股份發(fā)行
3.(a)根據(jù)《公司章程大綱》、本章程和股東協(xié)議的其他規(guī)定，公司可不時通過特別決議決定，在股息、投票權(quán)、股本返還或其他方面，發(fā)行任何股份時可附帶優(yōu)先股、遞延權(quán)或其他特殊權(quán)利或限制，并根據(jù)《公司法》、本章程和股東協(xié)議第37條的規(guī)定，經(jīng)特別決議批準(zhǔn)，任何股份均可按本公司或股東有權(quán)選擇的贖回條件發(fā)行。
(b)在遵守本章程和股東協(xié)議的前提下，如果股本在任何時候被劃分為不同類別或系列股份，他權(quán)利附加到任何類或系列(除非另有規(guī)定的條款發(fā)行的股票類或系列)可能會隨持有人的書面同意的三分之二(2/3)的發(fā)行股票類或系列的制裁決議通過不少于三分之二(2/3)的類或系列的股票持有者可能存在親自或通過代理在一個單獨(dú)的股票的持有人大會類。對于每一次此類單獨(dú)的股東大會，本章程中有關(guān)股東大會的規(guī)定應(yīng)比照適用，但必要的法定人數(shù)應(yīng)為任何一人或多人持有或通過代理人代表不少于該類別或系列已發(fā)行股份的三分之一(1/3)，并且親自或通過代理人出席的該類別或系列股票的任何持有人可要求投票。
4. (a) 每位在股東名冊上登記為股東的人均有權(quán)獲得一份加蓋公司印章的證書，其中列明其持有的股份及其已繳足的金額， 但就多人共同持有的一股或多股股份而言，公司不得發(fā)行多于一份證書，向多名共同持有人之一交付股份證書即足以向所有人交付。
(b) 如果股票被污損、丟失或毀壞，可在支付董事認(rèn)為合適的有關(guān)證據(jù)和賠償?shù)馁M(fèi)用（如有）和條款（如有）后續(xù)期。
5. 除法律要求外，公司不得承認(rèn)任何人以任何信托方式持有任何股份，公司不得受任何約束或以任何方式被迫承認(rèn)（即使已收到通知）任何衡平法， 任何股份的或有、未來或?qū)嶋H權(quán)益（除非僅根據(jù)本細(xì)則或法律另有規(guī)定或根據(jù)有管轄權(quán)的法院的命令）或與任何股份有關(guān)的任何其他權(quán)利，但對全部股份的絕對權(quán)利除外 登記持有人，但公司可根據(jù)章程發(fā)行零碎股份。
6. 根據(jù)上述細(xì)則和股東協(xié)議，股份應(yīng)由董事支配，并且他們可以（根據(jù)法令的規(guī)定）向上述人配發(fā)、授予期權(quán)或以其他方式處置上述人員， 其認(rèn)為合適的條款和條件，但不得以折扣價發(fā)行任何股份，除非根據(jù)章程的規(guī)定。
7. 公司對每一股（非繳足股款的股份）享有優(yōu)先留置權(quán)，以就該股份的所有已催繳或應(yīng)付的款項(xiàng)（無論目前是否應(yīng)付）享有優(yōu)先留置權(quán)，并且公司還應(yīng) 對以個人名義登記的所有股份（繳足股款的股份除外）擁有留置權(quán)，以支付他或其財產(chǎn)目前應(yīng)支付給公司的所有款項(xiàng)； 但董事可隨時宣布任何股份全部或部分不受本條規(guī)定的約束。 公司對股份的留置權(quán)（如有）應(yīng)延伸至所有應(yīng)付股息。
8. 根據(jù)上述條款和股東協(xié)議,該公司可能出售,按照董事會認(rèn)為合適的方式,任何公司擁有留置權(quán)的股份,但不得出售,除非一些和尊重的留置權(quán)存在應(yīng)付目前也沒有,直到期滿后十四(14)天書面通知,說明和要求支付的金額的一部分尊重的留置權(quán)存在應(yīng)付目前,已給予該股份的登記持有人，或因其死亡或破產(chǎn)而有權(quán)持有該股份的人士。
9. 根據(jù)本章程和《股東協(xié)議》的規(guī)定，為使任何該等出售生效，董事可授權(quán)某人將出售的股份轉(zhuǎn)讓給買方。買方應(yīng)登記為任何該等轉(zhuǎn)讓所包含的股份的持有人，他不應(yīng)負(fù)責(zé)購買款項(xiàng)的使用，他對該等股份的所有權(quán)也不應(yīng)因有關(guān)出售的程序中的任何違規(guī)或無效而受到影響。
10. 出售所得款項(xiàng)應(yīng)由本公司接收，并用于支付目前應(yīng)支付的留置權(quán)金額的部分，剩余部分(以出售前股票存在的目前不應(yīng)支付的留置權(quán)金額為準(zhǔn))應(yīng)在出售日期支付給股票有權(quán)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
武漢江漢區(qū)翻譯公司
2023年7月5日
