公司组织章程细则(中英文对照) 下载本文

(n) To execute, in the name and on behalf of the Company, in favour of any Director or other person who may incur or be about to incur any personal liability for the benefit of the Company, such mortgages of the Company’s property (present or future) as they think fit, and any mortgages may contain a power of sale and such other powers covenants and provisions as shall be agreed upon. (n) 以为了公司利益而产生个人责任的任何董事或其他人士为受益人,以公司名义并代表公司签署董事会认为合适的公司财产(现在或将来)按揭文件,任何此等按揭文件可包括出售权以及约定的其他权利、承诺及条款。

(o) From time to time to provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons to be the Attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as they think fit.

(o) 按董事认为合适的方式,不时为管理公司海外事务做好准备,具体包括按照董事会认为合适的条件委任任何人为公司的代理人,赋予其董事会认为合适的权力(包括转委托权)。

(p) From time to time to make, vary or repeal rules and by-laws for the regulation of the business of the Company, its officers and servants.

(p) 不时制定,更改或废除规章及附则以便规范公司业务、高管人员及员工。

(q) To delegate any or all of the powers herein to any Director or other person or persons as the Directors may at any time think fit. (q) 在董事会认为合适的任何时间,将本章程细则规定的任何或所有权力委托给其他董事或其他人。

SEAL AND CHEQUES

印章和支票

19. The seal of the Company shall be kept by the Directors and shall not be used except with their authority.

19. 公司印章由董事会保管,除得到董事会授权外,不得使用。

20. Unless otherwise determined by the Directors, every document required to be sealed with the Seal of the Company shall be

deemed to be properly executed if sealed with the Seal of the Company and signed by such person or persons as the Board of Directors shall from time to time appoint.

20. 除董事会决定外,所有需要加盖公司印章的文件,若已加盖公司印章并经董事会不定期授权签字的人士签署,则该文件视作已妥为签立。

21. All cheques, bills of exchange, promissory notes and other negotiable instruments issued or required to be signed, endorsed or accepted or otherwise negotiated by the Company shall be signed by such person or persons as the Board of Directors shall from time to time appoint.

21. 所有支票、汇票、本票和其他需要签署、背书、承兑或同公司协商的流通票据均应由董事会不定期授权签字的人士签署。

GENERAL MEETINGS

股东大会

22. (a) For all purposes, the quorum for all general meetings shall be two members personally present or by proxy. Notwithstanding

any provision herein, if the Company has only one member, that member presents in person or by proxy shall be the quorum of a general meeting of the Company. No business shall be transacted at any general meeting unless the requisite quorum be present at the commencement of the business.

22. (a) 无论出于何种目的,所有股东大会的法定人数应为两名成员,该等成员可亲自或派代表出席。如果公司只有一名成员,股东大会的法定人数就应是该成员本人或其代理人。除非开始处理事务时出席人数达到必要的法定人数,否则在任何股东大会上均不得处理事务。

22. (b) Where the Company has only one member and that member takes any decision that may be taken by the Company in General Meeting and that has effect as if agreed by the Company in General Meeting, 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 with 7 days after the decision is made.

22. (b) 若公司只有一位成员,该成员所作任何应会在公司在股东大会上被采用并等同于在股东大会上通过的决定,该成员应在作出此决