»ò (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) ³ýÒÀ¿ªÂü¹«Ë¾·¨ÁÒÔµç×ÓÓʼþÕߣ¬ÓÚ´«Ë͵ç×ÓÓʼþʱ£¬·¢ÉúËÍ´ïЧÁ¦¡£
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
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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.
ÈçÊýÈ˹²ÓÐÖ®¹É·Ý£¬ ¹«Ë¾Í¨ÖªÓ¦¼ÄËÍÓڹɶ«Ãû²¾µÇ¼ÇΪÊ×Ö®¹É¶«£¬¸Ã¼ÄËÍ Ó¦ÊÓΪ¹«Ë¾ÒѶÔËùÓй²Í¬¹É·Ý֪ͨ¡£
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.
¹«Ë¾µÃ¼ÄËÍÔ¤¸¶ÓÊ×ÊÓʼþ֪ͨÓèÒòԹɶ«ËÀÍö»òÆÆ²ú¶øÓÐȨȡµÃ¹É·ÝÖ®ÈË»òÒÔ×ÔÉí¡¢ËÀÍö¹É¶«Ö®´ú±íÈË¡¢ÆÆ²ú¹ÜÀíÈË»òÆäËüÀàËÆÖ®µØÎ»Ö®ÈË£¬ ¸Ã֪ͨӦ¼ÄËÍÖÁÓÐȨȡµÃ¹É·ÝÖ®ÈËÕßÌṩ֮µØÖ·£¬»ò£¨ÓÚÌṩµØÖ·Ç°£© ÒÔ¼ÄËÍÓèԹɶ«Ö®Èκη½Ê½ÎªÖ®£¬ÈçͬËÀÍö»òÆÆ²úÇéÊÂÉÐδ·¢Éú¡£
Notice of every general meeting shall be given in the same manner hereinbefore authorised to:±¾¹«Ë¾¹É¶«»á֪֮ͨӦÒÔͬÑùÖ®·½Ê½ÊÚȨ:
(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) ÿλ¹É¶«Ö®Í¨ÖªÓ¦ËÍ´ïÓÚËùÓÐÔÚ»ù×¼ÈÕµ±ÌìÓÐȨÊÕÊܹ«Ë¾Í¨ÖªÇÒÒÑ Ìṩ±¾¹«Ë¾ËÍ´ïµØÖ·Ö®¹É¶«¡£
(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) ÔÚ·ûºÏ±¾Õ³̹涨Ï£¬ÈκÎ֪ͨ»òµµ£¬Ó¦ÊÓΪÒѺϷ¨·¢¸øËùÓгֹÉÖ®¹É¶«£¬¼´Ê¹¸Ã¹É¶«ÒÑËÀÍö¡¢ÆÆ²ú»ò±¾¹«Ë¾Òѱ»Í¨ÖªÆäËÀÍö»òÆÆ²úÕßÒàͬ¡£
No other persons shall be entitled to receive notices of general meetings. ÆäËüÈËÎÞȨÊÕµ½¹É¶«»á֪ͨ¡£
CLOSING REGISTER OR FIXING RECORD DATE ¹ÉƱֹͣ¹ý»§ÆÚ¼ä
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.
Ϊ´ï¹É¶«ÊÕÊܹɶ«»áÕÙ¼¯»òͶƱ֪֮ͨĿµÄ£¬ÕâЩ¹É¶«ÓÐ×ʸñÊÕÊܹÉÏ¢ »òΪ¾ö¶¨ËΪ¹É¶«£¬¶ÊÂÓÚÍ£Ö¹¹ý»§ÆÚ¼ä¿ÉÌṩ¹É¶«Ãû²¾¡£ÓÚÐ˹ñÊг¡ »ò¹ñÂòÖÐÐĹÒÅÆ»ǫ̀Íå֤ȯ½»Ò×ËùÉÏÊÐÆÚ¼ä£¬¹É¶«Ãû²¾¼ÇÔØÖ®±ä¸ü£¬ÓÚ ¹É¶«³£»á¿ª»áǰÁùÊ®ÈÕÄÚ£¬¹É¶«ÁÙʱ»á¿ª»áǰÈýÊ®ÈÕÄÚ£¬»ò¹«Ë¾¾ö¶¨·Ö ÅɹÉÏ¢¼°ºìÀû»òÆäËüÀûÒæÖ®»ù×¼ÈÕǰÎåÈÕÄÚ£¬²»µÃ±ä¸ü¡£Ç°ÊöÆÚ¼ä£¬Ó¦ ×Ô¿ª»áÈÕ»ò»ù×¼ÈÕÆðËã¡£
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. ³ýÁË¹ÉÆ±Í£Ö¹¹ý»§ÆÚ¼ä£¬¶Ê¿ÉÔ¤¶¨Ò»ÈÕÆÚΪ¹É¶«ÓÐ×ʸñÊÕÊܹɶ«»áÕÙ¼¯Í¨ÖªÖ®»ù×¼ÈÕ£¬´Ë¹É¶«ÓÐ×ʸñÇ××Ô³öϯ¡¢Î¯Íгöϯ»òÒÔµç×ÓͨѶ·½Ê½ ³öϯ¹É¶«»á»òÊÕÊܹÉÏ¢£¬¶Ê¿ÉÓÚ¾ÅÊ®ÈÕǰ¹«¸æ¹ÉÏ¢²¢¶¨Ò»ÈÕÆÚΪ»ù×¼ÈÕ¡£
AMENDMENT OF MEMORANDUM AND ARTICLES ×éÖ¯±¸Íü¼¼°Õ³ÌÖ®ÐÞ¸Ä
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
. ÔÚ¿ªÂü·¨Âɼ°±¾Õ³ÌËù¹æ¶¨Ö®·¶Î§ÄÚ£¬ ¹«Ë¾¿ÉÒÀÌØ±ð¾öÒéÐÞ¸ÄÆä×éÖ¯±¸Íü ¼»ò±¾Õ³Ì֮ȫ²¿»òÒ»²¿£¬ µ«ÈκÎÐÞÕýÈôδÒÀ±¾Õ³̵Ú4Ìõ(C)¹æ¶¨È¡µÃͬ Òâ»òÈϿɣ¬¾ù²»µÃÓ°ÏìÈκÎÀà±ð¹É֮ȨÀû¡£
ORGANISATION EXPENSES ×éÖ¯·ÑÓÃ
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.
