公司章程 下载本文

或 (iv) electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail, subject to the Law.

(iii) 除依开曼公司法令,以电子邮件者,于传送电子邮件时,发生送达效力。

105. In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service

于证明以邮递或快递服务所为之送达效力时, 只须证明通知邮件或文件之 信 封或包装载有正确之地址,并且业经付邮或交付快递服务。

106. A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint holder named first in the Register of Members in respect of the Share.

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。

107. A notice may be given by the Company to the person entitled to a Share in consequence of the death or bankruptcy of a Member by sending it through the post in a prepaid letter 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 supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

公司得寄送预付邮资邮件通知予因原股东死亡或破产而有权取得股份之人或以自身、死亡股东之代表人、破产管理人或其它类似之地位之人, 该通知应寄送至有权取得股份之人者提供之地址,或(于提供地址前) 以寄送予原股东之任何方式为之,如同死亡或破产情事尚未发生。

Notice of every general meeting shall be given in the same manner hereinbefore authorised to:本公司股东会之通知应以同样之方式授权:

(a) every Member with the right to receive notice as at the record date and who have supplied to the Company an address for the giving of notices to them; and

(a) 每位股东之通知应送达于所有在基准日当天有权收受公司通知且已 提供本公司送达地址之股东。

(b) every person entitled to a Share in consequence of the death or bankruptcy of a Member, who, but for his death or bankruptcy would be entitled to receive notice of the meeting and has informed the Company with the supporting documents as requested by and satisfactory to the Company.

(b) 在符合本章程规定下,任何通知或档,应视为已合法发给所有持股之股东,即使该股东已死亡、破产或本公司已被通知其死亡或破产者亦同。

No other persons shall be entitled to receive notices of general meetings. 其它人无权收到股东会通知。

CLOSING REGISTER OR FIXING RECORD DATE 股票停止过户期间

108. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or who are Members for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period. For so long as the Shares are registered in the Emerging Market or listed in the GTSM or the TWSE, the Register shall be closed at least for a period of sixty (60) days, thirty (30) days and five (5) days immediately before the date of each annual general meeting, each special general meeting and the record date for a dividend distribution, respectively.

为达股东收受股东会召集或投票通知之目的,这些股东有资格收受股息 或为决定谁为股东,董事于停止过户期间可提供股东名簿。于兴柜市场 或柜买中心挂牌或台湾证券交易所上市期间,股东名簿记载之变更,于 股东常会开会前六十日内,股东临时会开会前三十日内,或公司决定分 派股息及红利或其它利益之基准日前五日内,不得变更。前述期间,应 自开会日或基准日起算。

109. Apart from closing the Register, the Directors may fix in advance the record date(s) for determination of Members that are entitled to, inter alia, receive notice of, to attend or to vote at a meeting of the Members in person, by proxy, in writing or by way of electronic transmission, or receive payment of any dividend. The Directors may, at or within 90 days prior to the date of the declaration of such dividend, fix a subsequent date as the record date for such determination. 除了股票停止过户期间,董事可预定一日期为股东有资格收受股东会召集通知之基准日,此股东有资格亲自出席、委托出席或以电子通讯方式 出席股东会或收受股息,董事可于九十日前公告股息并定一日期为基准日。

AMENDMENT OF MEMORANDUM AND ARTICLES 组织备忘录及章程之修改

110. Subject to and insofar as permitted by the provisions of the Law and these Articles, the Company may from time to time by a Special Resolution alter or amend its Memorandum of Association or these Articles in whole or in part provided however that no such amendment shall effect the rights attaching to any class of shares without the consent or sanction provided for in Article 4(c

. 在开曼法律及本章程所规定之范围内, 公司可依特别决议修改其组织备忘 录或本章程之全部或一部, 但任何修正若未依本章程第4条(C)规定取得同 意或认可,均不得影响任何类别股之权利。

ORGANISATION EXPENSES 组织费用

111. The preliminary and organisation expenses incurred in forming the Company shall be paid by the Company and may be amortised in such manner and over such period of time and at such rate as the Directors shall determine and the amount so paid shall in the accounts of the Company, be charged against income and/or capital.

公司应支付组织初步形成及成立所生之费用并随着时间分期偿还, 或依其公司董事决定报酬率。董事之报酬得有不同,依其对本公司营运与之程,并由公司收入或资本之账户支付。

OFFICES OF THE COMPANY 本公司注册主营业所

112. The Registered Office of the Company shall be at such address in the Cayman Islands as the

Directors shall from time to time determine. The Company, in addition to its Registered Office, may establish and maintain an office in the Cayman Islands or elsewhere as the Directors may from time to time determine.

本公司注册主营业所设于开曼群岛,其地点应由董事会随时决定之。 除本 公司注册主营业所外,经董事会决定,本公司得在开曼群岛或其它地方 设置办公室。

INDEMNITY 补偿

113. Every Director, every Auditors, every Secretary and other officer for the time being and from time to time of the Company or any trustee for the time being acting in relation to the affairs of the Company and their respective heirs, executors, administrators, personal representatives or successors or assigns (each an \the Indemnified Person’s own dishonesty, wilful neglect or default or fraud, be indemnified and secured harmless by the Company against, and it shall be the duty of the Directors out of the funds and other assets of the Company to pay, all actions, proceedings, costs, charges, losses, damages, expenses and liabilities incurred, including travelling expenses, which any such Director, officer or trustee may incur or become liable in respect of by reason of any contract entered into, or act or thing done by him as such Director, officer or trustee or in any way in or about the execution of his duties and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the Members over all other claims. No Indemnified Person shall be liable or answerable for the acts, receipts, neglects or defaults of any other Indemnified Person or for joining in any receipt or other act for conformity or for any costs, loss, expense or liabilities incurred happening to the Company through the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested or for any loss of the monies of the Company which shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies, securities or effects shall be deposited, or for any other loss, damage or misfortune whatsoever which shall happen in or about the execution of the duties of his respective office or trust or in relation thereto unless the same happens through his own wilful neglect or default.

113. 每名董事每一稽核员、每一秘书、和其它本公司主管或任何有关公司事务 之受托人及其继承人、 遗嘱执行人、 管理人、 代理人或继承人或受让人 「受 ( 补偿者」,应由本公司的资产和资金作担保,提供补偿保障并担保其不受 ) 损害,针对因其从事公司的业务或事务,或因其执行而导致之所有行动、 程序、费用、收费、开销、损失、伤害或法律责任,应由本公司提供补偿 并担保其不受损害,董事会并应以本公司之资产和资金支付之,除非该等 责任系导因于受补偿者之不诚信、故意忽视、违约或诈欺所致,补偿金额 对公司财产在股东间有优先受偿之权利。 除经由其故意过失或违约所致者 外,对于其它受补偿者之行为、收受、过失、违约,或共同收受所为之其 它行为, 或对于因为本公司任何款项所投资或未来将投资之有价证券之不 适当或欠缺所产生之任何费用、开销、损失或赔偿责任,或对于任何因为 破产、无力清偿或因任何金钱、有价证券或动产所寄放之人的侵权行为所 致之损失或损害,或对其他任何或亏损、损失或不幸,或主管、受托人或 有关系之人代表公司执行业务所生之损害等, 受补偿者均无须负责或提出 答辩。