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ARTICLES OF ASSOCIATION FOR
PRIVATE COMPANIES LIMITED BY SHARES
(Simplified Form)

Sample A is aSimplified Form of Articles of Associationfor private companies limited by sharesprepared on the assumption that the company adopting it will simplify its administration as far aspossible under the Companies Ordinance (Cap 622). For example,

　　(a)the company has only one class of shares and they are fully paid; and
　　(b)the directors do not appoint alternate directors.

As a result, it may be more appropriate for small owner-managed businesses.For the sake of brevity,statutory provisions are, as far as possible, not repeated.

Provisions on the following matters in the Model Articles of Association for private companies limitedby shares prescribed in Schedule 2 of the Companies (Model Articles) Notice (Cap. 622H) (“Schedule2”) are not included in Sample A –

• Committees (Article 6 of Schedule 2 and the corresponding references in Schedule 2);
• Alternate directors (Articles 15, 28 to 30 of Schedule 2 and the corresponding references inSchedule 2);
• Composite resolution (Article 24 of Schedule 2)
• Classes of shares (Articles 55 and 57 of Schedule 2 and the corresponding references inSchedule 2)
• Consolidated shares certificates (Article 61 of Schedule 2 and the correspondingreferences in Schedule2);
• and Auditors’ insurance (Article 83 of Schedule 2).

Companies may adoptSample A as they see fit.Companies or their officers should consult theirprofessional advisors on any matters which may affect them relating to or arising out of the adoption ofthe Articles of Association in Sample A.

THE COMPANIES OR DINANCE (CHAPTER 622)
Private Company Limited by Shares
ARTICLES OF ASSOCIATION
OF

[ENGLISH COMPANY NAME]
[CHINESE COMPANY NAME

Part A Mandatory Articles
1.Company Name　The name of the company is

“
[ENGLISH COMPANY NAME]
[CHINESE COMPANY NAME]
”
2.Members’ Liabilities
The liability of the members is limited.

3.Liabilities or Contributions of Members
The liability of the members is limited to any amount unpaid on the shares held by the members.

4.Share Capital and Initial Shareholdings (on the company's formation)

The total number of shares that the company proposes to issue
The total amount of share capital to be subscribed by the company’s founder members
(i) The amount to be paid up or to be regarded as paid up
(ii) The amount to remain unpaid or to be regarded as remaining unpaid

Class of Shares

The total number of shares in this class that the company proposes to issue
The total amount of share capital in this class to be subscribed by the company’s founder members
(i) The amount to be paid up or to be regarded as paid up
(ii) The amount to remain unpaid or to be regarded as remaining unpaid

I/WE, the undersigned, wish to form a company and wish to adopt the articles of association asattached, and I/we respectively agree to subscribe for the amount of share capital of the Company andto take the number of shares in the Company set opposite my/our respective name(s).

Part B Other Articles
Part 1
Interpretation

1.Interpretation
(1) In these articles—
articles(本《章程細(xì)則》) means the articles of association of the company;
associated company(有聯(lián)繫公司) means—
(a) a subsidiary of the company;
(b) a holding company of the company; or
(c) a subsidiary of such a holding company;
distribution recipient(分派對(duì)象) means, in relation to a share in respect of which a dividend or other sum is payable—
(a) the holder of the share;
(b) if the share has 2 or more joint holders, whichever of them is named first in the register of members; or
(c) if the holder is no longer entitled to the share by reason of death or bankruptcy or otherwise
by operation of law, the transmittee;
fully paid (已繳足款), in relation to a share, means the price at which the share was issued has been fully paid to the company;
holder(持有人), in relation to a share, means the person whose name is entered in the register of members as the holder of the share;
mental incapacity (精神上無行為能力) has the meaning given by section 2(1) of the Mental Health
Ordinance (Cap. 136);
mentally incapacitated person(精神上無行為能力者) means a person who is found under the Mental
Health Ordinance (Cap. 136) to be incapable, by reason of mental incapacity, of managing and
administering his or her property and affairs;
Ordinance(《條例》) means the Companies Ordinance (Cap. 622);
paid(已繳) means paid or credited as paid;
proxy notice(代表通知書)—see article 43(1);
register of members(成員登記冊(cè)) means the register of members of the company;transmittee (承傳人) means a person entitled to a share by reason of the death or bankruptcy of amember or otherwise by operation of law.
(2) Other words or expressions used in these articles have the same meaning as in the Ordinance as in force on the date these articles become binding on the company.
(3) For the purposes of these articles, a document is authenticated if it is authenticated in any way in which section 828(5) or 829(3) of the Ordinance provides for documents or information to be authenticated for the purposes of the Ordinance.
(4) The articles set out in Schedule 2 of the Companies (Model Articles) Notice (Cap. 622H) do not apply to the company.

Part 2
Private Company

2.Company is private company
(1) The company is a private company and accordingly—
　　(a) a member’s right to transfer shares is restricted in the manner specified in this article;
　　(b) the number of members is limited to 50; and
　　(c) any invitation to the public to subscribe for any shares or debentures of the company is prohibited.
(2) The directors may in their discretion refuse to register the transfer of a share.
(3) In paragraph (1)(b)— member(成員) excludes—
　　(a) a member who is an employee of the company; and
　　(b) a person who was a member while being an employee of the company and who continues to be a member after ceasing to be such an employee.
(4) For the purposes of this article, 2 or more persons who hold shares in the company jointly are to be regarded as 1 member.

Part 3
Directors and Company Secretary
Division 1—Directors’ Powers and Responsibilities

3.Directors' general authority
(1) Subject to the Ordinance and these articles, the business and affairs of the company are
managed by the directors, who may exercise all the powers of the company.

(2)
An alteration of these articles does not invalidate any prior act of the directors that would have
been valid if the alteration had not been made.
(3)
The powers given by this article are not limited by
any other power given to the directors by these
articles.
(4)
A directors’ meeting at which a quorum is present may exercise all powers exercisable by the
directors.
4.
Members’ reserve power
(1)
The members may, by special resolution, direct the directors to take, or refrain from taking,
specified action.
(2)
The special resolution does not invalidate anything that the directors have done before the
passing of the resolution.
5.
Directors may
delegate
(1)
Subject to these articles, the directors may, if they think fit, delegate any of the powers that are
conferred on them under these articles—
(a)
to any person;
(b)
by any means (including by power of attorney);
(c)
to any extent and without territorial limit;
(d)
in relation to any matter; and
(e)
on any terms and conditions.
(2)
If the directors so specify, the delegation may authorize further delegation of the directors’
powers by any person to whom they are delegated.
(3)
The directors may—
(a)
revoke the delegation wholly or in part; or
(b)
revoke or alter its terms and conditions.
Division 2—Decision-taking by Directors
6.
Directors to take decision collectivel
y
(1)
A decision of the directors may only be taken—
(a)
by a majority of the directors at a meeting; or
(b)
in accordance with article 7.
(2)
Paragraph (1) does not apply if—
(a)
the company only has 1 director; and
(b)
no provision of these articles requires it to have more than one director.
(3)
If paragraph (1) does not apply, the director may take decisions without regard to any of the
provisions of these articles relating to directors’ decision-taking.
7.
Unanimous
decisions
(1)
A decision of the directors is taken in accordance with this article when all eligible directors
indicate to each other (either directly or indire
ctly) by any means that they share a common view
on a matter.
(2)
Such a decision may take the form of a resolution in writing, copies of which have been signed by
each eligible director or to which each eligible director has otherwise indicated agreement in
writing.
(3)
A reference in this article to eligible directors is a reference to directors who would have been
entitled to vote on the matter if it had been proposed as a resolution at a directors’ meeting.
(4)
A decision may not be taken in accordance with this article if the eligible directors would not have
formed a quorum at a directors’ meeting.
8.
Calling directors’ meetings
(1)
Any director may call a directors’ meeting by gi
ving notice of the meeting to the directors or by
authorizing the company secretary to give such notice.
(2)
Notice of a directors’ meeting must indicate—
(a)
its proposed date and time; and
(b)
where it is to take place.
(3)
Notice of a directors’ meeting must be given to each director, but need not be in writing.
9.
Participation in directors’ meetings
(1)
Subject to these articles, directors participate in a directors’ meeting, or part of a directors’
meeting, when—
(a)
the meeting has been called and takes place in accordance with these articles; and

