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1、company No. *THE COMPANIES ORDINANCE, CAP. 32A private company limited by sharesARTICLES OF ASSOCIATIONOF* HOLDINGS LIMITED(Adopted by special resolution passed on 2013)Preliminary1. The regulations contained in Table A in the First Schedule to the Ordinance shall not apply to the Company, but the f
2、ollowing shall, subject to repeal, addition and alteration as provided by the Ordinance or these Articles, be the regulations of the Company.2. In these Articles, unless the context requires otherwise, the following words and expressions shall have the meanings set out below:these Articles means the
3、se articles of association as from time to time altered by Special Resolution;Auditors means the auditors of the Company;Business Day means a day (other than a Saturday) on which banks generally are open in Hong Kong for a full range of business;clear days in relation to the period of a notice means
4、 that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;Director means a director of the Company and Directors means the Directors or any of them acting as the board of Directors of the Company;dividend means di
5、vidend or bonus;$ or dollars means Hong Kong Dollars;the holder in relation to shares means the members whose name is entered in the Register as the holder of shares;Hong Kong means the Special Administrative Region of Hong Kong;in writing means written, or produced by any visible substitute for wri
6、ting, or partly one and partly another and signed shall be construed accordingly;month means calendar month;Office means the Registered Office of the Company;Ordinance means the Companies Ordinance, Cap. 32 of the laws of Hong Kong, including any statutory re-enactment or modification thereof for th
7、e time being in force;paid means paid or credited as paid;Register means the Register of members of the Company;Seal means the common seal of the Company or any official seal that the Company may be permitted to have under the Ordinance;Secretary means the secretary of the Company or any other perso
8、n appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;year means year from 1 January to 31 December inclusive;Construction3. In these Articles:(a) unless expressly defined in the Articles, words or expressions that are defined in the Ordi
9、nance bear the same meaning as in the Ordinance but excluding any statutory modification of the Ordinance not in force when the Articles become binding on the Company;(b) references to a document being executed include references to its being executed under hand or under seal or by any other method;
10、(c) words denoting the singular number include the plural number and vice versa, words denoting the masculine gender include the feminine gender and words denoting persons include corporations;(d) headings and marginal notes are inserted for convenience only and do not affect the construction of the
11、se Articles; (e) powers of delegation shall not be restrictively construed but the widest interpretation shall be given to them;(f) the word Directors in the context of the exercise of any power contained in these Articles includes any committee consisting of one or more Directors, any Director hold
12、ing executive office and any local or divisional board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated;(g) no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the e
13、xercise of that or any other power of delegation; and(h) except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Articles
14、or under another delegation of the power.Private CompanyPrivate company restrictions4. The Company is a private company and accordingly:(a) the right to transfer shares is restricted in the manner hereinafter prescribed;(b) the number of members of the Company (exclusive of persons who are in the em
15、ployment of the Company and of persons who having been formerly in the employment of the Company were while in such employment and have continued after the determination of such employment to be members of the Company) is limited to 50. Provided that where two or more persons hold one or more shares
