发布时间 : 星期四 文章董事委任书（中英对照） - 图文更新完毕开始阅读
违反条款7.3要求召开的股东大会仍有效：
7.4.1 If members holding not less than 90 per cent of the total number of shares entitled to vote on all matters to be considered at the meeting, or 90 per cent of the votes of each class or series of shares whether members are entitled to vote thereon as a class or series together with not less than a
90 per cent majority of the remaining votes, have agreed to shorter notice of the meeting: or
若不少于股份总数90%的对会议所有审议事项有投票权的股东，或 90%的每一类别或序列股中有投票权的类别或序列股和不少于90% 的剩余票数 同意临时通知召开股东大会；或
7.4.2 if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice of the meeting and for this purpose presence at the meeting shall be deemed to constitute waiver. 若所有持有对会议所有审议事项投票权的股份股东已放弃此次会议， 则因此出席会议的被视为弃权。
7.5 The in advertent failure of the directors to give notice of a meeting to a member, or the fact that a member has not received notice, does not invalidate the meeting.
因疏忽未能通知到某位股东或者某位股东未收到通知的事实不会导致会议无效。
7.6 A member may be represented at a meeting of members by a proxy who may speak and vote on behalf of the member.
股东可由其代理人出席股东大会并代表其发言和投票。
7.7 The instrument appointing a proxy shall be produced at the place appointed for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote.
代理人任命文件应在会议指定地点及该文件中人员应参与投票的会议开始前开具。
7.8 An instrument appointing a proxy shall be in substantially the following form or such other form as the chairman of the meeting shall accept as properly evidencing the wishes of the member appointing a proxy. Only members who are individuals may appoint proxies.
代理人任命文件应大致为以下形式或股东大会主席认为能准确证明股东任命代理人意愿的其他形式。只有个人股东可任命代理人。
I/We……………………………………………………………………………… 我/我们
being a member of the above Company with…………………………………… 作为上述公司股东，持股
Shares HEREBY APPOINT………………………………………………………
17
在此任命
of…………………………………….or failing him……………………………… 为 或撤销
………………….of……………………………………………………………… ………………..to be my/our proxy to vote for me/us at the meeting of members to be held on……………………
作为我/我们的代理人代表我/我们在……………………召开的股东大会上和任何延期会议上投票
The day of ………………………….and at any adjournment thereof (Any restrictions on voting to be inserted here) （包含在此插入的所有投票限制）
Signed this ………………………………day of ………………………… 签署此 日期 ……………………………………….. Member 股东
7.9 The following shall apply in respect of joint ownership of shares:
以下几点适用于联合持股股份：
7.9.1 if two more persons hold shares jointly, each of them may be present in person or by proxy at a meeting of members and may speak as a member;
若两人或多于两人联合持股，则其中任一人或代理人出席股东会议时 应作为一名股东发言；
7.9.2 if only one of the joint owners is present in person or by proxy he may vote on behalf of all joint owners; and
若联合持股人中只有一人本人或代理人出席会议，则其代表所有联合 持股人投票；并且
7.9.3 if two or more of the joint owners are present in person or by proxy they must vote as one.
若联合持股人中两人或两人以上本人或代理人出席会议，他们应作为 一名股东投票。
7.10 A member shall be deemed to be present at a meeting of members if he participates by telephone or other electronic means and all members participating in the meeting are able to hear each other.
如果一名股东通过电话或其它电子方式参会并且所有出席股东都能听到各位股东的发言，则应当视为有效出席。
7.11 A meeting of members is duly constituted if, at the commencement of the
18
meeting, there are present in person or by proxy not less than 50 per cent of the votes of the shares or class or series of shares entitled to vote on resolutions of member to be considered at the meeting. If a quorum is present notwithstanding the fact that such quorum may be represented by only one person then such person may resolve any matter and a certificate signed by such person accompanied, where such person be a proxy, by a copy of the proxy form, shall constitute a valid resolution of members. 若股东大会开始时，有不少于50%的股东决议中对会议所有审议事项有投票权的类别或序列股股东出席会议，则股东大会正式召开。若法定人数出席会议，即使法定人数仅为一人，其仍可在决定任何事项和通过其在有他人陪伴情况下签署的证书，当其是代理人，需有代理人任命文件复印件，方可制定有效的股东决议。
7.12 If within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon a requisition of members, shall be dissolved; in any other case it shall stand adjourned to the next business day at the same time and place to such other time and place as directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one-third of the votes of the shares or each class or series entitled to vote on the resolutions to be considered by the meeting, those present shall constitute a quorum, but otherwise the meeting shall be dissolved.
