股份发行
3.(a)根据《公司章程大纲》、本章程和股东协议的其他规定，公司可不时通过特别决议决定，在股息、投票权、股本返还或其他方面，发行任何股份时可附带优先股、递延权或其他特殊权利或限制，并根据《公司法》、本章程和股东协议第37条的规定，经特别决议批准，任何股份均可按本公司或股东有权选择的赎回条件发行。
(b)在遵守本章程和股东协议的前提下，如果股本在任何时候被划分为不同类别或系列股份，他权利附加到任何类或系列(除非另有规定的条款发行的股票类或系列)可能会随持有人的书面同意的三分之二(2/3)的发行股票类或系列的制裁决议通过不少于三分之二(2/3)的类或系列的股票持有者可能存在亲自或通过代理在一个单独的股票的持有人大会类。对于每一次此类单独的股东大会，本章程中有关股东大会的规定应比照适用，但必要的法定人数应为任何一人或多人持有或通过代理人代表不少于该类别或系列已发行股份的三分之一(1/3)，并且亲自或通过代理人出席的该类别或系列股票的任何持有人可要求投票。
4. (a) 每位在股东名册上登记为股东的人均有权获得一份加盖公司印章的证书，其中列明其持有的股份及其已缴足的金额， 但就多人共同持有的一股或多股股份而言，公司不得发行多于一份证书，向多名共同持有人之一交付股份证书即足以向所有人交付。
(b) 如果股票被污损、丢失或毁坏，可在支付董事认为合适的有关证据和赔偿的费用（如有）和条款（如有）后续期。
5. 除法律要求外，公司不得承认任何人以任何信托方式持有任何股份，公司不得受任何约束或以任何方式被迫承认（即使已收到通知）任何衡平法， 任何股份的或有、未来或实际权益（除非仅根据本细则或法律另有规定或根据有管辖权的法院的命令）或与任何股份有关的任何其他权利，但对全部股份的绝对权利除外 登记持有人，但公司可根据章程发行零碎股份。
6. 根据上述细则和股东协议，股份应由董事支配，并且他们可以（根据法令的规定）向上述人配发、授予期权或以其他方式处置上述人员， 其认为合适的条款和条件，但不得以折扣价发行任何股份，除非根据章程的规定。
7. 公司对每一股（非缴足股款的股份）享有优先留置权，以就该股份的所有已催缴或应付的款项（无论目前是否应付）享有优先留置权，并且公司还应 对以个人名义登记的所有股份（缴足股款的股份除外）拥有留置权，以支付他或其财产目前应支付给公司的所有款项； 但董事可随时宣布任何股份全部或部分不受本条规定的约束。 公司对股份的留置权（如有）应延伸至所有应付股息。
8. 根据上述条款和股东协议,该公司可能出售,按照董事会认为合适的方式,任何公司拥有留置权的股份,但不得出售,除非一些和尊重的留置权存在应付目前也没有,直到期满后十四(14)天书面通知,说明和要求支付的金额的一部分尊重的留置权存在应付目前,已给予该股份的登记持有人，或因其死亡或破产而有权持有该股份的人士。
9. 根据本章程和《股东协议》的规定，为使任何该等出售生效，董事可授权某人将出售的股份转让给买方。买方应登记为任何该等转让所包含的股份的持有人，他不应负责购买款项的使用，他对该等股份的所有权也不应因有关出售的程序中的任何违规或无效而受到影响。
10. 出售所得款项应由本公司接收，并用于支付目前应支付的留置权金额的部分，剩余部分(以出售前股票存在的目前不应支付的留置权金额为准)应在出售日期支付给股票有权持有人。
ISSUE OF SHARES
3. (a) Subject to the other provisions in the Memorandum of Association of the
Company and these Articles and the Shareholders Agreement, any Share may be
issued with such preferred, deferred, or other special rights, or such restrictions,
whether in regard to dividend, voting, return of Share capital or otherwise, as the
Company may from time to time by Special Resolution determine, and subject
to the provisions of Section 37 of the Statute, these Articles and the Shareholders
Agreement, any Share may, with the sanction of a Special Resolution, be issued
on the terms that it is, or at the option of the Company or the holder is liable, to
be redeemed.
(b) Subject to these Articles and the Shareholders Agreement, if at any time the
share capital is divided into different classes or series of Shares, the rights
attached to any class or series (unless otherwise provided by the terms of issue
of the Shares of that class or series) may be varied with the consent in writing of
the holders of two-thirds (2/3) of the issued Shares of that class or series or with
the sanction of a resolution passed by not less than two-thirds (2/3) of such
holders of the Shares of that class or series as may be present in person or by
proxy at a separate general meeting of the holders of the Shares of that class. To
every such separate general meeting, the provisions of these Articles relating to
general meetings shall mutatis mutandis apply, but so that the necessary quorum
shall be any one or more Persons holding or representing by proxy not less than
one-third (1/3) of the issued Shares of the class or series and that any holder of
Shares of the class or series present in person or by proxy may demand a poll.
