144. No dividend or other moneys payable in respect of a share shall bear interest against the Company.
Interest not payable
所有股息均不能向公司索取利息。
145. All dividends unclaimed for a period of twelve years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company.
Forfeiture of unclaimed dividend
对於股息公布后12年内没有人领取的股息,经董事会决议，可以没收该股息为公司所用。
146. Any dividend, bonus, interest or other moneys payable in respect of shares may be Procedure for paid by cheque or warrant sent through the post to the address in the Register of the member payment to holders and or person entitled thereto, and in case of joint holders to any one of such joint holders, or to others earnings such person and to such other address as the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the member's risk, and payment of the cheque or warrant shall be a good discharge to the Company. If several persons are entered in the Register as joint holders of any share, any one of them may give effectual receipts for any moneys payable in respect of the share.
任何股息、利息或其他与股份有关的应用现金支付的款额均可通过邮局用支票或付款单支付，写明股东或其授权收款人的挂号邮件地址，如遇联合股东情况，用股东名册上排名第一的联合股东的挂号地址，或用股东或联合股东书面指定的某人和某个地址。所有支票和付款单的应付抬头人都必须是收单人。联合股东尽管是两人或多人共同持股，但其中一人便可接受任何股息、红利或其他有关股份所支付的款项。 147. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as reserves which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may be properly applied, and pending any such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the Company) as the Directors may from time to time think fit. The Directors may also without placing the same to reserve carry forward any profits which they may think prudent not to divide.
在建议分红之前，董事会可从公司盈利中留存一笔其认为恰当的款项作为储备金，董事会可自由酌处将此笔款项用于公司盈利可以正当使用的任何目的，且在如此使用之前，同样可经自由酌处将其用于公司的事务或用于董事会随时认为恰当的投资（不是购买公司股份）。董事会也可扣减任何其认为不应分配的股息而不必将它置人储备金。
CAPITALISATION OF PROFITS
Reserves
盈余转增资
148. The Company in general meeting may upon the recommendation of the Directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have
Capitalisation of profits
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been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members respectively or paying up in full unissued shares or debentures of the Company to be allotted and distributed credited as fully paid up to and amongst such members in the proportion aforesaid, or partly in the one way and partly in the other, and the Directors shall give effect to such resolution. Provided that a share premium account and a capital redemption reserve fund may, for the purposes of this Article, only be applied in the paying up of unissued shares to be allotted to members of the Company as fully paid bonus shares.
经董事会建议，公司股东大会可以作出决议，将公司提留作为储备金及用于调整亏盈账户或其他本可用做分配的资金款项的任何部分作为资本，同样可决定将此种款项留存用于分配给原本有权按同样比例分到红利的股东，条件是不支付现金，或者用其抵冲股东所持股份中未缴付的股款，不然则用其支付公司即将按上述比例分配和发行给这些股东的缴足股款的股票或债券的股款，或部分用于这方面，部分用于另一方面，董事会应当负责作出此种决议。按本章程规定，股份溢价账户和偿还资本准备金只能在将未发行的股票作为缴足股款的分红股发给公司股东时动用来支付股款。
149. Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully-paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provision by the issue of fractional certificates or by payment in cash or otherwise as they think fit for the case of shares or debentures becoming distributable in fractions, and also to authorise any person to enter on behalf of all the members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalisation, or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.
不论何时通过此种决议，董事会都应负责做好作为资本的未分配利润的调拨和使用工作，做好所有缴足股本的股票或债券（如果有）的分配和发行，做好实施决议的一切工作，如果股票或债券可零星分配，董事会可全权作出发行零星股权证或用现金支付或其他他们认为恰当的决定，同时可授权任何人代表有权得到分配的全体股东与公司签订协议，一旦资本转换，由公司向股东分别分配缴足股本的股票或债券，或视情况要求，按转换成资本的红利的比例，由公司代表他们缴纳他们现持股份中为缴足的全部或部分股款，由此授权达成的协议应为有效，对所有此种股东均有拘束力。
NOTICES 通知
150. Any notice to be given to or by any person pursuant to these Articles, except a notice calling a meeting of the Directors or a committee of the Directors, shall be in writing which includes, without limitation, telex, facsimile and electronic mail and any other visible substitute for writing. A notice may be partly in one form and partly in another.
When notice required to be in writing Apportion-ment and application of undivided profits
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根据本章程，除召开董事会或董事委员会外，任何通知都应采取书面形式，具体包括但不限于电报、传真、电子邮件以及其它可替代书面形式。通知可以部分采用一种形式，而另一部分采用其它形式。 151.
