1. Any share may be transferred by a member to any child, or other issue, son-in-law, daughter-in-law, father, mother, sister, nephew, niece, wife or husband of such member, and any share of a deceased member may be transferred by his executors or administrators to any child or other issue, son-in-law, daughter-in-law, father, mother, brother, sister, nephew, widow or widower of such deceased member and shares standing in the name of a deceased member or his executors or administrators may be transferred to the trustees of his will, and shares standing in the name of the trustees of the will of any deceased member may be transferred upon any change of trustees to the trustees for the time being of such will, and the restriction in Sub-Article (1) hereof shall not apply to any transfer authorized by this Sub-Article;
译文:股东可以将任何股份转让给自己的任何子女或其他后代、女婿、儿媳、父亲、母亲、姐妹、侄子、侄女、妻子或丈夫,已故股东的任何股份可由其遗嘱执行人或者遗产管理人转让给该已故股东的任何子女或其他后代、女婿、儿媳、父亲、母亲、兄弟、姐妹、侄子、侄女、遗孀或遗鳏,已故股东或其遗嘱执行人、遗产管理人名下的股份可以转让给遗嘱的受托人,任何已故股东遗嘱的受托人名下的股份在受托人发生任何变更时,可以转让给该遗嘱当时的受托人,第(1)款的限制规定不适用于按本款实施的任何转让;
2. We, the several persons whose names and addresses are subscribed here below are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.
译文:姓名和地址记录于本备忘录中的认购人,希望依据本备忘录设立公司,并同意按照与各自的姓名相对应的股数认购公司股份。
3. The number of members of the Company (exclusive of persons who are in the employment 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 fifty; provided that where two or more persons hold one or more shares in the Company jointly they shall for the purpose of this Article be treated as a single member.
译文:公司股东(不包括公司聘用的人员,也不包括公司先前聘用并且在聘用期间内和聘用期间结束后仍为公司股东的人)人数不得不超过五十人;但两个或两个以上的人联名持有公司一个或多个股份的,在本条中应当视为一个股东。
4. All such shares shall be offered to the members in proportion to the existing shares held by them and such offer shall be made by notice specifying the number of shares to which the members are entitled and a limiting time within which the offer, if not accepted will be deemed to be declined and after the expiration of such time or on intimation from the member to whom such notice is given that he declines to accept the shares offered, the Directors may dispose of the same (Subject to Article 1 hereof) to such persons at such times and generally on such terms and conditions as they think proper provided that no share shall be issued at a discount except as prescribed by Section 55 of the Act.
译文:所有此类股份应当按照各股东所持有的现有股数按比例配售给股东,发售要约通知中应当说明股东有权获得的股数和推定拒绝接受要约的期限,期限届满后或者收到股东不接受要约的通知后,董事会(在不违反本备忘录第1条的前提下)可以酌情按照适当的方式将相应股份配售给公司认为适当的人,但发行任何股份的折扣不得违反本备忘录第55条的规定。
5. No member shall be entitled to receive any dividend or to be present or to vote on any question, either personally or by proxy, at any General Meeting, or upon a poll or to be recognized in a quorum whilst any call or other sum shall be due and payable to the company in respect of any of the shares held by him, whether alone or jointly with any other person.
译文:任何股东的任何催缴款项尚未缴纳,与所持有的任何股份(无论单独持有或与其他人联名持有)相关的欠公司任何其他到期款项尚未偿还的,无权获得任何股息,无权亲自出席或者委托代理人出席公司的任何股东大会并在大会上进行表决,无权代表其他股东出席任何股东大会并进行表决,也无权计入法定人数之内。
6. A share may be transferred by a member or other person entitled to transfer to any member of the Company but agreed by majority vote but save as aforesaid, and save as provided by Sub-Article (vi) or (viii) hereof, no share shall be transferred to a person who is not a member so long as any member (or any person selected by the Directors as one whom it is desirable in the interests of the Company to admit to membership) is willing to purchase the same at a fair value.
译文:股东、享有转让权的其他人可以将股份转让给公司任何股东,但须经多数票同意;但除上述规定以及第(vi)款或第(vii)款另有规定外,任何股东或者董事会选择的任何人愿意以公平价格购买转让的股份,并且接受其认购将有利于公司利益的,任何股份不得转让给除股东以外的其他人。
7. The company in General Meeting may make and from time to time vary rules as to the mode in which any shares specified in any transfer notice shall be offered to the members, and as to their rights in regard to the purchase thereof, and in particular may give any member or class of members a preferential right to purchase the same.
译文:公司可在股东大会上制定并不时变更有关向股东发售任何转让通知中规定的任何股份的方式及其购股权的规定,特别是可以向任何股东或任何类别股东授予优先购买该等股份的权利。
8. Notwithstanding the foregoing Sub-Articles, transfer of shares in the company may be made to any person at any price or for any or no consideration provided that all the members of the company agree thereto in writing.
译文:尽管有上述各款的规定,经公司全体股东一致同意后,公司股份可以按任何价格转让给任何人,也可以按任何对价或无对价转让给任何人。
9、The Directors may refuse to register any transfer of a share; a) where the company has a lien on the share or, b) where the Directors are not of the opinion that it is desirable to admit the proposed transferee to membership, but paragraph b) of this Sub-Article shall not apply where the proposed transferee is already a member, nor to a transfer made pursuant to Sub¬-Article (v) hereof;
译文:有下列情形之一的,董事会可以拒绝登记相应股份的转让:a)公司对股份享有留置权的;b)董事会认为将受让人接纳为股东是不可取的。本款第b)项不适用于受让人已经是公司股东的情形,也不适用于依照本条第(v)款实施的转让;
10. Until otherwise determined every such share shall be offered to the members in such proportion and in such manner as provided by Article 5 hereof.
译文:除另有决定外,上述每股股份应当按照本备忘录第5条规定的比例和方式向股东发出认购要约;