(b)
they can each communicate to the others
any information or opinions they have on any
particular item of the business of the meeting.
(2)
In determining whether directors are participating in
a directors’ meeting, it is irrelevant where a
director is and how they communicate with each other.
(3)
If all the directors participating in a directors’ meeting are not in the same place, they may regard
the meeting as taking place wherever any one of them is.
10.
Quorum for directors’ meetings
(1)
At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a
proposal to call another meeting.
(2)
The quorum for directors’ meetings may be fixed from time to time by a decision of the directors
and unless otherwise fixed it is 2 unless there is a sole director, in which case the quorum is 1.
11.
Meetings if total number of directors less than quorum
If the total number of directors for the time being is less than the quorum required for directors’
meetings, the directors must not take any decision other than a decision—
(a)
to appoint further directors; or
(b)
to call a general meeting so as to enable the members to appoint further directors.
12.
Chairing of directors’ meetings
(1)
The directors may appoint a director to chair their meetings.
(2)
The person appointed for the time being is known as the chairperson.
(3)
The directors may terminate the appointment of the chairperson at any time.
(4)
If the chairperson is not participating in a directors’ meeting within 10 minutes of the time at which
it was to start or is unwilling to chair the meeting, the participating directors may appoint one of
themselves to chair it.
13.
Chairperso
n’s casting vote at directors’ meetings
(1)
If the numbers of votes for and against a proposal are equal, the chairperson or other director
chairing the directors’ meeting has a casting vote.
(2)
Paragraph (1) does not apply if, in accordance with these articles, the chairperson or other
director is not to be counted as participating in the decision-making process for quorum or voting
purposes.
14.
Conflicts of interest
(1)
This article applies if—
(a)
a director is in any way (directly or indirectly) interested in a transaction, arrangement or
contract with the company that is significant in relation to the company’s business; and
(b)
the director’s interest is material.
(2)
The director must declare the nature and extent of the director’s interest to the other directors in
accordance with section 536 of the Ordinance.
(3)
The director must neither—
(a)
vote in respect of the transaction, arrangement or contract in which the director is so
interested; nor
(b)
be counted for quorum purposes in respect of the transaction, arrangement or contract.
(4)
If the director contravenes paragraph (3)(a), the vote must not be counted.
(5)
Paragraph (3) does not apply to—
(a)
an arrangement for giving a director any securi
ty or indemnity in res
pect of money lent by
the director to or obligations undertaken by the director for the benefit of the company;
(b)
an arrangement for the company to give any secu
rity to a third party in respect of a debt or
obligation of the company for which the director has assumed responsibility wholly or in part
under a guarantee or indemnity or by the deposit of a security;
(c)
an arrangement under which benefits are made available to employees and directors or
former employees and directors of the company
or any of its subsidiaries, which do not
provide special benefits for directors or former directors; or
(d)
an arrangement to subscribe for or underwrite shares.
(6)
A reference in this article (except in paragraphs (5)(d) and (7)) to a transaction, arrangement or
contract includes a proposed transaction, arrangement or contract.
(7)
In this article—
arrangement to subscribe for or underwrite shares
(
認(rèn)購或包銷股份安排
) means—
(a)
a subscription or proposed subscription for shares or other securities of the company;
(b)
an agreement or proposed agreement to subscribe for shares or other securities of the
company; or
(c)
an agreement or proposed agreement to underwrite any of those shares or securities.

1. 
   Supplementary provisions as to conflicts of interest
   (1)
   A director may hold any other office or position of profit under the company (other than the office
   of auditor and if the company has only 1 director, the office of company secretary) in conjunction
   with the office of director for a period and on terms (as to remuneration or otherwise) that the
   directors determine.
   (2)
   A director or intending director is not disqualified by the office of director from contracting with the
   company—
   (a)
   with regard to the tenure of the other office or position of profit mentioned in paragraph (1);
   or
   (b)
   as vendor, purchaser or otherwise.
   (3)
   The contract mentioned in paragraph (2) or any transaction, arrangement or contract entered into
   by or on behalf of the company in which any direct
   or is in any way interested is not liable to be
   avoided.
   (4)
   A director who has entered into a contract mentioned in paragraph (2) or is interested in a
   transaction, arrangement or contract mentioned in paragraph (3) is not liable to account to the
   company for any profit realized by the transac
   tion, arrangement or contract by reason of—
   (a)
   the director holding the office; or
   (b)
   the fiduciary relation established by the office.
   (5)
   Paragraph (1), (2), (3) or (4) only applies if the director has declared the nature and extent of the
   director’s interest under the paragraph to the other directors in accordance with section 536 of
   the Ordinance.
   (6)
   A director of the company may be a director or other officer of, or be otherwise interested in—
   (a)
   any company promoted by the company; or
   (b)
   any company in which the company may be interested as shareholder or otherwise.
   (7)
   Subject to the Ordinance, the director is not accountable to the company for any remuneration or
   other benefits received by the director as a director or
   officer of, or from the director’s interest in,
   the other company unless the company otherwise directs.
2. 
   Validity of acts of meeting of directors
   The acts of any meeting of directors or the acts of any person acting as a director are as valid as if the
   directors or the person had been duly appointed as a director and was qualified to be a director, even if
   it is afterwards discovered that—
   (a)
   there was a defect in the appointment of any of the directors or of the person acting as a
   director;
   (b)
   any one or more of them were not qualified to be a director or were disqualified from being a
   director;
   (c)
   any one or more of them had ceased to hold office as a director; or
   (d)
   any one or more of them were not entitled to vote on the matter in question.
3. 
   Record of decisions to be kept
   The directors must ensure that the company keeps a written record of every decision taken by the
   directors under article 6(1) for at leas
   t 10 years from the date of the decision.
4. 
   Written record of decision of sole director
   (1)
   This article applies if the company has only 1 director and the director takes any decision that—
   (a)
   may be taken in a directors’ meeting; and
   (b)
   has effect as if agreed in a directors’ meeting.
   (2)
   The director must provide the company with a written record of the decision within 7 days after
   the decision is made.
   (3)
   The director is not required to comply with paragraph (2) if the decision is taken by way of a
   resolution in writing.
   (4)
   If the decision is taken by way of a resolution in writing, the company must keep the resolution for
   at least 10 years from the date of the decision.
   (5)
   The company must also keep a written record provided to it in accordance with paragraph (2) for
   at least 10 years from the date of the decision.
5. Directors’ discretion to make further rules
   Subject to these articles, the directors may make any rule that they think fit about—
   (a)
   how they take decisions; and
   (b)
   how the rules are to be recorded or communicated to directors.
6. Supplementary provisions as to conflicts of interest
   (1)
   A director may hold any other office or position of profit under the company (other than the office
   of auditor and if the company has only 1 director, the office of company secretary) in conjunction
   with the office of director for a period and on terms (as to remuneration or otherwise) that the
   directors determine.
   (2)
   A director or intending director is not disqualified by the office of director from contracting with the
   company—
   (a)
   with regard to the tenure of the other office or position of profit mentioned in paragraph (1);
   or
   (b)
   as vendor, purchaser or otherwise.
   (3)
   The contract mentioned in paragraph (2) or any transaction, arrangement or contract entered into
   by or on behalf of the company in which any direct
   or is in any way interested is not liable to be
   avoided.
   (4)
   A director who has entered into a contract mentioned in paragraph (2) or is interested in a
   transaction, arrangement or contract mentioned in paragraph (3) is not liable to account to the
   company for any profit realized by the transac
   tion, arrangement or contract by reason of—
   (a)
   the director holding the office; or
   (b)
   the fiduciary relation established by the office.
   (5)
   Paragraph (1), (2), (3) or (4) only applies if the director has declared the nature and extent of the
   director’s interest under the paragraph to the other directors in accordance with section 536 of
   the Ordinance.
   (6)
   A director of the company may be a director or other officer of, or be otherwise interested in—
   (a)
   any company promoted by the company; or
   (b)
   any company in which the company may be interested as shareholder or otherwise.
   (7)
   Subject to the Ordinance, the director is not accountable to the company for any remuneration or
   other benefits received by the director as a director or
   officer of, or from the director’s interest in,
   the other company unless the company otherwise directs.
7. 
   Validity of acts of meeting of directors
   The acts of any meeting of directors or the acts of any person acting as a director are as valid as if the
   directors or the person had been duly appointed as a director and was qualified to be a director, even if
   it is afterwards discovered that—
   (a)
   there was a defect in the appointment of any of the directors or of the person acting as a
   director;
   (b)
   any one or more of them were not qualified to be a director or were disqualified from being a
   director;
   (c)
   any one or more of them had ceased to hold office as a director; or
   (d)
   any one or more of them were not entitled to vote on the matter in question.
8. 
   Record of decisions to be kept
   The directors must ensure that the company keeps a written record of every decision taken by the
   directors under article 6(1) for at leas
   t 10 years from the date of the decision.
9. 
   Written record of decision of sole director
   (1)
   This article applies if the company has only 1 director and the director takes any decision that—
   (a)
   may be taken in a directors’ meeting; and
   (b)
   has effect as if agreed in a directors’ meeting.
   (2)
   The director must provide the company with a written record of the decision within 7 days after
   the decision is made.
   (3)
   The director is not required to comply with paragraph (2) if the decision is taken by way of a
   resolution in writing.
   (4)
   If the decision is taken by way of a resolution in writing, the company must keep the resolution for
   at least 10 years from the date of the decision.
   (5)
   The company must also keep a written record provided to it in accordance with paragraph (2) for
   at least 10 years from the date of the decision.
10. 
    Directors’ discretion to make further rules
    Subject to these articles, the directors may make any rule that they think fit about—
    (a)
    how they take decisions; and
    (b)
    how the rules are to be recorded or communicated to directors.

