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。