发布时间 : 星期一 文章香港公司章程模板中英文2013更新完毕开始阅读
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。
49. 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. The Directors may from time to time fix the minimum amount of stock transferable but so that the minimum shall not exceed the nominal amount of the shares from which the stock arose.
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。
50. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings, participation in assets on a winding up and other matters, as if they held the shares from which the stock arose, but no such rights, privileges or advantages (except participation in dividends and profits and in the assets on a winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred such rights, privileges or advantages. 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。
51. All the provisions of these Articles applicable to paid-up shares shall apply to stock, and the word \
凡适用于缴足股本股票的章程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 SHARES
Applicability of Articles Rights of stock holders
资本变更
52.
The Company may by ordinary resolution:
Alteration of ordinary resolution
经普通决议公司可随时： (a)
consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
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；
(b)
sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association subject to the provisions of the Ordinance; 将全部或部分股份划分成数额小于通知所规定的股份；
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(c)
cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
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。
53. The Company may by ordinary resolution increase its share capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe.
公司可通过普通决议将股本增加到等同于决议所规定的股额和股数的数额； 54. Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the company) and distribute the net proceeds of sale in due proportion among those members, and the directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale
REDUCTION OF CAPITAL
55. Subject to the provisions of the Ordinance, 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 authorised, and consent, required by law. 根据公司条例规定，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。
PURCHASE OF OWN SHARES
56. Subject to the provisions of the Ordinance, the Company may purchase its own shares (including any redeemable shares) and, if it is a private company make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares.
依据公司法例的规定，公司可以回购自己的股份。在私人公司赎回股份或者购买自己公司股份的情况，可以用公司可分配利润或者发行新股收益支付。
ALLOTMENT OF SHARES
57. The Directors shall not exercise any power conferred on them to allot shares in the Company without the prior approval of the Company in general meeting where such approval is required by the Ordinance and otherwise than in accordance with any agreement then existing between the members relating to their relationship as members of the Company. 董事会有权有关分配公司股份，但如果公司法例要求上述决议事先经过经股东大会的批准的，应经过股东大会批准，否则适用股东之间有关的协议。
Increase in Capital
Fractions arising
Reduction of capital
Power to
purchase own shares
Allotment of Shares
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MEETINGS OF MEMBERS: CONVENING OF GENERAL MEETINGS
股东大会
58. The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice convening it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next. The annual general meeting shall be held at such time and place as the Directors shall appoint.
除年内举行的任何其他会议外，每间公司每年另须举行一次大会，作为其周年大会，并须在召开大会的通知书中指明该会议为周年大会；公司举行周年大会的日期，与另一次周年大会相隔的时间不得多于15个月。公司年会召开的时间和地点有董事会决定。
59. All general meetings other than annual general meetings shall be called extraordinary general meetings.
年会以外的所有股东大会均应称为临时股东大会。
60. The Directors may call an extraordinary general meeting whenever it thinks fit, and, on the requisition of members in accordance with the Ordinance, it shall forthwith convene an extraordinary general meeting. If at any time there are not in Hong Kong sufficient Directors capable of acting to form a quorum, any Director or any two members may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
董事会可根据公司条例的规定下股东要求或在其认为需要的时候，提请召开临时股东大会。如果在香港没有达到法定人数的董事，那么任何董事或者两个以上成员可以相同的方式提请临时股东大会。
NOTICE OF GENERAL MEETINGS
61. An annual general meeting or a meeting convened to pass a special resolution shall be called by twenty-one clear days' notice at the least and all other meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if it is so agreed in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat. The notice shall be given in manner provided by these Articles to such members as are, under the provisions of these Articles, entitled to receive notices from the Company.
根据公司条例的规定，公司股东大会以及有关特别决议，至少应提前21天，其它会议提前14天，（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。
62. Every notice of meeting shall specify the place, the day and the hour of meeting, and, in the case of special business, the general nature of such business. Every notice convening an annual general meeting shall specify the meeting as such and every notice convening a meeting to pass a special or extraordinary resolution shall also specify the intention to propose the resolution as a special or extraordinary resolution, as the case may be. Every
Content of notice
Length of Notice Calling
Extraordinary General Meetings Types of general meetings Convening general meetings
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notice of meeting shall state with reasonable prominence that a member entitled to attend and vote is entitled to appoint a proxy to attend and on a poll to vote thereat instead of him and that a proxy need not be a member.
每次会议通知应明确会议召开的地点、日期和时间，如果是针对某一特定事务时还需说明该特定事务的概况。每次公司股东大会年会的会议须在召开大会的通知书中指明该会议为周年大会；每个为通过特别决议而召开的会议须在召开大会的通知书中指明该会议的决议将作为特别决议。每一个会议的通知应当以合理的方式指明凡有权出席大会并于会上投票的股东均有权委任一名代表出席大会，并在投票表决时代其投票。 63. The accidental omission to give notice of any meeting, or to send a form of proxy with a notice where required by these Articles, to any person entitled to receive the same, or the non-receipt of a notice of meeting or form of proxy by such a person, shall not invalidate the proceedings at the meeting.
因偶然意外的原因，而没有送会议通知书给某些股东，或没有收到股东接到通知书的回执，而这些人依据章程规定是应该收到通知书的，这些意外不能使会议进程无效。 64. Where for any purpose an ordinary resolution of the Company is required, a special or extraordinary resolution shall also be effective. Where for any purpose an extraordinary resolution is required a special resolution shall also be effective.
如果要求普通决议的事项，有关的特殊决议和特别决议同样有效。如果要求特殊决议（extradinary resolution）的事项，那么特别决议(special resoltion)同样有效。
PROCEEDINGS AT GENERAL MEETINGS
65. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all business that is transacted at an annual general meeting with the exception of sanctioning or declaring dividends, the consideration of the accounts and balance sheet, the reports of the Directors and Auditors and any other documents required to be annexed to the balance sheet and the appointment or re-appointment of, and the fixing of the remuneration of, the auditors, the election of Directors in the place of those retiring and the renewal, limitation, extension, variation or grant of any authority of or to the Directors, pursuant to the Ordinance, to allot shares.
特别事务是指在特别大会上所处理的一切事务；及在周年大会上所处理的一切事务，但不包括宣布股息，审议账目及董事与核数师的报告书，选举董事接替卸任董事，委任核数师及厘定其酬金等。
Special and Ordinary Business Effectiveness of special and extraordinary resolutions Accidental
Omission to give notice
66. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Two members present in person or by proxy and entitled to vote shall be a quorum for all purposes. A corporation being a member shall be deemed to be personally present for the purpose of this Article if represented by its representative duly authorised in accordance with Article 82.
在大会讨论议题时，如出席大会的股东未达到法定人数，股东大会不能处理任何议题。两名股东或其代理人亲自到场即构成法定人数。按本章程80条规定，在“股东”是公司的情况时，经其合法授权的人的出席被视为亲自出席。
67. If a quorum is not present within one hour from the time appointed for a general meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place; if a quorum is again not present, then at such adjourned meeting the member or
Quorum
If quorum not present
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