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1、 SAMPLE OF STANDARD M “seal“ means the common seal of the company; “secretary“ means any person appointed to perform the duties of a secretary of the company; expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography,
2、 photography and other modes of representing or reproducing words in a visible form; words or expressions contained in these Regulations shall be interpreted in accordance with the provisions of the Interpretation Act (Cap. 1), and of the Act as in force at the date at which these Regulations become
3、 binding on the company. SHARE CAPITAL AND VARIATION OF RIGHTS 2. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but subject to the Act, shares in the company may be issued by the directors and any such shares may be issued with
4、such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, as the directors, subject to any ordinary resolution of the company, determine. 3. Subject to the Act, any preference shares may, with the sanction of an or
5、dinary resolution, be issued on the terms that they are, or at the option of the company are liable, to be redeemed. 4. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of tha
6、t class) may, whether or not the company is being wound up, be varied with the consent in writing of the holders of 75% of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class. To every such separ
7、ate general meeting the provisions of these Regulations relating to general meetings shall with the necessary modifications apply, but so that the necessary quorum shall be 2 persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares o
8、f the class present in person or by proxy may demand a poll. To every such special resolution section 184 shall with such adaptations as are necessary apply. 5. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly pr
9、ovided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking equally therewith. 6. The company may exercise the powers of paying commissions conferred by the Act, provided that the rate per cent or the amount of the commission pa
10、id or agreed to be paid shall be disclosed in the manner required by the Act and the commission shall not exceed the rate of 10% of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10% of that price (as the case may be). Such commission may be satisf
11、ied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The company may also on any issue of shares pay such brokerage as may be lawful. 7. Except as required by law, no person shall be recognised by the company as holding any share up
12、on 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 partial interest in any share or unit of a share or (except only as by these Regulations or by law otherwise provided) any other rights i
13、n respect of any share except an absolute right to the entirety thereof in the registered holder. 8. Every person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate under the seal of the company in accordance with the Act but in re
14、spect 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 such holders. LIEN 9. The company shall have a first and paramou
15、nt lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a first and paramount lien on all shares (other than fully paid shares) registered in the name of a singl
16、e person for all money 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 from the provisions of this regulation. The companys lien, if any, on a share shall extend to all dividends payable thereon. 10. 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 a sum in resp
