

( 7 ) 未经董事会同意 6 个月以上未参加该期间举行的董事会会议；

( h ) without the consent of the company in general meeting， holds any other office of profit under the company except that of managing director or manager ; or