(ii)
a sum payable by way of a penalty in respect of non-compliance with any requirement
of a regulatory nature; or
(b)
any liability incurred by the director—
(i)
in defending criminal proceedings in which the director is convicted;
(ii)
in defending civil proceedings brought by
the company, or an associated company of
the company, in which judgment is given against the director;
(iii)
in defending civil proceedings brought
on behalf of the company by a member of the
company or of an associated company of t
he company, in which judgment is given
against the director;
(iv)
in defending civil proceedings brought on behalf of an associated company of the
company by a member of the associated co
mpany or by a member of an associated
company of the associated company, in which judgment is given against the director;
or
(v)
in connection with an application for relief under section 903 or 904 of the Ordinance
in which the Court refuses to grant the director relief.
(3)
A reference in paragraph (2)(b) to a conviction, judgment or refusal of relief is a reference to the
final decision in the proceedings.
(4)
For the purposes of paragraph (3), a conviction, judgment or refusal of relief—
(a)
if not appealed against, becomes final at the end of the period for bringing an appeal; or
(b)
if appealed against, becomes final when the app
eal, or any further appeal, is disposed of.
(5)
For the purposes of paragraph (4)(b), an appeal is disposed of if—
(a)
it is determined, and the period for bringing any further appeal has ended; or
(b)
it is abandoned or otherwise ceases to have effect.
26.
Insurance
The directors may decide to purchase and maintain insurance, at the expense of the company, for a
director of the company, or a director of
an associated company of the company, against—
(a)
any liability to any person attaching to the director in connection with any negligence,
default, breach of duty or breach of trust (except for fraud) in relation to the company or
associated company (as the case may be); or
(b)
any liability incurred by the director in defending any proceedings (whether civil or criminal)
taken against the director for any negligence, default, breach of duty or breach of trust
(including fraud) in relation to the company or associated company (as the case may be).
Division 5—Company Secretary
27.
Appointment and removal of company secretary
(1)
The directors may appoint a company secretary for a term, at a remuneration and on conditions
they think fit.
(2)
The directors may remove a company secretary appointed by them.
Part 4
Decision-taking by Members
Division 1—Organization of General Meetings
28.
General meetings
(1)
Subject to sections 611, 612 and 613 of the Ordinance, the company must, in respect of each
financial year of the company, hold a general meeting as its annual general meeting in
accordance with section 610 of the Ordinance.
(2)
The directors may, if they think fit, call a general meeting.
(3)
If the directors are required to call a general meeting under section 566 of the Ordinance, they
must call it in accordance with section 567 of the Ordinance.
(4)
If the directors do not call a general meeting in accordance with section 567 of the Ordinance, the
members who requested the meeting, or any of them representing more than one half of the total
voting rights of all of them, may themselves call a general meeting in accordance with section
568 of the Ordinance.
29.
Notice of general meetings
(1)
An annual general meeting must be called by notice of at least 21 days in writing.
(2)
A general meeting other than an annual general meeting must be called by notice of at least 14
days in writing.
(3)
The notice is exclusive of—
(a)
the day on which it is served or deemed to be served; and
(b)
the day for which it is given.

(4)
The notice must—
(a)
specify the date and time of the meeting;
(b)
specify the place of the meeting (and if the meeting is to be held in 2 or more places, the
principal place of the meeting and the other place or places of the meeting);
(c)
state the general nature of the business to be dealt with at the meeting;
(d)
for a notice calling an annual general meeting, state that the meeting is an annual general
meeting;
(e)
if a resolution (whether or not a special resolution) is intended to be moved at the meeting—
(i)
include notice of the resolution; and
(ii)
include or be accompanied by a statement
containing any information or explanation
that is reasonably necessary to indicate the purpose of the resolution;
(f)
if a special resolution is intended to be moved at the meeting, specify the intention and
include the text of the special resolution; and
(g)
contain a statement specifying a member’s right to appoint a proxy under section 596(1)
and (3) of the Ordinance.
(5)
Paragraph (4)(e) does not apply in relation to a resolution of which—
(a)
notice has been included in the notice of the meeting under section 567(3) or 568(2) of the
Ordinance; or
(b)
notice has been given under section 615 of the Ordinance.
(6)
Despite the fact that a general meeting is called by shorter notice than that specified in this
article, it is regarded as having been duly called if it is so agreed—
(a)
for an annual general meeting, by all the members entitled to attend and vote at the
meeting; and
(b)
in any other case, by a majority in number of the members entitled to attend and vote at the
meeting, being a majority together representing at least 95% of the total voting rights at the
meeting of all the members.
30.
Persons entitled to receive notice of general meetings
(1)
Notice of a general meeting must be given to—
(a)
every member; and
(b)
every director.
(2)
In paragraph (1), the reference to a member
includes a transmittee, if the company has been
notified of the transmittee’s entitlement to a share.
(3)
If notice of a general meeting or any other document relating to the meeting is required to be
given to a member, the company must give a copy of it to its auditor (if more than one auditor, to
everyone of them) at the same time as the notice or the other document is given to the member.
31.
Accidental omission to give notice of general meetings
Any accidental omission to give notice of a general meeting to, or any non-receipt of notice of a
general meeting by, any person entitled to receive
notice does not invalidate the proceedings at the
meeting.
32.
Attendance and speaking at general meetings
(1)
A person is able to exercise the right to s
peak at a general meeting when the person is in a
position to communicate to all those attending the meeting, during the meeting, any information
or opinions that the person has on the business of the meeting.
(2)
A person is able to exercise the right to vote at a general meeting when—
(a)
the person is able to vote, during the meeting, on resolutions put to the vote at the meeting;
and
(b)
the person’s vote can be taken into account in determining whether or not those resolutions
are passed at the same time as the votes of all the other persons attending the meeting.
(3)
The directors may make whatever arrangements they consider appropriate to enable those
attending a general meeting to exercise their rights to speak or vote at it.
(4)
In determining attendance at a general meeting, it is immaterial whether any 2 or more members
attending it are in the same place as each other.
(5)
Two or more persons who are not in the same place as each other attend a general meeting if
their circumstances are such that if they have rights to speak and vote at the meeting, they are
able to exercise them.
33.
Quorum for general meetings
(1)
Two members present in person or by proxy constitute a quorum at a general meeting. If the
company has only one member, that member present in person or by proxy constitutes a quorum
at a general meeting of the company.

