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
88. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may:
代理委托表格和授权书，以及相关公证文件可以：
(a)
be left at or sent by post or facsimile transmission to the Office or at such other place within Hong Kong as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
通过邮件、传真的形式发送给公司或者会议通知书中专门规定的位于香港的某个地方，或者在会议召开前公司为召开会议和延迟会议发出的代理委托书中指明的地方；
(b)
in the case of a poll taken more than 48 hours after it is demanded, be left at or sent by post or facsimile transmission to the or at such other place within Hong Kong as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting after the poll has been demanded and before the time appointed for the taking of the poll; or
倘投票表决不立即采取且投票在48小时后，应留在或通过邮件、传真的形式发送给公司或者通知指明的位于香港的会议地，或者在投票表决要求被提出后公司为召开会议发出的代理委托书中指明的地方；
(c)
where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any Director;
倘投票表决不立即采取，但表决时间在48小时内，此时应递交至要求投票表决的会议主席或秘书或任何董事;
and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
如不送达或提交，代理委托书视为无效。
89. A vote given in accordance with the terms of an instrument of proxy shall be valid, Revocation of notwithstanding the previous death or incapacity of the principal, or revocation of the authority instrument of proxy or of the authority under which the instrument of proxy was executed, or the transfer of the share in respect of which the proxy is given, provided that no intimation in writing of such death, incapacity, revocation or transfer shall have been received by the Company at the Office (or other place referred to in the preceding Article) before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used. 尽管投票前委托人死亡或精神错乱或文书或制作文书的授权被撤销，或文书有关的股份被转让，如果在文书所使用的大会或延期大会召开前，公司注册登记处尚未接到有关上述此种死亡、精神错乱、撤销、或转让的书面通知，按照委托代理或授权委托文书条款规定而进行的投票应视为有效。
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90. An instrument appointing a proxy shall be deemed to include the right to demand, or join in demanding, a poll. The instrument of proxy shall also be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless it provides to the contrary, be valid for any adjournment of the meeting as well as for the meeting to which it relates. Deposit of an instrument of proxy does not preclude a member from attending and voting at the meeting to which it relates or any adjournment of that meeting.
委托代理文书应被视为授权要求或附议要求投票表决之正式文件。委托代理文书也应被视为授权代理人对任何决议修正案进行投票的权利。除非有相反证明，委托代理文书对延期的会议同样有效，就像其对原来的会议一样。委托人参加会议并进行投票的权利不因交存委托代理文书而排除。
Validity of form of proxy
NUMBER, APPOINTMENT AND REMOVAL OF DIRECTORS
91. Unless otherwise determined by special resolution, the number of Directors (other than alternate Directors) shall not be less than two but shall not be more than five in number. 除非有其它特别规定，公司董事不超过5人。
92. The members may at any time and from time to time be entitled to appoint any person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, and remove any Director appointed by it from office.
股东有权在任何时候，且随时，任命董事，以填补正常空缺或作为新添董事，也有权解除现任董事的职务。
Entitlement to appoint/remove Number of Directors
93. Any appointment or removal of a Director under Article 92 shall be by notice to each other member and the Company executed by or on behalf of the appointor and shall take effect on receipt of such notice by each other member and the Company (or on such later date (if any) specified in the notice). The notice shall:
任何依据第92条任命或者撤销公司董事的决定应通知公司每个股东和公司，并在每个股东和公司收到相关通知时生效： (a)
if in hard copy form, be delivered personally to the secretary or to a director other than the director being appointed or removed; or 如果是以复印件形式，应递交给公司秘书或其它董事
(b)
if in hard copy form or if in electronic form, be sent to such address (if any) for the time being specified by or on behalf of the company for that purpose or, in default of such specification, to the office.
如果是以复印件或者电子文档形式，应发送到当时指定地，或者公司为此目的而指定的地址，或者在没有特别要求时，送到公司办公室。
94. The Directors shall have power to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors. The continuing Directors may act notwithstanding any vacancies in their number, but, if the number of Directors is reduced below any minimum number fixed by or in accordance with these Articles, the continuing
Method of appointment and removal
Causal vacancy
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Directors may act for the purpose of filling up vacancies in their number or of calling a general meeting of the Company, but not for any other purpose.