若在股东大会规定召开时间两小时后，出席人数未达到法定人数，此次大会（若为应股东要求召集）则应被取消；其他情况下，大会则应推迟到下一个工作日召开，召开时间和地点由董事会决定，若在延期会议规定召开时间一小时后，出席大会的对大会决议有投票权的股东或每一类别或序列股股东本人或代理人不少于三分之一，则达到法定人数，否则，股东大会应取消。
7.13 At every meeting of members, the chairman of the board of directors shall preside as chairman of the meeting. If there is no chairman of the board of directors or the chairman of the board of directors is not present at the meeting, the member present shall choose someone of their number to be the chairman of the meeting. If the members are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in person or by prescribed form or proxy at the meeting shall preside as chairman, failing which the oldest individual member representative of a member present shall take the chair. 每次股东大会上，由董事长担任主席主持大会。若董事会无董事长或董事长缺席股东大会，则出席股东应在他们中选出一名大会主席。若股东出于任何原因无法选出大会主席，那么出席的代表最大数量投票权股份股东本人或代理人应主持会议，否则，由出席会议的最年长的个人股东代表主持会议。
7.14 The chairman may, with the consent of the meeting, adjourn any meeting from time to time, 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. 经股东大会同意，主席可随时随地休会，但除在决定召开延期会议的那次会议中未完成的业务外，任何业务都不可在延期会议上交易。
19
7.15 At any meeting of the members the chairman shall be responsible for deciding in such manner as he shall consider appropriate whether any resolution has been carried or not, and the result of his decision shall be announced to the meeting and recorded in the minutes thereof. If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of the meeting by the chairman. 股东大会中，会议主席负责决定股东大会的决议是否通过，并应当在会上宣布和载入会议纪要。会议主席如果对提交表决的决议结果持有异议，可以对所投票数进行点算；如果会议主席未进行点票，出席会议的股东或者股东代理人对会议主席宣布结果有异议的，有权在宣布后立即要求点票，会议主席应当即时进行点票。股东大会如果进行点票，点票结果应由主席记入会议纪要。
7.16 Any person other than an individual shall be regarded as one member and subject to article 7.17 the right of any individual to speak for or represent such member shall be determined by the law of the jurisdiction where, and by the documents by which the person is constituted or derives its existence. In case of doubt, the directors may in good faith seek legal advice from any qualified person and unless and until a Court of competent jurisdiction shall otherwise rule, the directors may rely and act upon such advice without incurring any liability to any member.
除个人股东外任何人员应被视为一名股东，根据条款7.17，任何个人代表股东的发言权应由管辖区法律和其所在地文件决定。若对此有疑问，董事会应真诚向专业人员寻求法律建议，其他情况下，除非或直到管辖法院裁决，董事会才可依据该建议行事并不对股东承担任何责任。
7.17 Any person other than an individual which is a member of the Company may by resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the person which he represents as that person could exercise if it were an individual member of the Company. 除个人外，为公司股东的任何人可通过董事决议或其他管理部门在认为合适情况下授权其作为公司任何会议或任何类别股东的代表，被授权人应有权代表其行使与他作为公司股东可行使的相同的权力。
7.18 The chairman of any meeting at which a vote is cast by proxy or on behalf of any person other than an individual may call for a notarially certified copy of such proxy or authority which shall be produced within 7 days of being requested, or the votes cast by such proxy or on behalf of such person shall be disregarded.
20