(2)
No business other than the appointment of the chairperson of the meeting is to be transacted at a
general meeting if the persons attending it do not constitute a quorum.
34.
Chairing general meetings
(1)
If the chairperson (if any) of the board of directors is present at a general meeting and is willing to
preside as chairperson at the meeting, the m
eeting is to be presided over by him or her.
(2)
The directors present at a general meeting must elect one of themselves to be the chairperson
if—
(a)
there is no chairperson of the board of directors;
(b)
the chairperson is not present within 15 minutes after the time appointed for holding the
meeting;
(c)
the chairperson is unwilling to act; or
(d)
the chairperson has given notice to the company of the intention not to attend the meeting.
(3)
The members present at a general meeting must elect one of themselves to be the chairperson
if—
(a)
no director is willing to act as chairperson; or
(b)
no director is present within 15 minutes after the time appointed for holding the meeting.
(4)
A proxy may be elected to be the chairperson of a general meeting by a resolution of the
company passed at the meeting.
35.
Attendance and speaking by non-members
(1)
Directors may attend and speak at general meetings, whether or not they are members of the
company.
(2)
The chairperson of a general meeting may permit other persons to attend and speak at a general
meeting even though they are not—
(a)
members of the company; or
(b)
otherwise entitled to exercise the rights of members in relation to general meetings.
36.
Adjournment
(1)
If a quorum is not present within half an hour from the time appointed for holding a general
meeting, the meeting must—
(a)
if called on the request of members, be dissolved; or
(b)
in any other case, be 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 that the directors determine.
(2)
If at the adjourned meeting, a quorum is not present within half an hour from the time appointed
for holding the meeting, the member or member
s present in person or by proxy constitute a
quorum.
(3)
The chairperson may adjourn a general meeting at which a quorum is present if—
(a)
the meeting consents to an adjournment; or
(b)
it appears to the chairperson that an adjournment is necessary to protect the safety of any
person attending the meeting or ensure that the business of the meeting is conducted in an
orderly manner.
(4)
The chairperson must adjourn a general meeting if directed to do so by the meeting.
(5)
When adjourning a general meeting, the chairperson must specify the date, time and place to
which it is adjourned.
(6)
Only the business left unfinished at the general meeting may be transacted at the adjourned
meeting.
(7)
If a general meeting is adjourned for 30 days or more, notice of the adjourned meeting must be
given as for an original meeting.
(8)
If a general meeting is adjourned for less than 30 days, it is not necessary to give any notice of
the adjourned meeting.
Division 2—Voting at General Meetings
37.
General rules on voting
(1)
A resolution put to the vote of a general meeting must be decided on a show of hands unless a
poll is duly demanded in accordance with these articles.
(2)
If there is an equality of votes, whether on a show of hands or on a poll, the chairperson of the
meeting at which the show of hands takes place or at which the poll is demanded, is entitled to a
second or casting vote.
(3)
On a vote on a resolution on a show of hands at a general meeting, a declaration by the
chairperson that the resolution—
(a)
has or has not been passed; or
(b)
has passed by a particular majority,

is conclusive evidence of that fact without proof of the number or proportion of the votes recorded
in favour of or against the resolution.
(4)
An entry in respect of the declaration in the minutes of the meeting is also conclusive evidence of
that fact without the proof.
38.
Errors and disputes
(1)
Any objection to the qualification of any person voting at a general meeting may only be raised at
the meeting or adjourned meeting at which the vote objected to is tendered, and a vote not
disallowed at the meeting is valid.
(2)
Any objection must be referred to the chairperson of the meeting whose decision is final.
39.
Demanding a poll
(1)
A poll on a resolution may be demanded—
(a)
in advance of the general meeting where it is to be put to the vote; or
(b)
at a general meeting, either before or on the declaration of the result of a show of hands on
that resolution.
(2)
A poll on a resolution may be demanded by—
(a)
the chairperson of the meeting;
(b)
at least 2 members present in person or by proxy; or
(c)
any member or members present in person or
by proxy and representing at least 5% of the
total voting rights of all the members having the right to vote at the meeting.
(3)
The instrument appointing a proxy is regarded as conferring authority to demand or join in
demanding a poll on a resolution.
(4)
A demand for a poll on a resolution may be withdrawn.
40.
Number of votes a member has
(1)
On a vote on a resolution on a show of hands at a general meeting—
(a)
every member present in person has 1 vote; and
(b)
every proxy present who has been duly appointed by a member entitled to vote on the
resolution has 1 vote.
(2)
If a member appoints more than one proxy, the proxies so appointed are not entitled to vote on
the resolution on a show of hands.
(3)
On a vote on a resolution on a poll taken at a general meeting—
(a)
every member present in person has 1 vote for each share held by him or her; and
(b)
every proxy present who has been duly appointed by a member has 1 vote for each share
in respect of which the proxy is appointed.
(4)
This article has effect subject to any rights or restrictions attached to any shares or class of
shares.
41.
Votes of joint holders of shares
(1)
For joint holders of shares, only the vote of the most senior holder who votes (and any proxies
duly authorized by the holder) may be counted.
(2)
For the purposes of this article, the seniority of a holder of a share is determined by the order in
which the names of the joint holders appear in the register of members.
42.
Votes of mentally incapacitated members
(1)
A member who is a mentally incapacitated person may vote, whether on a show of hands or on a
poll, by the member’s committee, receiver, guardian or other person in the nature of a committee,
receiver or guardian appointed by the Court.
(2)
The committee, receiver, guardian or other person may vote by proxy on a show of hands or on a
poll.
43.
Content of proxy notices
(1)
A proxy may only validly be appointed by a notice in writing (
proxy notice
) that—
(a)
states the name and address of the member appointing the proxy;
(b)
identifies the person appointed to be that member’s proxy and the general meeting in
relation to which that person is appointed;
(c)
is authenticated, or is signed on behalf of the member appointing the proxy; and
(d)
is delivered to the company in accordance with these articles and any instructions
contained in the notice of the general meeting in relation to which the proxy is appointed.
(2)
The company may require proxy notices to be delivered in a particular form, and may specify
different forms for different purposes.
(3)
If the company requires or allows a proxy notice to be delivered to it in electronic form, it may
require the delivery to be properly protected
by a security arrangement it specifies.