4. (a) Every Person whose name is entered as a Member in the Register of Members
shall, without payment, be entitled to a certificate under the seal of the Company
o the contrary, each other Article herein is subject to the
, and, subject to the requirements of the Statute,
in the event of any conflict, the provisions of Article 30
and Article 31
ISSUE OF SHARES
Subject to the other provisions in the Memorandum of Association
and these Articles and the
Shareholders Agreement
issued with such preferred, deferred, or other special rights, or such restrictions,
whether in regard to dividend, voting, return of Share capital or otherwise, as the
Company may from time to time by Special Resolution determine, and s
to the provisions of
S
ection 37 of the Statute, these Articles and the
, any Share may, with the sanction of a Special Resolution, be issued
on the terms that it is, or at the option of the Company or the holder is
be redeemed.
Subject to these Articles
share capital is divided into different classes or series of Shares, the rights specifying the Share or Shares held by him and the amount paid up thereon,
provided that in respect of a Share or Shares held jointly by several Persons, the
Company shall not be bound to issue more than one certificate, and delivery of
a certificate for a Share to one of several joint holders shall be sufficient delivery
to all.
(b) If a Share certificate is defaced, lost or destroyed it may be renewed on payment
of such fee, if any, and on such terms, if any, as to evidence and indemnity, as
the Directors think fit.
5. Except as required by law, no Person shall be recognised by the Company as holding
any Share upon any trust, and the Company shall not be bound by or be compelled in
any way to recognise (even when having notice thereof) any equitable, contingent,
future or actual interest in any Share (except only as by these Articles or by law
otherwise provided or under an order of a court of competent jurisdiction) or any other
rights in respect of any Share except an absolute right to the entirety thereof in the
registered holder, but the Company may in accordance with the Statute issue fractions
of Shares.
6. Subject to these Articles and the Shareholders Agreement, the Shares shall be at the
disposal of the Directors, and they may (subject to the provisions of the Statute) allot,
grant options over, or otherwise dispose of them to such Persons, on such terms and
conditions, and at such times as they think fit, but so that no Share shall be issued at a
discount, except in accordance with the provisions of the Statute.
LIEN
7. The Company shall have a first and paramount lien on every Share (not being a fully
paid Share) for all moneys (whether presently payable or not) called or payable at a
fixed time in respect of that Share, and the Company shall also have a lien on all Shares
(other than fully paid-up Shares) standing registered in the name of a single Person for
all moneys presently payable by him or his estate to the Company; but the Directors
may at any time declare any Share to be wholly or in part exempted from the provision
payable thereon.
8. Subject to these Articles and the Shareholders Agreement, the Company may sell, in
such manner as the Directors think fit, any Shares on which the Company has a lien, but
no sale shall be made unless some sum in respect of which the lien exists is presently
payable nor until the expiration of fourteen (14) days after a notice in writing, stating
and demanding payment of such part of the amount in respect of which the lien exists
as is presently payable, has been given to the registered holder for the time being of the
Share, or the Persons entitled thereto by reason of his death or bankruptcy.
9. Subject to these Articles and the Shareholders Agreement, for giving effect to any such
sale, the Directors may authorise some Person to transfer the Shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the Shares
comprised in any such transfer and he shall not be bound to see to the application of the
purchase money, nor shall his title to the Shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
rights in respect of any Share except an absolute right to the entirety thereof in the
he Company may in accordance with the Statute issue fractions
Shareholders Agreement
, the Shares shall be at the
disposal of the Directors, and they may (subject to the provisions of the Statute) allot,
ptions over, or otherwise dispose of them to such
conditions, and at such times as they think fit, but so that no Share shall be issued at a
discount, except in accordance with the provisions of the Statute.
LIEN
The Company shall have a first and paramount lien on every Share (not being a fully
paid Share) for all moneys (whether presently payable or not) called or payable at a
fixed time in respect of that Share, and the Company shall also have a lien on all Shar
(other than fully paid
-
up Shares) standing registered in the name of a single
all moneys presently payable by him or his estate to the Company; but the Directors
may at any time declare any Share to be wholly or in part exempt
payable thereon.10. The proceeds of the sale shall be received by the Company and applied in payment of
such part of the amount in respect of which the lien exists as is presently payable, and
the residue shall (subject to a like lien for sums not presently payable as existed upon
the Shares prior to the sale) be paid to the Person entitled to the Shares at the date of the
sale.
CALL
2023年7月5日