1. The Board may subject to Article 156 from time to time pay to the Shareholders such interim Dividends as appear to the Board to be justified by the financial conditions and the profits of the Company and, in particular but without prejudice to the generality of the foregoing, if at any time the share capital of the Company is divided into different classes, the Board may pay such interim Dividends in respect of those Shares in the capital of the Company which confer to the holders thereof deferred or non-preferential rights as well as in respect of those Shares which confer on the holders thereof preferential rights with regard to Dividend and provided that the Board acts bona fide it shall not incur any responsibility to the holders of Shares conferring any preference for any damage that they may suffer by reason of the payment of an interim Dividend on any Shares having deferred or non-preferential rights.
译文:在不违反第156条的前提下,董事会可以不定期地向股东支付临时股息,具体由董事会按照公司的财务状况和利润决定,特别是在不限制上述规定普遍适用性的前提下,如果在任何时候公司的股本分为不同的类别,则董事会可以就公司股本中在股息方面授予持有人递延权和非优先权的股份、以及在股息方面授予持有人优惠权利的股份,向股东支付中期股息;但董事会必须善意行事,不得导致被授予优惠的股份持有人因对享有递延权或非优先权的任何股份支付临时股息而承担任何损害赔偿责任。
2. No Dividend shall be declared or paid or shall be made otherwise than in accordance with the Companies Law. Subject to the provisions of the Companies Law but without prejudice to paragraph (a) of this Article, where any asset, business or property is bought by the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the discretion of the Board in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company, and be available for Dividend accordingly.
译文:所有股息的宣布和支付必须符合《公司法》的规定。在不违反《公司法》并且不影响本条第(a)款规定的前提下,如果在过去的某个日期公司购置了任何资产、业务或财产(不论该日期在公司注册成立之前或之后),该资产、业务或财产自该日期起产生的利润和损失可以由董事会酌情决定全部或部分结转到收入账户中,在所有方面视为公司的利润或损失,并可以相应地用于股息分配。
3. Subject to paragraph (d) of this Article all Dividends and other distributions in respect of Shares shall be stated and discharged, in the case of Shares denominated in Hong Kong dollars, in Hong Kong dollars, and in the case of Shares denominated in any other currency, in such other currency, provided that, in the case of Shares denominated in Hong Kong dollars, the Board may determine in the case of any distribution that Shareholders may elect to receive the same in any other currency selected by the Board, converted at such rate of exchange as the Board may determine.
译文:在不违反本条第(d)款的前提下,与股份相关的所有股息和其他形式的分配,在股份以港币计价的情况下,应当以港币表示和解除,在股份以其他货币计价的情况下,应当相应地以其他货币表示和解除;但是,在股份以港币计价的情况下,董事会可以在进行任何分配时作出决定,股东可以接受董事会选择的任何其他货币,并按董事会决定的汇率进行转换。
4. Notice of the declaration of an interim Dividend shall be given in such manner as the Board shall determine.
译文:宣布中期股息的通知应当采用董事会决定的方式发送。
5. Whenever the Board or the Company in general meeting has resolved that a Dividend be paid or declared, the Board may further resolve that such Dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of any other company, or in any one or more of such ways, with or without offering any rights to Shareholders to elect to receive such Dividend in cash, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Shareholders upon the footing of the value so fixed in order to adjust the rights of all parties and may determine that fractional entitlements shall be aggregated and sold and the benefit shall accrue to the Company rather than to the Shareholders concerned, and may vest any such specific assets in trustees as may seem expedient to the Board and may authorise any person to sign any requisite instruments of transfer and other documents on behalf of all Shareholders interested in the Dividend and such instrument and document shall be effective.
译文:如果董事会或者公司在股东大会上作出决议决定宣布或者支付股息,董事会可以进一步作出决议决定以任何类型的特定资产支付全部或部分股息,特别是用于认购任何其他公司证券的缴足股份、债券及认股权证,或者采用任何一种或多种方式进行支付,同时允许股东选择以现金方式收到股息。在进行分配时出现任何困难的,董事会可以酌情进行解决,特别是可以忽略零星权利或者进行四舍五入,并可以确定分配的特定资产或其任何部分的价值,也可以决定根据确定的价值,以现金方式支付任何股东的股息,从而调整各方的权利,合并和出售零星权利,对公司而非相关股东产生利益,酌情将任何特定资产交付托管。董事会可以授权任何人代表股息的所有利益相关股东与公司或其他人达成协议,并且此类文书和文件均为有效。
6. The Board may further authorise any person to enter into on behalf of all Shareholders having an interest in any agreement with the Company or other(s) providing for such Dividend and matters in connection therewith and any such agreement made under such authority shall be effective.
译文:董事会可以进一步授权任何人代表所有利益相关股东与公司或其他人达成协议,对上述股息和相关事宜作出规定,经授权达成的任何此类协议均为有效协议。
7. Whenever the Board or the Company in general meeting has resolved that a Dividend be paid or declared on the share capital of the Company, the Board may further resolve, either that such Dividend be satisfied wholly or in part in the form of an allotment of Shares credited as fully paid on the basis that the Shares so allotted shall be of the same class or classes as the class or classes already held by the allottee, provided that the Shareholders entitled thereto will be entitled to elect to receive such Dividend (or part thereof) in cash in lieu of such allotment.
译文:如果董事会或者公司在股东大会上作出决议决定对公司的股份宣布或者支付股息,董事会可以进一步作出决议,决定在将配发的股份中由同一类配股认购人持有的每一类股份分别视为同一类股份的基础上,这种股息全部或部分地采用贷记为缴足股份进行配发的方式予以满足;但是,有权获得该等股息的股东,必须有权选择以现金(或部分现金)代替配股。
8. Shareholders entitled to such Dividend will be entitled to elect to receive an allotment of Shares credited as fully paid in lieu of the whole or such part of the Dividend as the Board may think fit on the basis that the Shares so allotted shall be of the same class or classes as the class or classes of Shares already held by the allottee.
译文:有权获得股息的股东将有权选择接受在将配发的股份中由同一类配股认购人持有的每一类股份分别视为同一类股份的基础上,按照董事会酌情决定贷记为缴足股份进行的配发来代替全部或者部分股息。
9. The Company may upon the recommendation of the Board by Ordinary Resolution resolve in respect of any one particular Dividend that notwithstanding the provisions of paragraph (a) of this Article a Dividend may be satisfied wholly in the form of an allotment of Shares credited as fully paid without offering any right to Shareholders to elect to receive such Dividend in cash in lieu of such allotment.
译文:经董事会提议,公司可以就任何特定股息通过如下决议:尽管有本条第(a)款的规定,任何股息可以全部采用贷记为缴足股份进行配发的方式予以满足,同时允许股东选择以现金方式收到股息。
10. Unless and to the extent that the rights attached to any Shares or the terms of issue thereof otherwise provide, all Dividends shall (as regards any Shares not fully paid throughout the period in respect of which the Dividend is paid) be apportioned and paid pro rata according to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the Dividend is paid.
译文:在不违反任何股份所附的权利和股份发行条款的前提下,(在支付股息的整个期间未缴足的任何股份的)所有股息应当按照支付股息的任何期间内对该股份缴纳的金额按比例分摊支付。