Articles of Association

A sample translation of Articles of Association from English into Chinese

Source Text (English)


13.  The shares in the capital of the Company for the time being unissued shall be at the disposal of the Directors, and they may allot, grant options over or otherwise dispose of them to such persons, at such times, and on such terms as they think proper, but so that no shares shall be issued which shall have the effect of transferring a controlling interest without the prior approval of the members in general meeting. No shares shall be issued at a discount, except in accordance with the Act.

14.  The Company may exercise the powers of paying commissions conferred by the Act. The rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act, and such commission shall not exceed 10 per cent of the price at which the shares in respect of which the commission is paid are issued. The Company may also on any issue of shares pay such brokerage as may be lawful.

15.  If any shares of the Company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a lengthened period, the Company may, subject to the conditions and restrictions mentioned in the Act, pay interest on so much of such share capital as is for the time being paid up, and may charge the same to capital as part of the cost of construction of the works, buildings or plant.

16.  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 compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these presents or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder.

17.   The Company shall not be bound to register more than three persons as the holder of any share except in the case of executors or administrators of the estate of a deceased member. 

Target Text (Simplified Chinese)


13. 本公司当时资本中未发行的股份应由董事会处置,董事会可依其认为适当的时间和条款,向其认为适当的人选进行分配、授予该等股份的选择权或以其他方式进行处置,但是若未事先在全体大会上经成员同意,不得发行具有转移控股权益效果的股份。除非符合《法案》规定,否则不得折价发行股份。

14. 本公司可行使由《法案》赋予的支付佣金的权力。已支付或经商定待支付的佣金的百分率或数额应以《法案》需要的方式予以披露,且佣金不得超过相关股份发行价格的10%。在每次发行股份时,本公司也可依法如此支付经纪费。

15. 如本公司发行股份的目的是筹措资金以支付工程或建筑物的建设费用,或支付工业装置的费用,而此等建设在一段长时间内是不赢利的,则本公司可就当时在相关期间股本中的已缴付股款支付利息,但须受《法案》所述的条件及限制的制约,公司还可将此利息记入资本,作为建造该项工程或建筑物的部分成本。

16. 除非法律另有规定,本公司不承认任何人按信托持有任何股份,本公司无义务或责任承认任何股份所附的衡平法权益、或有权益、未来权益或部分权益、或股份任意部分的任何权益(除非本章程或法律另有规定)或与任何股份有关的任何其他权利,登记持有人享有的总体绝对权利除外。

17. 本公司无义务就任何股份将三名以上的人士登记为持有人,除非这些人是某过世成员财产的执行人或管理人。

Keywords: Articles of Association, AoA, legal translation, financial translation, English-Chinese translation, shares