董事会有权在任何时候，且随时，任命董事，以填补正常空缺或作为新添董事。留任董事也可以继续履行董事会职责，但如果或只要董事人数减少到公司章程所规定的必要的法定人数以下，留任董事除履行增加董事到法定数目或召开公司股东大会的职责外，不得履行其他职责。
REMUNERATION OF DIRECTORS
95. The remuneration of Directors shall from time to time be determined by the Remuner-ation Company in general meeting. Such remuneration shall be deemed to accrue from day to day. of Directors 董事的报酬应随时由公司股东大会决定。该报酬应被视为每天在自然增长。
DIRECTORS’ EXPENSES
96. The Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or in connection with the business of the Company.
董事还可因往返参加董事会会议或董事委员会会议或公司股东大会或参与公司有关的事务所发生的旅费、住宿费以及其他正常费用而得到补偿。
POWERS OF DIRECTORS
97. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Ordinance or by these Articles, required to be exercised by the Company in general meetings subject, nevertheless, to any of these Articles, to the provisions of the Ordinance and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
公司事务应由董事会管理，董事会应当支付公司创立和注册登记而发生的所有费用，并可行使按 《 公司法例 》 和本章程规定不由股东大会行使的公司权力，但不得与 《 公司法例 》 的规定和公司股东大会按上述章程和规定制定的条例相悖；公司股东大会所制定的任何条例均不得使董事会先前所制定规定失效。
98. The Directors may delegate any of their powers to any committee consisting of one or more Directors. The Directors may also delegate to any Director holding any executive office such of their powers as the Directors consider desirable to be exercised by him. Any such delegation shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate all or any of the powers delegated to one or more Directors (whether or not acting as a committee) or to any employee or agent of the Company. Any such delegation may be made subject to such conditions as the Directors may specify, and may be revoked or altered. The Directors may co-opt persons other than Directors on to any such committee. Such co-opted persons may enjoy voting rights in the committee. The co-opted members shall be less than one-half of the total membership of the committee and a resolution of any committee shall be effective only if a
Committees of the Directors Powers of Directors Directors’ expenses
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majority of the members present are Directors. Subject to any conditions imposed by the Directors, the proceedings of a committee with two or more members shall be governed by these Articles regulating the proceedings of Directors so far as they are capable of applying. 董事会可将其任何权力授予其认为恰当的由董事所组成的委员会；董事会也可将其任何权力授予其认为恰当的董事。在没有相反规定的情况下，上述授权应视为包含选择再代理人的权利。上述授权的前提是董事会应明确其有权随时限制、撤销和变更该委托。董事可增选董事以外的其他人进入该委员会。在该委员会中，被选中的非董事成员享有投票权，其人数应不超过委员会人数的一半，上述委员会的决议只有在出席会议的委员中董事占多数的情况下方才有效。根据董事设定的条件，任何有2个或2个以上会员组成的委员会的议事程序应适用本章程的相关规定。
99. The Directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.
董事会可随时通过授权书或其它方式任命他人，根据其认为恰当的条件担任公司的代理人，包括授权其行使全部或部分董事的权利。
100. The Directors may appoint any person to any office or employment having a designation or title including the word \existing office or employment with the Company and may terminate any such appointment or the use of any such designation or title. The inclusion of the word \in the designation or title of any such office or employment shall not imply that the holder is a Director of the Company, and the holder shall not thereby be empowered in any respect to act as, or be deemed to be, a Director of the Company for any of the purposes of these Articles. 董事可以任命任何人或雇员担任某种职务，并可授权其使用包含“董事”的头衔，或者将这一头衔授予现存的部门或职位。 但职务名称中的“董事”一词并不意味着其是公司的董事，因此其也不能被授予董事的职权和职责。
101. The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund any pay premiums for the purchaser or provision of any such gratuity, pension or allowance.
Gratuity, pension allowance Offices
including the title \Agents
全体董事可以公司名义对在公司担任任何领取薪资职位的董事在其退休时给付赠予金、养老金或津贴予本人、遗孀或生前由其抚养的人，也可以对任何基金进行捐助，并可以为购入或提供任何这类赠予金、养老金或津贴支付额外费用。
102. The Directors may from time to time make and vary such regulations as it thinks fit with respect to the keeping of branch registers of members pursuant to the Ordinance. 董事可以不时制定，更改或废除规则及附例。
BORROWING POWERS
103. The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures, debenture stock, and, subject to the Ordinance, convertible debentures and convertible
Borrowing powers of Directors Branch register of members
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