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OFFICES OF THE COMPANY ±¾¹«Ë¾×¢²áÖ÷ÓªÒµËù
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.
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INDEMNITY ²¹³¥
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. ÿÃû¶ÊÂÿһ»üºËÔ±¡¢Ã¿Ò»ÃØÊé¡¢ºÍÆäËü±¾¹«Ë¾Ö÷¹Ü»òÈκÎÓйع«Ë¾ÊÂÎñ Ö®ÊÜÍÐÈ˼°Æä¼Ì³ÐÈË¡¢ ÒÅÖöÖ´ÐÐÈË¡¢ ¹ÜÀíÈË¡¢ ´úÀíÈË»ò¼Ì³ÐÈË»òÊÜÈÃÈË ¡¸ÊÜ £¨ ²¹³¥Õß¡¹£¬Ó¦Óɱ¾¹«Ë¾µÄ×ʲúºÍ×ʽð×÷µ£±££¬Ìṩ²¹³¥±£Õϲ¢µ£±£Æä²»ÊÜ £© Ë𺦣¬Õë¶ÔÒòÆä´Óʹ«Ë¾µÄÒµÎñ»òÊÂÎñ£¬»òÒòÆäÖ´Ðжøµ¼ÖÂÖ®ËùÓÐÐж¯¡¢ ³ÌÐò¡¢·ÑÓá¢ÊÕ·Ñ¡¢¿ªÏú¡¢Ëðʧ¡¢É˺¦»ò·¨ÂÉÔðÈΣ¬Ó¦Óɱ¾¹«Ë¾Ìṩ²¹³¥ ²¢µ£±£Æä²»ÊÜË𺦣¬¶Ê»ᲢӦÒÔ±¾¹«Ë¾Ö®×ʲúºÍ×ʽðÖ§¸¶Ö®£¬³ý·Ç¸ÃµÈ ÔðÈÎϵµ¼ÒòÓÚÊܲ¹³¥ÕßÖ®²»³ÏÐÅ¡¢¹ÊÒâºöÊÓ¡¢Î¥Ô¼»òÕ©ÆÛËùÖ£¬²¹³¥½ð¶î ¶Ô¹«Ë¾²Æ²úÔڹɶ«¼äÓÐÓÅÏÈÊܳ¥Ö®È¨Àû¡£ ³ý¾ÓÉÆä¹ÊÒâ¹ýʧ»òÎ¥Ô¼ËùÖÂÕß Í⣬¶ÔÓÚÆäËüÊܲ¹³¥ÕßÖ®ÐÐΪ¡¢ÊÕÊÜ¡¢¹ýʧ¡¢Î¥Ô¼£¬»ò¹²Í¬ÊÕÊÜËùΪ֮Æä ËüÐÐΪ£¬ »ò¶ÔÓÚÒòΪ±¾¹«Ë¾ÈκοîÏîËùͶ×Ê»òδÀ´½«Í¶×ÊÖ®ÓмÛ֤ȯ֮²» Êʵ±»òǷȱËù²úÉúÖ®ÈκηÑÓᢿªÏú¡¢Ëðʧ»òÅâ³¥ÔðÈΣ¬»ò¶ÔÓÚÈκÎÒòΪ ÆÆ²ú¡¢ÎÞÁ¦Çå³¥»òÒòÈκνðÇ®¡¢ÓмÛ֤ȯ»ò¶¯²úËù¼Ä·ÅÖ®È˵ÄÇÖȨÐÐΪËù ÖÂÖ®Ëðʧ»òË𺦣¬»ò¶ÔÆäËûÈκλò¿÷Ëð¡¢Ëðʧ»ò²»ÐÒ£¬»òÖ÷¹Ü¡¢ÊÜÍÐÈË»ò ÓйØÏµÖ®ÈË´ú±í¹«Ë¾Ö´ÐÐÒµÎñËùÉúÖ®Ë𺦵ȣ¬ Êܲ¹³¥Õß¾ùÎÞÐ븺Ôð»òÌá³ö ´ð±ç¡£