(4)
A proxy notice may specify how the proxy appointed under it is to vote (or that the proxy is to
abstain from voting) on one or more resolutions dealing with any business to be transacted at a
general meeting.
(5)
Unless a proxy notice indicates otherwise, it must be regarded as—
(a)
allowing the person appointed under it as a proxy discretion as to how to vote on any
ancillary or procedural resolutions put to the general meeting; and
(b)
appointing that person as a proxy in relation to any adjournment of the general meeting to
which it relates as well as the meeting itself.
44.
Execution of appointment of proxy on behalf of member appointing the proxy
If a proxy notice is not authenticated, it must be accompanied by written evidence of the authority of
the person who executed the appointment to execute it on behalf of the member appointing the proxy.
45.
Delivery of proxy notice and notice revoking appointment of proxy
(1)
A proxy notice does not take effect unless it is received by the company—
(a)
for a general meeting or adjourned general meeting, at least 48 hours before the time
appointed for holding the meeting or adjourned meeting; and
(b)
for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time
appointed for taking the poll.
(2)
An appointment under a proxy notice may be revoked by delivering to the company a notice in
writing given by or on behalf of the person by whom or on whose behalf the proxy notice was
given.
(3)
A notice revoking the appointment only takes effect if it is received by the company—
(a)
for a general meeting or adjourned general meeting, at least 48 hours before the time
appointed for holding the meeting or adjourned meeting; and
(b)
for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time
appointed for taking the poll.
46.
Effect of member’s voting in person on proxy’s authority
(1)
A proxy’s authority in relation to a resolution
is to be regarded as revoked in the circumstances
set out in section 605 of the Ordinance.
(2)
A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a
general meeting remains so entitled in respect of the meeting or any adjournment of it, even
though a valid proxy notice has been delivered to the company by or on behalf of the member.
47.
Effect of proxy votes in case of death, mental incapacity, etc. of member appointing the
proxy
(1)
A vote given in accordance with the terms of a proxy notice is valid despite—
(a)
the previous death or mental incapacity of the member appointing the proxy;
(b)
the revocation of the appointment of the proxy or of the authority under which the
appointment of the proxy is executed; or
(c)
the transfer of the share in respect of which the proxy is appointed.
(2)
Paragraph (1) does not apply if notice in writing of the death, mental incapacity, revocation or
transfer is received by the company—
(a)
for a general meeting or adjourned general meeting, at least 48 hours before the time
appointed for holding the meeting or adjourned meeting; and
(b)
for a poll taken more than 48 hours after it was demanded, at least 24 hours before the time
appointed for taking the poll.
48.
Amendments to proposed resolutions
(1)
An ordinary resolution to be proposed at a general meeting may be amended by ordinary
resolution if—
(a)
notice of the proposed amendment is given to the company secretary in writing; and
(b)
the proposed amendment does not, in the reasonable opinion of the chairperson of the
meeting, materially alter the scope of the resolution.
(2)
The notice must be given by a person entitled to vote at the general meeting at which it is to be
proposed at least 48 hours before the meeting is to take place (or a later time the chairperson of
the meeting determines).
(3)
A special resolution to be proposed at a general meeting may be amended by ordinary resolution
if—
(a)
the chairperson of the meeting proposes the amendment at the meeting at which the
special resolution is to be proposed; and
(b)
the amendment merely corrects a grammatical or other non-substantive error in the special
resolution.

(4)
If the chairperson of the meeting, acting in good faith, wrongly decides that an amendment to a
resolution is out of order, the vote on that resolution remains valid unless the Court orders
otherwise.
Part 5
Shares and Distributions
Division 1—Issue of Shares
49.
All shares to be fully paid up
No share is to be issued unless the share is fully paid.
Division 2—Interests in Shares
50.
Company only bound by absolute interests
(1)
Except as required by law, no person is to
be recognized by the company as holding any share
on any trust.
(2)
Except as otherwise required by law or these
articles, the company is not in any way to be bound
by or recognize any interest in a share other than the holder’s absolute ownership of it and all the
rights attaching to it.
(3)
Paragraph (2) applies even though the company has notice of the interest.
Division 3—Share Certificates
51.
Certificates to be issued except in certain cases
(1)
The company must issue each member, free of charge, with one or more certificates in respect of
the shares that the member holds, within—
(a)
2 months after allotment or lodgment of a proper instrument of transfer; or
(b)
any other period that the conditions of issue provide.
(2)
If more than one person holds a share, only 1 certificate may be issued in respect of it.
52.
Contents and execution of share certificates
(1)
A certificate must specify—
(a)
in respect of how many shares the certificate is issued;
(b)
the fact that the shares are fully paid; and
(c)
any distinguishing numbers assigned to them.
(2)
A certificate must—
(a)
have affixed to it the company’s common seal or the company’s official seal under section
126 of the Ordinance; or
(b)
be otherwise executed in accordance with the Ordinance.
53.
Replacement share certificates
(1)
If a certificate issued in respect of a member’s shares is defaced, damaged, lost or destroyed, the
member is entitled to be issued with a replacement certificate in respect of the same shares.
(2)
A member exercising the right to be issued with a replacement certificate—
(a)
must return the certificate that is to be replaced to the company if it is defaced or damaged;
and
(b)
must comply with the conditions as to evi
dence, indemnity and the payment of a reasonable
fee that the directors decide.
Division 4—Transfer and Transmission of Shares
54.
Transfer of shares
(1)
Shares may be transferred by means of an instrum
ent of transfer in any usual form or any other
form approved by the directors, which is executed by or on behalf of both the transferor and the
transferee.
(2)
No fee may be charged by the company for registering any instrument of transfer or other
document relating to or affecting the title to any share.
(3)
The company may retain any instrument of transfer that is registered.
(4)
The transferor remains the holder of a share until the transferee’s name is entered in the register
of members as holder of it.
55.
Power of directors to refuse transfer of shares
(1)
Without limiting article 2(2), the directors may refuse to register the transfer of a share if—
(a)
the instrument of transfer is not lodged at the company’s registered office or another place
that the directors have appointed;

