公司组织章程细则(中英文对照) 下载本文

(a) He is removed from office by an ordinary resolution of the Company, or

(a) 公司通过普通决议罢免;

(b) Notice is given to the Company by any Member at least seven days before the Annual General Meeting of intention to propose a resolution that some other person be appointed in his place and such resolution is duly passed as an ordinary resolution.

(b) 任何成员于年度股东大会召开之前提前至少7天,通知公司,提议由他人代其位置。该决议应作为普通决议获得正式通过。

7. It shall not be required for a Director to hold any qualification shares. Residence in Hong Kong shall not be a requisite qualification.

7. 董事不应索取资格股。居住在香港并非必备的资格。

8. (a) Unless otherwise determined by the Directors, the quorum of a Directors’ Meeting shall be two Directors personally present or

represented by their substitutes appointed under Articles 11 hereof. Notwithstanding any provision herein, if the Company has only one Director, the quorum for Director’s Meeting shall be one.

8. (a) 除了董事会另有决定之外,董事会议的法定人数应为2人,其可亲自或按照第11条委派代表出席。无论本章程中有任何规定,若公司只有一名董事,董事会议的法定人数应为1人。

8. (b) Where the Company has only one Director and that Director takes any decision that may be taken in a meeting of the Directors and that has effect as if agreed in a meeting of the Directors, he shall (unless that decision is taken by way of a resolution in writing duly signed by him) provide the Company with a written record of that decision within 7 days after the decision is made.

8. (b) 若公司只有一位董事,该董事所作任何应会在公司在董事会议上被采用并等同在董事会议通过的决定,该董事应在其作出该决定后的 7 日内向公司提交一份该决定的书面记录(除非该决定是以由其签署的书面决议的形式作出)。

9. A resolution in writing signed by all the directors shall be as valid and effectual as if it has been passed at a meeting of directors duly called and constituted.

9. 书面决议一经全体董事签字,其效力和有效性即等同于正式召开的董事会议所通过的决议。

10. The office of a Director shall be vacated if the Director: 10. 如有以下情形,董事应退任。

(a) Resigns his office by notice in writing to the Company; or (a) 以书面通知向公司辞职;或者

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

(b) 破产或与其债权人达成任何总体安排;或者 (c) Becomes of unsound mind. (c) 精神失常

11. Subject to the approval of the Board, a Director may appoint any person to act for him as a substitute Director during his absence, and such appointment shall have effect and such appointee whilst he holds office as a substitute Director shall be entitled to notice of meetings of Directors, and to attend and vote thereat accordingly; but he shall not require any qualification, and he shall ipso facto vacate office if and when the appointor returns to Hong Kong or vacates office as a Director, or removes the appointee from office, and any appointment and removal under this Clause shall be effected by notice in writing under the hand of the Director making the same.

11. 经董事会同意,任何董事,在其不在期间,均可委任任何人士代替其董事职位。该委任具有效力,且该替代董事在替代期间,有权接收董事会议通知,出席会议并在会上表决,但不得要求任何资格。当委托人回港或离任或罢免替代董事,替代董事应自动离任。根据本条所作出的任何委任及罢免,必须由做出此举的董事亲笔以书面形式发出通知,方可实施。

12. Any casual vacancy occurring in the Board of directors may be filled up by the Directors.