16、 in the Company jointly they shall for the purpose of this Article be treated as a single member;(c) any invitation to the public to subscribe for any shares or debentures of the company is prohibited; and(d) the company shall not have power to issue share warrants to bearer. 本公司为私人公司，据此- (a) 转让股份的权
17、利乃以下文所订明的方式受限制。(b) 公司的成员人数(不包括受雇用于公司的人，亦不包括先前受雇于公司而在受雇用期间及在终止受雇之后，一直作为公司成员的人)以50名为限。但就本条而言，凡2名或多于2名人仕联名持有公司一股或多于一股的股份，该等人仕须视为单一名成员； (c) 禁止任何邀请公众人仕认购公司的任何股份或债权；(d) 禁止公司发行不记名认股权证Share CapitalShares with special rights5. Without prejudice to any special rights previously conferred on the holders of any
18、 existing shares or class of shares, any share may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the Company may from time to time by resolution determine or, subject to and in default o
19、f such determination, as the Directors shall determine.在符合本公司组织备忘录规定，且不影响任何先前赋予现有股份持有人之特别权利之情况下，本公司可依特别决议批准之不同类别股份，发行不同类别股份，附加优先、劣后或其它特别权利予该股份，或限制给予股利、表决权、剩余股本之分配或其它(特别股)Redeemable Shares6. Subject to the provisions of the Ordinance, the Company may issue shares on the terms that they are, or at the
20、 option of the Company or the holder of the shares are liable, to be redeemed on such terms and in such manner as may be provided by these Articles.在符合公司条例及本公司章程之规定下，本公司可依特别决议，经公司选择或股东发生责任时，于特殊事实或特定日期，由公司或股东选择发行行使赎回权之股份。Disposal of shares7. Subject to the provisions of the Ordinance relating to auth
21、ority and otherwise, of any resolution of the Company in general meeting passed pursuant thereto and any agreement then existing between the members relating to their relationship as members of the Company, all unissued shares shall be at the disposal of the Directors and the Directors may allot (wi
22、th or without conferring a right of renunciation) grant options over or otherwise dispose of them to such persons, at such times and on such terms as it thinks proper. This power shall not apply to redeemable shares, which shall be governed by the provisions of Article 6.在不违反公司条例和公司股东大会决议的情况下，所有未发行之
23、股份应由董事会处置(按照开曼公司法)，董事会可依其认为适当之时间、条款和条件，向其认为适当之对象提供分配、授与该等股份之选择权、发行凭证或其它相等之权利。Commissions8. In addition to all other powers of paying commissions, the Company may exercise the powers of paying commissions conferred by the Ordinance, provided that the rate per cent or the amount of the commission paid
24、 or agreed to be paid shall be disclosed in the manner required by the Ordinance and the rate of the commission shall not exceed the rate of 10 per cent of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 per cent of such price (as the case may be
25、). Subject to the provisions of the Ordinance, such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in another. The Company may also on any issue of shares pay such brokerage as may be lawful.公司有权按 公司法 规定支付佣金，但应将支付或同
26、意支付的佣金比率或数额按 公司法 规定的方式予以披露，且佣金比率不得超过有关股份发行价格的 10 % ，或佣金数额不得超过等同于该发行价格 10 的数额（依情况而定）。此种佣金可用现金支付，或用缴清股款或缴清部分股款的股票支付，或部分用现金部分用股票支付。在每次发行股票时，公司也可依法如此支付经纪费。Trusts not recognised9. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company
27、shall not be bound by or be compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an a
28、bsolute right to the entirety thereof in the registered holder.除法令另有规定外，本公司不承认任何人以信托持有股份。除依法令要求外，仅承认股票持有人对于股份之全部有绝对权利(即使公司已受到通知)，公司毋须承认或被迫承认股份之任何衡平法上的权利、有条件的、将来或股份的实际权利。除公司法、本章程之条文之规定外，亦毋须承认其它股份相关之权利，但本公司可按公司法发行部分股份的权利。Variation Of Rights 变更股份附加之权利Variation of rights10. Whenever the share capital of
29、 the Company is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not the Company is being wound up, either with the consent in writing of the holders of thre
30、e-fourths of the issued shares of the class, or with the sanction of a special resolution passed at a separate general meeting of such holders (but not otherwise). 如股本被分为不同类股，任何类别股份附加之权利(除非该发行股份另有规定)，可依照特别股东会决议之批准对该类股进行变更，上述决议之通过需有持有该类股之出席股东不少于四分之三之同意，包括在特别股东会议上亲自出席之股东或被委派之代表，其它则不可。Special class rig
31、hts in general meeting11. All the provisions of these Articles relating to general meetings of the Company or the proceedings thereat (including the provisions of Article 75) shall, mutatis mutandis, apply to every separate general meeting of the holders of a class of shares, except that the necessa
