THURSDAY, NOVEMBER 16, 1972
(Continued from previous Page)
NEW CENTURY SHIPPING & INVESTMENT COMPANY LIMITED
(新世紀航業投資有限公司)
APPENDIX IV
ARTICLES OF ASSOCIATION
The Company was converted to a public company on 10th November 1972 and adopted new Articles of Association which include tinter aliar the following provi-
sions:
Shores
Article 7 The shares shall be under the control of the Directors who may allot or otherwise dispose of the some to such persons on such terms and conditions and at such times as the Directors think fit. In particular, but without limiting the foregoing, the Directors shati have power to allot and issue shares in the capital of the Company to any other person or persons for or in consideration of the transfer to the Company of any shares in or securities of any other company or enterprise or the purchase or acquisition by the Company of any property or assets, reat or personal whatsoever in such manner and on such terms and conditions as the Directors think fit,
Article 8 Subject to the provisions, if any, in that behalf of the Memorandum of Association, and without prejudice to any special rights previously conferred on the holders of existing shares, any shore may be issued with such preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of share capital, or otherwise, as the Company may from time to time by resolution
determine.
Modification of Class Rightt
Article 54 Whenever the capital is divided into different classes of shares the rights and privileges attached to ony class tunless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-fourths of the issued shares of that closs or with the sanction of on Extraordinary Resolution posted at a separate General Meeting of the holders of the shares of that class. To every such separate General Meeting the provisions of these Presents relating to General Meetings shall mutatis mutandis apply but so that at every such separate General Meeting the quorum shall be a person or persons holding or representing by attomey or proxy one-half of the issued shores of the class.
Votos of Members
Article 70 Subject to any special rights or restrictions as to voting attached to ony shores by or in accordance with these Presents, on a show of hands every Member who is present in person or by attorney or proxy shall have one vote (but no person other than the Chairman shall on a show of hands have more than one votel and for this purpose a person (not being himself a Member) who is present os representative of a corporation which is a Member shall be treated as if he were a Member present in person. On a poll every Member who is present in person or by attorney, proxy or re- presentative shall have one vote in respect of each share in the capital of the Company of which he is the holder.
Article 73 If two or more persons are jointly entitled to a share then in voting on any question the votes of a senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of other registered holders of the shore and for this purpose seniority shall be determined by the order in which the names stand in the Register.
Article 75 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or if the appointor is a corporation either under the common seal or under the hand of on officer or at- torney so authorised. A proxy need not be a Member.
Directors and Directors' Remuneration
Article 81 The number of Directors shall not be less than four or more than
twenty.
Article 82 A Director need not hold ony qualification share but shall never- theless be entitled to receive notice of and to attend and speak at all General Meetings of the Company and at all separate meetings of all classes of shores of the Company.
Article 84 -
(a) The Directors shall receive such remuneration for their services for each year as the Members shall from time to time in General Meeting determine and the Members in General Meeting may decide in what shares or proportions such remuneration, shall be divided or allotted and such remuneration may
(b)
be either by a fixed sum or a percentage profits or otherwise as may be determined by the Members in General Meeting. In the event of a Director retiring or
for any other cause vacating his office before the end of any year his remuneration shall be deamed to have accrued up to the date when his office as a Director shall have been vocated. any of the Directors shall be called upon to perform extra services the Members in General Meeting may remunerate the Director or Directors so doing either by a fixed sum of percentage of profits or otherwise as may be determined by them and such remuneration may be either in addition to or in substitution for the share of such Director or Directors in the remuneration provided for the Directors. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors.
Notwithstanding the foregoing, the remuneration of a Managing Director or Executive Director shall from time to time be fixed by the Directors and may be by way of solory, commission, or participation in profits or otherwise or by all or any of those modes and with such other benefits and allowances os the Directors may from time to time decide. Such re- muneration shall be in addition to his remuneration as a Director. Article 90 A Director may hold any other office under the Company in con- junction with his office of Director except the office of Auditor and a Director may be or become a Director of any compony promoted by this Company or in which it may be interested as a vendor shareholder or otherwise and no such Director shall be ac- countable for any benefits received as a Director or otherwise from any such company.
Article 102 - The Directors may from time to time oppoint one or more of their body to be a Managing Director or Managing Directors the business of the Company for such period and upon such terms and conditions as they think tit, and may from time to time subject to contractual obligations remove him or them from office and appoint another or others in his or their place or places. The Directors may enter into on agreement or agreements with any person firm or company appointing such person firm or company as manager or agent responsible for the management of the whole or such part of the activities of the Company and upon such terms and condi- tions as the Directors shall deam fit.
Article 123 -
(a) No Director or intended Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall ony such contract or any contract or arrangement entered into by or on behalf of the Company with any person, company or partnership of or in which any Director shall be a member or otherwise interested be capable on that account of being avoided; nor shall any Director so contracting or being such a
member or so interested be fiable to account to the Company for ony profit realised by any such contract or arrangement by reason only of such Director holding that office or the fiduciary relationship thereby established. Provided always that each Director shall forthwith disclose the nature of his interest in any contract or arrangement which he is interested as required by and subject to the provisions of the Ordinance,
(b)
such
Provided such disclosure is made as aforesaid, a Director shall be entitled to vote in respect of any contract or arrangement in which he is interested and to be counted in the quorum present of the meeting at which such contract or arrangement is considered.
(c) Any Director may continue to be or become a director, managing director, manager or other officer or member of any other company in which the Company may be interested and (unless otherwise agreed no such Director shall be accountable for any remuneration or other benefits received by him as a a director, managing director, manager or other officer or member of any such other company. The Directors may exercise the voting powers confer. red by the shores in any other company held or owned by the Company, or exercisable by them as directors of such other company in such manner in all respects
the in any resolution appointing themselves or any of them directors, managing directors, manager or other officers of such company) and any Director of the Company may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, manager or other officer of such a company, and as such that he is, or may become, interested in the exercise of such voting rights in manner aforesaid.
Article 124 A general notice to the Directors by a Director that he is to be re- garded as interested in any contract or arrangerment which may be made with ony specified person, firm or corporation after the date of such notice shall be a sufficient declaration of interest under this and Article 123 in relation to any contract or arrange- ment so made provided that no such notice shall be of effect unless either it is given at a meeting of the Directors or the Director takes reasonable steps to ensure that it is brought up and read at the next meeting of the Directors ofter it is given.
Directors' Borrowing Powers
Article 96-The Directors may from time to time borrow raise or secure from bankers or others for the purposes of the Company by way of bills overdraft cosh credit or other usual means of obtaining trading accommodation such sum or sums of money as they in their discretion shall consider necessary or desirable for the proper and con- venient administration of the Company's finances.
Article 97-in addition to the moneys so borrowed raised or secured under the pre- ceding Article the Directors may from time to time at their discretion ruise or borrow money for the purposes of the Company and may secure the payment of the same by mortgage or charge upon the whole or any part of the assers and property of the Com- pany (present or future) including its uncalled or unissued capital and may issue bonds debentures or debenture stock either charged upon the whole or any part of the assets and property of the Company or not so charged.
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