The Company may give any notice to a member:
Method of
giving notice to member
文件送达应采纳以下方式： (a)
personally; or 当面递交
(b)
by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address; or
通过邮递，或预付邮资邮件等方式，对股东送达于股东名簿所登载之地址，或该股东所登记之地址
(c)
by sending it by telex, facsimile or electronic mail to a number or address supplied to the Company by the member for that purpose.
送达于股东在股东登记薄上留下的传真号和电子邮箱地址
In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders.
如数人共有之股份，公司通知应寄送于股东名簿登记为首之股东，该寄送应视为公司已对所有共同股份通知。
152. A member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called. 股东本人或其代理人出席会议的，应视为已经收到通知。
153. Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the Register, has been duly given to a person from whom he derives his title.
任何获得股权的人，无论其是否已经被登记在股东名册，都受相关通知的约束。 154. This article applies to any notice to be given to or by any person pursuant to these Articles, including without limitation a notice under Article 91 or 114. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice sent by post shall be deemed given:
以下适用于所有所有通知。如果通过邮件、或者预付邮资方式通过，则被视为已经送达： (a)
if sent by first class post from an address in Hong Kong to another address in Hong Kong, on the day following that on which the envelope containing it was posted;
Deemed receipt of notice
Transferees etc. bound by prior notice
When notice by post deemed given
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从香港邮寄至香港的地址，如果邮寄通知，只要写好地址，预交邮费，并将会议通知寄出，则应视为在邮寄的第二天通知送达
(b)
if sent by the equivalent of first class post from an address in another country to another address in that country, on the day following that on which the envelope containing it was posted;
如果以第一等级方式邮寄，从一个国家至另一个国家，在通知被发出后第二天视为送达
(c)
if sent by airmail from an address in Hong Kong to an address outside Hong Kong, or to an address in Hong Kong from an address outside Hong Kong, on the fifth day following that on which the envelope containing it was posted; and
如果从香港往其他国家和地区，或者从其它国家和地区往香港发送通知，则从通知被邮寄后第15天视为送达；
(d)
in any other case, on the seventh day following that on which the envelope containing it was posted.
在其它情况下，通知被交付邮寄后第7天被视为送达
155. This article applies to any notice to be given to or by any person pursuant to these Articles, including without limitation a notice under Article 91 or 114. A notice sent by telex, facsimile or electronic mail transmission to a member to a number or address supplied to the Company by the member for that purpose shall be deemed given twelve hours after the time of despatch or at such earlier time as receipt is acknowledged. A notice left at the registered address of a member shall be deemed given when delivered.
以电报、传真或者电邮方式发送通知的，应自通知发出后12小时或者自接收人接收到通知之时其视为送达。通知被留置在股东登记住所地的被视为送达。
156. A notice may be given by the Company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a member, addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt or by any like description at the address, if any, within Hong Kong supplied for that purpose by the persons claiming to be so entitled. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.
向因股东死亡或破产而有权持有其股份的人递送通知时，公司可按姓名邮寄预先准备好的信件，或以死者代理人或破产资产管理人的抬头，或以诸如此类的抬头，将通知送交由声称有权得到通知的人所提供的在新加坡的地址，或，如果还没有提供此种地址，可按如果没有发生死亡或破产而应使用的任何送达通知的方式予以送达。
WINDING UP 停业
157. If the Company shall be wound up the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Ordinance, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether
Winding up Notice to
persons entitled by transmission When other notices deemed given
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they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deemed fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
如果公司停业，经公司专门决议通过，财产清算人可将公司全部或部分资产按实物分给股东，不论资产是否构成同一类实物，只要清算人认为适当，他可就上述所分配的任何资产进行估价，并可决定如何在股东或不同种类的股东之中进行分配。经同样许可，财产清算人可以将全部或任何部分资产交受托人，只要清算人认为此种委托恰当且对分配有益，但不得强迫任何股东接受任何附有义务的股份或其他证券。
INDEMNITY 赔偿
158. The Directors, alternate Directors, Secretary, managers and other officers of the Company shall be indemnified out of its assets against all liability incurred by them as such in defending any proceedings, whether civil or criminal, in respect of alleged negligence, default, breach of duty or breach of trust, in which judgment is given in their favour, or in which they are acquitted or in connection with any application under the Ordinance in which relief is granted to them by the Court.
凡董事、替代董事、秘书、经理和其他公司现任官员参与诉讼，不论是民事诉讼或是刑事诉讼，如果胜诉，或被开释，或法庭援引 《 公司法 》 规定，免除他就任何疏忽、违约、失职或背信的责任，因辩护而发生的任何债务应从公司财产中予以赔偿。
Indemnity
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