发布时间 : 星期二 文章香港公司章程模板中英文2013更新完毕开始阅读
members present shall form a quorum and business transacted with members present shall be deemed to constitute business transacted at a meeting and a resolution shall be valid if passed by a majority vote irrespective of which member or members vote in favour of its being passed (provided that this shall only be the case for the purpose of the transaction of the business specified in the agenda contained in the notice of the meeting).
如在开会时间过后一小时内出席会议的人仍达不到法定人数，会议应延期到下周同一天同一时间同一地点召开；如果届时出席会议的人仍达不到法定人数，那么出席会议的人可以形成有效的会议，并就公司交易事宜作出有效决议（会议决议事项应是已经列入会议日程的事项）。
68. The chairman of the Directors shall preside as chairman at every general meeting of the Company. If there is no such chairman, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting or is willing to act as chairman of the meeting or is absent from Hong Kong or has given notice to the Company of his intention not to attend the meeting, the Directors present shall choose one of themselves or if no Director is present or is willing to take the chair, the members present shall elect one of themselves to be chairman of the meeting.
董事会如有董事长，应由他作为主席主持每次的公司股东大会，如果没有董事长，或如果开会时间过后15分钟内他没有出席会议或他不愿主持会议，或者其本人不在香港，或向公司表明其不愿出席会议，出席会议的股东应推选他们当中的一员作为会议主席。如果没有董事出席，或者没有董事愿意主持会议，则出席会议的股东应推选他们当中的一员作为会议主席。
69. The chairman of a meeting, with the consent of any meeting, at which a quorum is present may (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting except business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid, it shall not otherwise be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
70. 经达到法定人数大会的批准主席可以，如经大会指示主席应该，随时随地中止会议，但除了上次会议遗留未决的议题外，延期大会不得处理任何议题。如果大会延期长达30天或以上，如同初次开会一样必须送发延期会议通知。除上述规定外，不必因延期会议或因在延期会议上处理的事务而送发通知。
71. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded:
凡交股东大会表决的决议均应通过举手表决予以决定，除非（在宣布举手表决结果之前或刚宣布结果后）要求进行不记名投票： (a)
by the chairman of the meeting; or 由主席要求投票表决
(b)
by at least two members present in person or by proxy and entitled to vote; or
Vote to show by hands unless poll demanded Adjourned meeting Chairman
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由最少2名亲自或代理出席大会的股东要求投票表决；
(c)
by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or
由占出席会议具有投票权的股东的总投票权10%或以上亲自或代理出席大会的股东或股东们要求投票表决；或
(d)
by a member or members present in person or by proxy holding shares in the Company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
由出席大会且持有公司附有投票权股票，所交付股款总数不少于所有附有投票权股票股款10%的股东或股东们要求投票表决。
72. Unless a poll be so demanded, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.
除非由此要求投票表决，否则将由大会主席宣布一决议经举手表决一致或多数通过，或被否决，并将结果记录在公司股东大会会议记录册中，作为确证，而赞成或反对决议的人数或比例则不用说明。投票表决要求可以撤回。
73. If a poll is duly demanded, it shall be taken in such manner as the chairman of the meeting may direct. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
如果正式要求投票，那么投票应按大会主席决定的方式进行。投票结果应作为要求投票表决那次大会的决议。
74. A poll demanded on the election of the chairman of a meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and place as the chairman of the meeting directs, but in any case not more than twenty-eight days after the meeting at which the poll was demanded. Any business other than that upon which a poll has been demanded may be proceeded with pending the completion of the poll. The demand for a poll may be withdrawn at any time before the conclusion of the meeting; but, if a demand is withdrawn, the chairman of the meeting or other members entitled may himself or themselves demand a poll.