(b)
the instrument of transfer is not accompanied by the certificate for the share to which it
relates, or other evidence the directors reasonably require to show the transferor’s right to
make the transfer, or evidence of the right of someone other than the transferor to make the
transfer on the transferor’s behalf; or
(c)
the transfer is in respect of more than one class of shares.
(2)
If the directors refuse to register the transfer of a share under paragraph (1) or article 2(2)—
(a)
the transferor or transferee may request a statement of the reasons for the refusal; and
(b)
the instrument of transfer must be returned to the transferor or transferee who lodged it
unless the directors suspect that the proposed transfer may be fraudulent.
(3)
The instrument of transfer must be returned in accordance with paragraph (2)(b) together with a
notice of refusal within 2 months after the date on which the instrument of transfer was lodged
with the company.
(4)
If a request is made under paragraph (2)(a), the directors must, within 28 days after receiving the
request—
(a)
send the transferor or transferee who made the request a statement of the reasons for the
refusal; or
(b)
register the transfer.
56.
Transmission of shares
If a member dies, the company may only recognize t
he following person or persons as having any title
to a share of the deceased member—
(a)
if the deceased member was a joint holder of the share, the surviving holder or holders of
the share; and
(b)
if the deceased member was a sole holder of the share, the legal personal representative of
the deceased member.
57.
Transmittees’ rights
(1)
If a transmittee produces evidence of entitlement to the share as the directors properly require,
the transmittee may, subject to these articles, choose to become the holder of the share or to
have the share transferred to another person.
(2)
The directors have the same right to refuse or suspend the registration as they would have had if
the holder had transferred the share before the transmission.
(3)
A transmittee is entitled to the same dividends and other advantages to which the transmittee
would be entitled if the transmittee were the holder of the share, except that the transmittee is
not, before being registered as a member in respect of the share, entitled in respect of it to
exercise any right conferred by membership
in relation to meetings of the company.
(4)
The directors may at any time give notice requiring a transmittee to choose to become the holder
of the share or to have the share transferred to another person.
(5)
If the notice is not complied with within 90 days of the notice being given, the directors may
withhold payment of all dividends, bonuses or othe
r moneys payable in respect of the share until
the requirements of the notice have been complied with.
58.
Exercise of transmittees’ rights
(1)
If a transmittee chooses to become the holder of a share, the transmittee must notify the
company in writing of the choice.
(2)
Within 2 months after receiving the notice, the directors must—
(a)
register the transmittee as the holder of the share; or
(b)
send the transmittee a notice of refusal of registration.
(3)
If the directors refuse registration, the transmittee may request a statement of the reasons for the
refusal.
(4)
If a request is made under paragraph (3), the directors must, within 28 days after receiving the
request—
(a)
send the transmittee a statement of the reasons for the refusal; or
(b)
register the transmittee as the holder of the share.
(5)
If the transmittee chooses to have the share transferred to another person, the transmittee must
execute an instrument of transfer in respect of it.
(6)
All the limitations, restrictions and other provisions of these articles relating to the right to transfer
and the registration of transfer of shares apply to the notice under paragraph (1) or the transfer
under paragraph (5), as if the transmission had not occurred and the transfer were a transfer
made by the holder of the share before the transmission.

1. 
   Transmittees bound by prior notices
   If a notice is given to a member in respect of shares and a transmittee is entitled to those shares, the
   transmittee is bound by the notice if it was given to the member before the transmittee’s name has
   been entered in the register of members.
   Division 5—Alteration and Reduction of Share Capital, Share Buy-backs
   and Allotment of Shares
2. 
   Alteration of share capital
   The company may by ordinary resolution alter its share capital in any one or more of the ways set out
   in section 170(2)(a), (b), (c), (d), (e) and (f)(i) of the Ordinance, and section 170(3), (4), (5), (6), (7) and
   (8) of the Ordinance applies accordingly.
3. 
   Reduction of share capital
   The company may by special resolution reduce its share capital in accordance with Division 3 of Part 5
   of the Ordinance.
4. 
   Share buy-backs
   The company may buy back its own shares (including any redeemable shares) in accordance with
   Division 4 of Part 5 of the Ordinance.
5. 
   Allotment of shares
   The directors must not exercise any power conferred on them to allot shares in the company without
   the prior approval of the company by resolution
   if the approval is required by section 140 of the
   Ordinance.
   Division 6—Distributions
6. 
   Procedure for declaring dividends
   (1)
   The company may at a general meeting declare dividends, but a dividend must not exceed the
   amount recommended by the directors.
   (2)
   The directors may from time to time pay the members interim dividends that appear to the
   directors to be justified by the profits of the company.
   (3)
   A dividend may only be paid out of the profits in accordance with Part 6 of the Ordinance.
   (4)
   Unless the members’ resolution to declare or directors’ decision to pay a dividend, or the terms
   on which shares are issued, specify otherwise, it must be paid by reference to each member’s
   holding of shares on the date of the resolution or decision to declare or pay it.
   (5)
   Before recommending any dividend, the directors may set aside out of the profits of the company
   any sums they think fit as reserves.
   (6)
   The directors may—
   (a)
   apply the reserves for any purpose to which the profits of the company may be properly
   applied; and
   (b)
   pending such an application, employ the reserves in the business of the company or invest
   them in any investments (other than shares of the company) that they think fit.
   (7)
   The directors may also without placing the sums
   to reserve carry forward any profits that they
   think prudent not to divide.
7. Payment of dividends and other distributions
   (1)
   If a dividend or other sum that is a distribution is payable in respect of a share, it must be paid by
   one or more of the following means—
   (a)
   transfer to a bank account specified by the distribution recipient either in writing or as the
   directors decide;
   (b)
   sending a cheque made payable to the distribu
   tion recipient by post to the distribution
   recipient at the distribution recipient’s registered address (if the distribution recipient is a
   holder of the share), or (in any other case) to an address specified by the distribution
   recipient either in writing or as the directors decide;
   (c)
   sending a cheque made payable to the specified person by post to the specified person at
   the address the distribution recipient has specified either in writing or as the directors
   decide;
   (d)
   any other means of payment as the directors agree with the distribution recipient either in
   writing or as the directors decide.
   (2)
   In this article—
   specified person
   (
   指明人士
   ) means a person specified by the distribution recipient either in writing or
   as the directors decide.
8. No interest on distributions
   The company may not pay interest on any dividend or other sum payable in respect of a share unless
   otherwise provided by—
   (a)
   the terms on which the share was issued; or
   (b)
   the provisions of another agreement between the holder of the share and the company.
9. 
   Unclaimed distributions
   (1)
   If dividends or other sums are payable in respec
   t of shares and they are not claimed after having
   been declared or become payable, they may be invested or made use of by the directors for the
   benefit of the company until claimed.
   (2)
   The payment of the dividends or other sums into a separate account does not make the company
   a trustee in respect of it.
   (3)
   A distribution recipient is no longer entitled to a dividend or other sum and it ceases to remain
   owing by the company, if—
   (a)
   12 years have passed from the date on which the dividend or other sum became due for
   payment; and
   (b)
   the distribution recipient has not claimed it.
10. 
    Non-cash distributions
    (1)
    Subject to the terms of issue of the share in question, the company may, by ordinary resolution
    on the recommendation of the directors, decide to pay all or part of a dividend or other
    distribution payable in respect of a share by transferring non-cash assets of equivalent value
    (including, without limitation, shares
    or other securities in any company).
    (2)
    For paying a non-cash distribution, the directors may make whatever arrangements they think fit,
    including, if any difficulty arises regarding the distribution—
    (a)
    fixing the value of any assets;
    (b)
    paying cash to any distribution recipient on the basis of that value in order to adjust the
    rights of recipients; and
    (c)
    vesting any assets in trustees.
11. 
    Waiver of distributions
    (1)
    Distribution recipients may waive their entitlement to a dividend or other distribution payable in
    respect of a share by executing to the company a deed to that effect.
    (2)
    But if the share has more than one holder or more than one person is entitled to the share
    (whether by reason of the death or bankruptcy of one or more joint holders, or otherwise), the
    deed is not effective unless it is expressed to
    be executed by all the holders or other persons
    entitled to the share.
    Division 7—Capitalization of Profits
12. 
    Capitalization of profits
    (1)
    The company may by ordinary resolution on the recommendation of the directors capitalize
    profits.
    (2)
    If the capitalization is to be accompanied by the issue of shares or debentures, the directors may
    apply the sum capitalized in the proportions in which the members would be entitled if the sum
    was distributed by way of dividend.
    (3)
    To the extent necessary to adjust the rights of the members among themselves if shares or
    debentures become issuable in fractions, the directors may make any arrangements they think
    fit, including the issuing of fractional certificates or the making of cash payments or adopting a
    rounding policy.
    Part 6
    Miscellaneous Provisions
    Division 1—Communications to and by Company
13. 
    Means of communication to be used
    (1)
    Subject to these articles, anything sent or supplied by or to the company under these articles may
    be sent or supplied in any way in which Part 18 of the Ordinance provides for documents or
    information to be sent or supplied by or to the company for the purposes of the Ordinance.
    (2)
    Subject to these articles, any notice or document to be sent or supplied to a director in
    connection with the taking of decisions by direct
    ors may also be sent or supplied by the means
    by which that director has asked to be sent or supplied with such a notice or document for the
    time being.

