1. All general meetings other than the annual general meetings are called extraordinary general meetings.
译文:除年度股东大会外,所有其他股东大会均称为特别股东大会。
2. An extraordinary general meeting may be requisitioned by — any director, whenever the director thinks fit; or any requisitionist as provided for by the Act.
译文:特别股东大会的召集方式:由任何董事酌情召集;或者由《公司法》规定的任何召集人召集。
3. Subject to the provisions of the Act relating to special resolutions and any agreement amongst persons who are entitled to receive notices of general meetings from a company, at least 14 days' notice (exclusive of the day on which the notice is served or treated to be served, but inclusive of the day for which notice is given) of any general meeting must be given to persons entitled to receive notices of general meetings from the company.
译文:在不违反《公司法》有关特别决议的规定以及有权收到公司股东大会通知的人之间的任何协议的前提下,召开会议之前至少十四(14)天前(不包括通知送达或推定送达的日期,但包括发出通知的日期),应当向有权收到公司股东大会通知的人发出会议通知。
4. A notice of a general meeting must specify the following: the place at which the general meeting is held; the date and time of the general meeting; in case of special business to be transacted at the general meeting, the general nature of that business.
译文:股东大会通知应当注明以下内容:召开股东大会的地点;召开股东大会的日期和具体时间;会议上需要处理特殊事务的,通知中还应当说明事务的一般性质。
5. All business that is transacted at an annual general meeting is special business, except — the declaration of a dividend; the consideration of the financial statements, the reports of the auditors and the statements of the directors; the election of directors in the place of retiring directors; and the appointment and fixing of the remuneration of the auditors.
译文:除下列事务外,在年度股东大会上处理的其他事务都是特殊事务:宣布股息;审议财务报表、审计师报告和董事会报表;选举新董事代替离任董事;任命审计师,确定审计师的薪酬。
6. Except as otherwise provided in this Constitution, 2 members present in person form a quorum.
译文:除本章程另有规定外,两名股东出席会议的,应当构成法定人数。
7. If within half an hour after the time appointed for a general meeting a quorum is not present, the meeting —-in the case where the meeting is convened upon the requisition of members, is dissolved; or in any other case, is adjourned to the same day in the next week at the same time and place, or to another day and at another time and place as the directors may determine.
译文:在指定的会议开始时间后半小时内未达到法定人数的:在股东召集会议的情况下,会议应当解散;在任何其他情况下,会议日期应当延期一周,具体时间和地点不变,或者由董事会决定延期会议的日期、具体时间和地点。
8. The chairman of a general meeting is — where the board of directors has appointed a chairman amongst the directors, the chairman; or where — the chairman of the board of directors is unwilling to act as the chairman of the general meeting; the chairman is not present within 15 minutes after the time appointed for the holding of the general meeting; or the board of directors has not appointed a chairman amongst the directors, the member elected by the members present for the purpose of being the chairman of the general meeting.
译文:股东大会主席:董事会任命了董事长的,由董事长担任会议主席;有下列情形之一的:董事长不愿担任股东大会主席的;董事长在指定的会议开始时间后十五分钟内未出席会议的;或者董事会未任命董事长的,由出席会议的股东选举一名股东担任会议主席。
9. No business is to be transacted at any adjourned meeting other than the business left unfinished at the general meeting from which the adjournment took place. There is no need to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting unless the adjourned meeting is to be held more than 30 days after the date of the original general meeting.
译文:休会期间不得进行任何交易,但在发生休会的股东大会上已经开始但在休会期间未完成的交易除外。对于延期会议和延期会议上处理的事务,不需要发出任何其他通知,但延期会议在原股东大会日期之日起三十(30)天以后召开的除外。
10. At any general meeting, a resolution put to the vote of the meeting must be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded — by the chairman; by at least 3 members present in person or by proxy; by any member or members present in person or by proxy and representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right.
译文:在任何股东大会上需要表决的决议,应当采取举手表决的方式,但在举手表决的结果宣布之时或之前下列人员要求进行投票表决的除外:会议主席;亲自出席或者通过代理人出席会议的至少三(3)个股东;亲自出席或通过代理人出席会议、并且代表的票数不低于有权在会议上进行表决的全体股东总票数百分之五(5%)的股东;单独持有有投票权的缴足股份不少于有投票权的所有缴足股份百分之五(5%)的一个股东,共同持有有投票权的缴足股份不少于有投票权的所有缴足股份百分之五(5%)的多个股东。