发布时间 : 星期五 文章董事委任书（中英对照） - 图文更新完毕开始阅读
the capital of the Company.
本公司依据条款3.8规定购买、赎回或用其他方式获得的股份，可以被注销或作为库存股票持有，但当该股份的购买、赎回及获取来源于资本且违反了条款6.4和6.5，或该股票总价超过该公司已发售股票的80%时，这些购买或赎回的股票应被作废，但仍可以再次发售。股票作废后，与该股票相关的公司资本额度应从公司总资本中减除。
3.10 Where shares in the Company are held by the Company as treasury shares or are held by another company of which the company holds, directly or indirectly, sharers having more than 50 per cent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company.
当公司库存股份或由其他公司持有的股份，直接或间接地，超过了另一公司候选董事的50%时，则这类股份无参与投票或分红的权利，也不得以除决定公司股本外的任何目的作未偿贷款。
3.11 No notice of a trust. whether expressed, implied or constructive, shall be entered in the share register.
任何信托通知，不论是明确表示、暗示或推定的，都不能列入股东名册。
4. TRANSFER OF SHARES股份转让
4.1 Subject to any limitations in the memorandum, registered shares in the Company may be transferred by a written instruction of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. 受本章程约束，公司记名股份可通过转让人签署书面转让文件进行转让，该文件需包含受让人姓名与地址，若无此类转让书面文件，董事会可接受其认为合法的此类转让证明。
4.2 The Company shall not be required to treat a transferee of a registered share in the company as a member until the transferor’s name has been entered in the share register.
除非转让人已被列入股东名册中，否则公司不需视该记名股份受让人为股东。
4.3 Subject to any limitations in the memorandum, the Company must on the application of the transferor or transferee of a registered share in the Company, enter in the share register the name of the transferor of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine, provide always that such registration shall not be suspended and the share register closed for more that 60 days in any period of 12 months.
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受本章程约束，根据记名股票的转让人或受让人的申请，公司须将股份转让人列入股东名册，另外，转让登记可能会暂停，这时，在此期间公司随时通过董事决议决定关闭股东登记。通常，此类登记不应被暂停并且在12个月内股东登记关闭天数不应超过60天。
5. TRANSMISSION OF SHARES股份转移
5.1 The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only persons recognised by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next two articles.
已故股东的遗嘱执行人或管理人，无行为能力股东的监护人，破产股东的受托人是公司承认的唯一有其股份所有权的人，但只有当他们完成接下来的两条条款后，才能行使作为公司股东的权利。
5.2 Any person becoming entitled by operation of law or otherwise to a share or shares of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered, as a member shall be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.
通过法律或其他方式得到任何已故、无行为能力、破产股东股份的任何人 出示董事会要求的合理证明可作为股东登记。登记此类申请的人员为股东时，应视为且也应被董事会视为已故、无行为能力、破产股东的股份转移。
5.3 Any person, who has become entitled to a share or shares inconsequence of the death. incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such requests shall likewise be treated as if it were a transfer.
任何人，当其授权股份与已故、无行为能力、破产股东股份相矛盾时，不对其本人进行登记，而是通过书面请求由他指定的其他人作为此类股份受让人进行登记，这类请求应同样被视为股份转移。
5.4 What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.
5.4 何种程度才算无行为能力的人，这由法院视相关证明和案例情况而定。
6. REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL 法定股本与资本的增加或减少
6.1 The Company may by a resolution of directors amend the memorandum to
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increase or reduce its authorised capital and in connection therewith the Company may, in respect of any unissued shares increase or reduce the number of shares, increase the par value of any shares or effect any combination of the foregoing. 公司可通过董事决议修订章程以增加或减少公司或与公司相关法定股本， 关于未发行股份数，公司可增加或减少股份数，增加股份面值或影响任何上述事项的组合。
6.2 The Company may amend the memorandum to: 公司可修订章程以：
6.2.1 divide the shares, including issued shares, of a class and series into a larger
number of shares of the same class or series; or
将某一类别或序列股分成数额大于现有股份的类别或序列股，包括已发行股份；或
6.2.2 combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series;
将某一类别或序列股合并成数额小于现有股份的类别或序列股，包括已发行股份；
6.2.3 provided, however, that where shares are divided or combined under articles 6.2.1 and 6.2.2, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.
但是，条款6.2.1和6.2.2中分离或合并而成的新股份总面值须与原股份总面值等值。
6.3 The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital, and subject to the provisions of articles 6.4 and 6.5 the capital of the Company may be reduced by transferring an amount of the capital of the Company to surplus. 经董事决议，可将一定数量公司盈余转为资本以增加公司股本，根据条款6.4 和6.5，也可将一定数量公司资本转为盈余以减少公司股本。
6.4 No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares, and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. 股本的减少应不受下列情况影响：公司减少一定股本后少于所有有票面价值的流通股总面值和公司库存股份总面值，及指定的无票面价值的流通股总面值和在公司清算资产中，公司持有作为优先股（若有的话）的无票面价值的库存股份。
6.5 No reduction of capital shall be effected unless the directors determine that immediately after the reduction, the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realisable assets of
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the Company will not be less than its total liabilities, other than deferred taxes, as shown in the books of the Company, and its remaining capital, and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the Company is conclusive, unless a question of law is involved. 除非董事会决定公司股本减少后，公司在正常贸易中负债期满时有能力及时偿还以及公司账簿和股本显示递延税后合理资产和剩余股本不少于负债总值时，否则不可减少股本。且当无欺诈存在时，董事就本公司应取得的代价价值做出的决定将作为结论性的决定，除非有关决定涉及法律问题。
6.6 Where the Company reduces its capital the Company may： 公司减少股本时，可：
6.6.1 return to its members any mount received by the Company upon the issue of any of its shares;
返还股东任意数额公司发行股票所得资本；
6.6.2 purchase, redeem or otherwise acquire its shares out of capital; or 以购买、赎回或其他方式从资本中获取股份；或
6.6.3 cancel any capital that is lost or not represented by assets having a realizable value. 注销丢失资本或不可变现资本。
7. MEETINGS AND CONSENTS OF MEMBERS股东大会
7.1 The directors of the Company may convene meetings of the members of the Company at such times and in such manner and places within or outside the republic of Seychelles as the directors consider necessary or desirable.
公司董事可以按照董事确定为必要或可行的时间和方式在塞舌尔共和国内外的地点召开股东大会。
7.2 Upon the written request of members holding 10 per cent more of the outstanding voting share in the Company, the directors shall convene a meeting of members.
董事会经公司股东提出书面申请后召集股东大会，且提出申请股东至少持有公司10%已缴足股款且拥有投票权利的股份。
7.3 The directors shall give not less than 7 days notice of meeting of members to these persons whose names on the date the notice is given appear as members in the share register of the Company.
董事会应至少提前7天通知召集股东大会，通知对象为至发出通知之日名字在公司股东名册上的股东。
7.4 A meeting of members held in contravention of the requirement in articles 7.3 is not invalid:
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