32、ry quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of the class or, at any adjourned meeting of such holders, those members who are present in person or by proxy, whatever their holdings and the holders of shares of the class sha
33、ll, on a poll, have one vote in respect of every share of the class held by them respectively.每次特别股东会将准用公司章程内有关股东会之条文，但其法定出席人数应以该类股之发行股份股东或其代表出席之股东会，任何持有该类股之股东或其代表可要求投票表决。Special rights not varied12. The special rights conferred upon the holders of any shares or class of shares issued with preferred
34、 or other special rights shall not (unless otherwise expressly provided by these Articles or the conditions of issue of such shares) be deemed to be varied by the creation or issue of further shares ranking equally therewith or subsequent thereto.股东所拥有的优先股的权利或其他权利，除非本章程另有明文规定，均应视为可因设立或发行同等股票而作变更。Sha
35、re CertificatesMembers rights to certificates13. Every member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the bala
36、nce of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the Directors may determine. Every certificate shall be under a Seal and shall specify the shares to which it relates, and the amount paid up t
37、hereon. In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate for each class of shares so held, and delivery of a certificate for a share to one of several joint holders shall be deemed sufficient delivery to all such holders.根据 公司法
38、 规定，凡注册登记的股东均有权免费得到盖有公司印记的股权证。公司也可以应股东要求，就其所持股份有偿向股东发放多份股权凭证。每个股权凭证应标明对应股份的情况和缴纳情况。就数人持一股或数股情况而言，公司无义务向所有联合股东发放卡证，每股只需向其中一个股东发放一张卡证即可。Replacement Certificates14. If a share certificate is worn out, defaced, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and
39、payment of the expenses incurred by the Company in investigating evidence but otherwise free of charge, and (in the case of defacement or wearing out) on delivery of the old Certificate.如果股权证丢失、损毁、破损，可以要求更新。Calls On SharesPowers to make calls15. Subject to any terms upon which any shares may have be
40、en issued the Directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times; provided that no call sha
41、ll exceed one-fourth of the nominal amount of the share or be payable at less than one month from the date fixed for the payment of the last preceding call and each member shall (subject to receiving at least fourteen days notice specifying the time or times and place of payment) pay to the Company
42、at the time or times and place so specified the amount called on his shares. A call may be revoked or the time fixed for its payment postponed by the Directors.董事会可随时向股东催缴股款（不论是就票面价值或是溢价），而不必按股票分配条款规定的期限，只要催缴的款额未超过股票票面价值的 25 % ，或缴款日期超过上次催缴所定支付日期一个月，所有股东必须（但至少得在 14 天前收到通知，说明缴款的时间或地点）在规定的时间和地点向公司缴纳所催缴
43、的款额。董事会可以撤销或延长缴款通知。Time when call made16. A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments.催缴股款通知应被视为是在董事会通过催缴通知决议时已经发出，且可规定分期支付Differentiation on calls17. The Directors may, on iss
44、ue of shares, differentiate between the holders of a share as to the amount of calls to be paid and the times of payment.一旦股票发行，董事会便可按所催缴股款的数额和支付时间区分股东。Liability of joint holders18. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.共有股东对缴纳股资负有连带责任
45、。Interest payable19. If a sum called in respect of a share is not paid before or on the day appointed for payment, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate, not exceeding ten per cent. per
46、annum, as the Directors may determine; but the Directors shall be at liberty to waive payment of such interest wholly or in part.如果在规定之日没有缴清所催缴的某笔股款，应缴股款的人应缴纳从规定缴款之日起到事实上缴清款项之时为止的利息，年利率不得超过本金的 10% ，数目由董事会决定，但董事会也有权全部或部分免去此种利息。Deemed call20. Any sum which by the terms of issue of a share becomes paya
47、ble on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which, by the terms of issue, the same becomes payable. In case of non-payment all th
48、e relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.凡按股票发行条款规定在分配时或在某一规定日期应缴纳的股款，不论是票面价值或溢价，根据本章程规定，均应视为是发有正式催缴通知，且应在股票发行条款规定的日期予以缴款，倘若不缴，应视正式催缴股款后款项到期支付的情况而适用
49、本章程所有有关利息和各种费用的支付、没收或其他事项的有关规定。Interest payment on call21. The Directors may, if it thinks fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advanc
