香港公司章程模板中英文2013

COMPANY N O.[*****] THE COMPANIES ORDINANCE, CAP. 32

A PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

[****** HOLDINGS LIMITED]

(Adopted by special resolution passed on [•] 2013)

P RELIMINARY

1.The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the following shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.

2.In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:

these Articles means these articles of association as from time to time altered by Special Resolution;

Auditors means the auditors of the Company;

Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business;

clear days in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company;

dividend means dividend or bonus;

$ or dollars means Hong Kong Dollars;

the holder in relation to shares means the members whose name is entered in the Register as

the holder of shares;

Hong Kong means the Special Administrative Region of Hong Kong;

in writing means written, or produced by any visible substitute for writing, or partly one and

partly another and "signed" shall be construed accordingly;

month means calendar month;

Office means the Registered Office of the Company;

Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including

any statutory re-enactment or modification thereof for the time being in force;

paid means paid or credited as paid;

Register means the Register of members of the Company;

Seal means the common seal of the Company or any official seal that the Company may be permitted to have under the Ordinance;

Secretary means the secretary of the Company or any other person appointed to perform the

duties of the secretary of the Company, including a joint, assistant or deputy secretary;

year means year from 1 January to 31 December inclusive;

3.In these Articles:

Construction (a)unless expressly defined in the Articles, words or expressions that are defined in the

Ordinance bear the same meaning as in the Ordinance but excluding any statutory

modification of the Ordinance not in force when the Articles become binding on the

Company;

(b)references to a document being executed include references to its being executed

under hand or under seal or by any other method;

(c)words denoting the singular number include the plural number and vice versa, words

denoting the masculine gender include the feminine gender and words denoting

persons include corporations;

(d)headings and marginal notes are inserted for convenience only and do not affect the

construction of these Articles;

(e)powers of delegation shall not be restrictively construed but the widest interpretation

shall be given to them;

(f)the word Directors in the context of the exercise of any power contained in these

Articles includes any committee consisting of one or more Directors, any Director

holding executive office and any local or divisional board, manager or agent of the

Company to which or, as the case may be, to whom the power in question has been

delegated;