(3)
A director may agree with the company that notices or documents sent to that director in a
particular way are to be deemed to have been received within a specified time of their being sent,
and for the specified time to be less than 48 hours.
Division 2—Administrative Arrangements
72.
Company s
eals
(1)
A common seal may only be used by the authority of the directors.
(2)
A common seal must be a metallic seal hav
ing the company’s name engraved on it in legible
form.
(3)
Subject to paragraph (2), the directors may decide by what means and in what form a common
seal or official seal (whether for use outside Hong Kong or for sealing securities) is to be used.
(4)
Unless otherwise decided by the directors, if t
he company has a common seal and it is affixed to
a document, the document must also be signed by at least 1 director of the company and 1
authorized person.
(5)
For the purposes of this article, an authorized person is—
(a)
any director of the company;
(b)
the company secretary; or
(c)
any person authorized by the directors for signing documents to which the common seal is
applied.
(6)
If the company has an official seal for use outside Hong Kong, it may only be affixed to a
document if its use on the document, or documents of a class to which it belongs, has been
authorized by a decision of the directors.
(7)
If the company has an official seal for sealing secu
rities, it may only be affixed to securities by the
company secretary or a person authorized to apply
it to securities by the company secretary.
73.
No right to
inspect accounts and other records
A person is not entitled
to inspect any of the company’s accounting or other records or documents
merely because of being a member, unless the person is authorized to do so by—
(a)
an enactment;
(b)
an order under section 740 of the Ordinance;
(c)
the directors; or
(d)
an ordinary resolution of the company.
74.
Winding
up
(1) If the company is wound up and a surplus remains after the payment of debts proved in the
winding up, the liquidator—
(a) may, with the required sanction, divide amongst the members in specie or kind the whole or
any part of the assets of the company (whether they consist of property of the same kind or
not) and may, for this purpose, set a value the liquidator thinks fair on any property to be so
divided; and
(b) may determine how the division is to be carried out between the members or different
classes of members.
(2) The liquidator may, with the required sanction, vest the whole or part of those assets in trustees
on trust for the benefit of the contributories that the liquidator, with the required sanction, thinks
fit, but a member must not be compelled to accept any shares or other securities on which there
is any liability.
(3) In this article—
required sanction(規(guī)定認(rèn)許) means the sanction of a special resolution of the company and any
other sanction required by the Ordinance.

________

香港公司注冊(cè)處官方提供的私人股份有限公司組織章程細(xì)則
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香港公司的設(shè)立及其經(jīng)營管理由《香港公司條例》和公司的章程大綱及章程細(xì)則予以規(guī)定?！断愀酃緱l例》規(guī)定一般的公司事務(wù)并提供了對(duì)第三者的保護(hù)。香港公司的章程細(xì)則對(duì)公司本身的經(jīng)營管理作出進(jìn)一步規(guī)定。

香港公司的章程由章程大綱和章程細(xì)則兩種文件構(gòu)成。其重要性在于：

• 規(guī)定了公司內(nèi)部管理的規(guī)則和程序；
• 由于它們是公開的文件，任何與公司交易的人都被視為已知道其內(nèi)容。

公司章程大綱由于包括章程的基本規(guī)定并規(guī)定了公司的宗旨，對(duì)于同公司交易的第三者更為重要。章程細(xì)則側(cè)重公司的內(nèi)部管理并且規(guī)定諸如董事的任命、會(huì)議程序等事項(xiàng)，公司的股東和董事對(duì)此更為關(guān)切，因?yàn)榇祟愐?guī)定將影響其權(quán)利義務(wù)。

《香港公司條例》附件一規(guī)定了公司章程大綱和章程細(xì)則的形式，要求公司予以采用，并可根據(jù)需要修改以適應(yīng)其具體情況。這樣，法律保證了有關(guān)公司管理的必要規(guī)定，并允許當(dāng)事人有一定的靈活性。附件一包括了股份有限公司的章程細(xì)則模板（表A）、股份有限公司的章程大綱模板（表B）和無股本保證有限公司、有股本保證有限公司、有股本無限公司的章程大綱和章程細(xì)則模板（分別是表C、表D和表E）。

公司章程大綱的必要記載事項(xiàng)

根據(jù)《香港公司條例》的有關(guān)規(guī)定，公司章程大綱須包括下列事項(xiàng)：

• 公司名稱；
• 公司法定地址；
• 公司宗旨（the objects of the company）；
• 公司成員的責(zé)任；
• 公司股本；
• 法定地址；
• 組織條款。

公司章程大綱條款的法律規(guī)定

1、香港公司名稱

股份有限公司或保證有限公司應(yīng)以Limited作為其名稱的最后用語。香港公司不得以下列名稱登記：

1. 與香港公司注冊(cè)署公司名冊(cè)已有名稱相同的名稱；
2. 與根據(jù)香港條例組成或設(shè)立的法人實(shí)體名稱相同的名稱；
3. 行政長官認(rèn)為，該名稱的使用將構(gòu)成觸犯刑法；或
4. 行政長官認(rèn)為，該名稱冒犯或違反公共利益。

除非經(jīng)行政長官同意，否則香港公司不得以下列名稱注冊(cè)：

British ， Building Society ， Chamber of Commerce ， Chartered ， Cooperative ， Imperial ， Kaifong ， Mass Transit ， Municipal ， Royal ， Savings ， Tourist Association ， Trust ， Trustee ，UndergroundRailway 。

2、 公司法定地址

香港公司在香港應(yīng)設(shè)有注冊(cè)辦事處。該處應(yīng)是公司實(shí)際從事經(jīng)營管理活動(dòng)的地方。章程大綱應(yīng)載明注冊(cè)辦事處的地址，以便香港政府、法院以及與公司有往來的第三者進(jìn)行聯(lián)系。該注冊(cè)辦事處如在公司設(shè)立后變更，應(yīng)立即通知香港公司注冊(cè)署，否則將被處以罰款。

3、 公司宗旨

宗旨條款規(guī)定了設(shè)立公司所追求的目標(biāo)，并由此限制了公司的活動(dòng)范圍。其重要法律后果是，公司的活動(dòng)如超越該條款規(guī)定的范圍，即屬越權(quán)行為而歸于無效。公司具有明確的宗旨不僅使股東了解其投資的目的，也保護(hù)了與公司交易的第三人。

《香港公司條例》第5條只規(guī)定，各公司的章程大綱應(yīng)規(guī)定公司的宗旨，但對(duì)宗旨條款的用語未作具體規(guī)定。傳統(tǒng)上，宗旨條款通常以簡單用語表述，法院也承認(rèn)，公司表述的宗旨可自由解釋。近來，在各公司的章程大綱中，普遍規(guī)定了冗長的宗旨條款，不僅包括公司設(shè)立時(shí)設(shè)計(jì)經(jīng)營的業(yè)務(wù)，還包括公司將來可能經(jīng)營的業(yè)務(wù)。這種實(shí)踐反映了當(dāng)事人的新認(rèn)識(shí)，即公司可能迅速發(fā)展有利可圖的副業(yè)，經(jīng)過一段時(shí)期，副業(yè)可能變成比設(shè)立時(shí)的主業(yè)更為重要。

盡管現(xiàn)代趨勢(shì)是在章程大綱中規(guī)定所有可能的公司活動(dòng)，法院一般會(huì)承認(rèn)在商務(wù)公司的宗旨中隱含一些權(quán)力，無須明文規(guī)定于章程大綱。