要求选举大会主席或要求休会的投票则应立即进行。有关其它议题的投票请求，应由大会主席决定投票的时间和地点，但投票应在要求提出后28天进行。除非要表决的事项事先已经明确提出要求，否则应予以中止。投票表决要求可以撤回，如果要求被撤回的，那么大会主席或其它股东可以自己名义提出投票表决要求。
75. Notwithstanding anything to the contrary in these Articles and in the Ordinance, a resolution in writing signed by or on behalf of all persons for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the
Written members’ resolution Taking and Withdrawal of poll
Poll demanded Declaration of results
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purposes of these Articles and the Ordinance, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a special resolution so passed.
根据公司法条例和公司章程，一份由所有股东或被所有股东授权接收通知和在股东大会上投票的人签署的书面决议,其效用及有效性与正式召开大会通过的决议一样.
76. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date.
此类决议应自最后一个签名之日起生效，如果决议指定特定日期为签名之日的，那么签名被视为在那天实施。
77. This Article shall not be construed as requiring that persons signing a resolution under this Article shall sign the same document containing the resolution; but where two or more documents are used for the purpose of obtaining signatures under this Article in respect of any resolution, each such document shall be certified in advance by the Secretary of the Company to contain the correct version of the proposed resolution.
本条款不应被解释为要求人们在签署决议时应签署包含该决议的文件；但如果根据本章程的规定，有关决议需要两个或更多文件来获得签章时，每一个文件都应事先警告公司秘书处的认证，以便将决议调整成合适的版本。
VOTES OF MEMBERS
78. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder.
根据目前某类或某些种类股票所附的权利或限制规定，在举手表决时，凡出席会议的股东有一表决权，在投票表决时，每个股东就其所持的每一份股投一张票。 79.
On a poll votes may be given either personally or by proxy.
Votes given
personally or by proxy Right to vote Certificates of member resolutions Effective Date of written members’ resolution
在投票表决时，可以通过股东本人或其代理人进行。
80. On a poll a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way.
在投票表决时，拥有投票权的股东无须使用其所有的投票权，或者将其投票权用同一方式使用。
81. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register.
如果是联合股东，排列第一的联合股东所投的票，不论是亲自或由人代理，应被接受而排除其他联合股东的投票；投票顺序应按股东名册的登记顺序而定。
Right to more than one vote
Voters of joint holders
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82. Any corporation which is a member may, by resolution of its Directors or other governing body, authorise such person as it thinks fit to act as its representative at any general meeting of the Company or of any class of members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member.
如果股东是公司，那么该公司可以授权其认为合适的人代表其参加任会议，并且该代理人应被授予公司相同的权利，就像公司是作为一个个人的情况。
83. A member of unsound mind, in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.
精神不健康或其人身或财产应根据有关精神失常的法律予以处理的股东，在举手或投票表决时，可由其监护人、收养人、财产保佐人或对其财产具有合法管理权的其他人投票，此种监护人或其他人可由代理人或律师代理投票。
84. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid. 在未缴清所催缴的股款或其他目前应付公司的与股份有关的款项之前，任何股东在任何股东大会上均无投票权。
85. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting or poll at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.
在未缴清所催缴的股款或其他目前应付公司的与股份有关的款项之前，任何股东在任何股东大会上均无投票权。
86. Proxy forms shall be sent by the Company to all persons entitled to notice of and to attend and vote at any meeting. The instrument of proxy shall be in writing under the hand of the appointor or his attorney, or, if such appointor be a corporation, under its Seal, or the hand of a duly authorised officer or attorney. A proxy need not be a member.
公司应向所有有权出席会议投票和通知的人寄送委任表格。代表委任书应由委托人或其律师手写，如果委托人是公司，那么应盖上公司的印章，或公司授权的管理人员或者律师的手写签名。受委代表毋须是股东。
87. Instruments of proxy shall be in any usual form or in any other form which the Directors may approve. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
委托代理文书应用董事会认可的普通或通常格式。委托代理文书应被视为授权代理人参加投票表决。。
Corporation acting by
represent-atives at meeting
Vote of
members with unsound mind
Calls in arrears
Objection to voting
Appointment of a proxy
Form of proxy
Delivery of form of proxy
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