這類隱含權(quán)力包括：

• 借貸金錢和取得貸款而抵押財(cái)產(chǎn)；
• 個(gè)別出售公司財(cái)產(chǎn)（不是出售整個(gè)企業(yè)）；
• 聘用和解雇雇員和代理人；
• 起訴和應(yīng)訴；
• 支付獎(jiǎng)金和退休金給雇員和前雇員。

1984年《香港公司條例（修正）》為在該條例實(shí)施后組建的公司簡化了隱含權(quán)力的概念。根據(jù)第5條第5 款，此類公司除非在其章程大綱或章程細(xì)則中有明示排除或修改，均被視為具有在該條例附件7所列舉的全部權(quán)力。在宗旨條款中，即使明示規(guī)定了公司的附屬權(quán)力，在公司的主要宗旨未能適用時(shí)，附屬權(quán)力亦歸于無效。最常見的解決辦法是在章程大綱中增加一條款，規(guī)定章程大綱的各條款均包含一個(gè)獨(dú)立的主要宗旨。

4、公司成員（股東）的責(zé)任

股份有限公司或保證有限公司的章程大綱，必須表明其成員的責(zé)任是有限的。如果是董事、經(jīng)理負(fù)無限責(zé)任的有限公司，還必須載明上述人員的無限責(zé)任。即使名稱被允許免除“ Limited ”的有限公司，在此條款中也應(yīng)表明其成員的責(zé)任是有限的。

如果是保證有限公司，還應(yīng)規(guī)定有關(guān)保證的細(xì)節(jié)，包括各成員在公司結(jié)業(yè)時(shí)（作為成員時(shí)）保證繳付公司的數(shù)額。公司如在某成員終止其成員資格的一年內(nèi)結(jié)業(yè)，該成員對(duì)其終止成員資格前公司發(fā)生的債務(wù)、公司結(jié)業(yè)的費(fèi)用以及成員間捐助權(quán)利的評(píng)估費(fèi)用仍應(yīng)承擔(dān)繳付責(zé)任。上述成員或前成員在公司結(jié)業(yè)時(shí)應(yīng)繳付的數(shù)額，可規(guī)定以一定的數(shù)額為限。
無限公司的章程大綱可不規(guī)定公司成員的無限責(zé)任。然而，如果無限公司重新登記為有限公司，應(yīng)在其章程大綱中作出有關(guān)成員責(zé)任的規(guī)定。

5、公司股本

股份有限公司的章程大綱應(yīng)載明公司擬注冊(cè)的授權(quán)股本總額、股份的劃分方法及股票的票面價(jià)值。例如規(guī)定，授權(quán)股本總額為一千港元，分為一百股，每股十港元。
章程大綱的簽署人至少應(yīng)認(rèn)繳一股。各簽署人應(yīng)與其名字相對(duì)應(yīng)，記載其認(rèn)繳的股份數(shù)。

6、組織條款（the association clause）

組織條款是章程大綱的最后條款。章程大綱的簽署人（兩人以上）應(yīng)在此條款中表明其擬分別繳付的股份數(shù)額并宣稱其組成為公司的意愿。簽署人應(yīng)在證人出席的情況下分別簽署此條款。證人也應(yīng)以合法的形式簽署并表明其職務(wù)和地址，以示證實(shí)。

7、其它條款

除上述法定條款外，在公司章程大綱中可規(guī)定其它條款。在一般情況下，此類條款可通過特別決議予以修改，但也可能作出不準(zhǔn)許修改的特別規(guī)定。此類條款最常用于規(guī)定不同種類股份的特別權(quán)利。由于章程大綱的效力優(yōu)于章程細(xì)則，此類條款的規(guī)定如與章程細(xì)則抵觸，仍具有法律效力。

公司章程細(xì)則的內(nèi)容及其修改

1、公司章程細(xì)則的內(nèi)容

公司章程細(xì)則的主要內(nèi)容是規(guī)定公司經(jīng)營管理的內(nèi)部規(guī)則，調(diào)整有關(guān)成員的權(quán)利、董事的權(quán)力與義務(wù)、紅利分配以及利潤資本化等事項(xiàng)。如果公司股份分為不同種類，也規(guī)定于章程細(xì)則。

公司條例未要求股份有限公司登記其章程細(xì)則。值得注意的是，如果某公司未登記其章程細(xì)則，將被推定為《公司條例》附件一表A的章程細(xì)則模板適用于該公司。為了保持選擇適用該模板條款的靈活性，公司通常都登記其章程細(xì)則。如果公司的章程細(xì)則未明確排除或修改該模板中的規(guī)則，這些規(guī)則將是適用的。如果公司不采用該模板，應(yīng)在其章程細(xì)則第1條具體規(guī)定。

《香港公司條例》附件一表A第二部分，即私人股份有限公司章程細(xì)則模板規(guī)定，公眾股份有限公司章程細(xì)則模板除第24條（有關(guān)股份轉(zhuǎn)讓）之外，適用于私人股份有限公司；此外，私人股份有限公司的章程細(xì)則應(yīng)包括《香港公司條例》第29條第1款的規(guī)定。

2、公司章程細(xì)則的修改

《香港公司條例》第13條規(guī)定，根據(jù)該條例的規(guī)定和公司章程大綱的條件，公司可通過特別決議修改其章程細(xì)則的規(guī)定。任何修改均被視同包含于在公司注冊(cè)署登記的公司章程細(xì)則，需要通過特別決議才能再作修改。在第13條中對(duì)修改章程細(xì)則的唯一限制是，禁止公司作出任何影響不同股份權(quán)利的修改或添加。這顯然是為了保護(hù)特定種類股份的持有者，因?yàn)樗麄兛赡懿痪哂凶阋苑駴Q特別決議的表決權(quán)。

法院也可能在某些情況下限制公司對(duì)其章程細(xì)則的修改。例如，法院可責(zé)令公司修改其章程細(xì)則以防止對(duì)小股東的壓迫，公司不能在其后通過特別決議再次修改其章程細(xì)則，撤銷原有按院要求所作的修改。法院還可在當(dāng)事人申請(qǐng)的情況下，以不符合公司成員的整體利益，宣布公司對(duì)章程細(xì)則的修改無效。在實(shí)踐中，法院將允許公司對(duì)章程細(xì)則所作的絕大多數(shù)修改，因?yàn)樗贫?，公司管理人員最了解公司的利益。然而，允許公司以不充分理由逐其成員的章程細(xì)則條款，可能被法院否定。

公司章程大綱與章程細(xì)則的法律效力

根據(jù)《香港公司條例》第23條，章程大綱與章程細(xì)則一經(jīng)登記，對(duì)公司和公司成員均具約束力。公司各成員，無論是否是章程大綱的簽署者，均受章程大綱和章程細(xì)則規(guī)定的約束。

這種法定合同具有如下效力：

• 章程大綱和章程細(xì)則在公司和各成員之間構(gòu)成了合同，產(chǎn)生兩方面的后果，即各成員通過章程細(xì)則的規(guī)定受到公司的約束，公司本身也受到各成員的約束；
• 各成員在同其它成員的關(guān)系方面受到了章程大綱和章程細(xì)則規(guī)定的約束。因此，如果某成員未能遵守章程大綱或章程細(xì)則的規(guī)定，其它成員可對(duì)該成員起訴，不必要求公司代表其起訴；
• 第三人即使以不同的資格作為成員，也不具有章程大綱和章程細(xì)則規(guī)定的權(quán)利。 因此，在章程細(xì)則中有關(guān)董事酬金的規(guī)定，在董事成為公司成員的情況下，不能由該董事執(zhí)行。此類規(guī)定只有在同該董事簽署的合同中有明示或默示規(guī)定的情況下，才是可執(zhí)行的。

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