關于公司上市規則及ASTC交收規則應用探究

Application of the Act, Listing Rules and ASTC Settlement Rules上市規則及ASTC交收規則應用

  The rules that apply as replaceable rules to companies under the Act and the regulationsin Table A in the legislation under which the company was formed do not apply to thecompany except so far as they are repeated in this constitution.這些條例適用作為可替換的規則，根據該法，在成立至今，這個章程可以在許多公司重復使用。

(b) Unless the contrary intention appears:(1) an expression in a rule that deals with a matter dealt with by a provision of theAct, the Listing Rules or the ASTC Settlement Rules has the same meaning asin that provision; and(2) subject to rule 1.2(b)(1), an expression in a rule that is used in the Act has thesame meaning in this constitution as in the Act.

  1.3 Exercising powers 實踐的力量

(a) The company may, in any way the Act permits:該公司可能會以任何方式獲得法律許可

(1) exercise any power;(2) take any action; or(3) engage in any conduct or procedure,which, under the Act a company limited by shares may exercise, take or engage in.(b) Where this constitution provides that a person ‘may’ do a particular act or thing, the act orthing may be done at the person’s discretion.(c) Where this constitution confers a power to do a particular act or thing, the power is,unless the contrary intention appears, to be taken as including a power exercisable in thesame way and subject to the same conditions (if any) to repeal, rescind, revoke, amendor vary that act or thing.(d) Where this constitution confers a power to do a particular act or thing, the power may beexercised from time to time and may be exercised subject to conditions.(e) Where this constitution confers a power to do a particular act or thing concerningparticular matters, the power is, unless the contrary intention appears, to be taken toinclude a power to do that act or thing as to only some of those matters or as to aparticular class of those matters, and to make http://www.mythingswp7.com/dissertation_writing/  different provision concerning differentmatters or different classes of matters.(f) Where this constitution confers a power to make appointments to an office or position(except the power to appoint a director under rule 7.1.

  the power is, unless thecontrary intention appears, to be taken to include a power除非是相反的情形出現，不然就包括下面的權利

:(1) to appoint a person to act in the office or position until a person is appointed tothe office or position 去任命一個人的職務，就是要了解這個人在公司這個位置上所要履行的工作職責

;(2) to remove or suspend any person appointed (without prejudice to any rights orobligations under any contract between the person and the company); and(3) to appoint another person temporarily in the place of any person removed orsuspended or in the place of any sick or absent holder of the office or position

  Where this constitution gives power to a person to delegate a function or power:這種憲法賦予人權力也可以廢除人的權利：

(1) the delegation may be concurrent with, or (except in the case of a delegation bythe directors) to the exclusion of, the performance or exercise of that function orpower by the person;

(2) the delegation may be either general or limited in any way provided in the termsof delegation;代表團的權利可能不是普遍的，而是受到限制的，即使是被大多數人選舉出來

(3) the delegation need not be to a specified person but may be to any personholding, occupying or performing the duties of a specified office or position;代表團不需要制定特殊的人，但可能需要任命一些人道特定的職位上。

(4) the delegation may include the power to delegate; 代表團可能包含罷免的權利

(5) where performing or exercising that function or power depends on that person’sopinion, belief or state of mind about a matter, that function or power may beperformed or exercised by the delegate on the delegate’s opinion, belief or stateof mind about that matter.執行或行使這種職能或權力取決于在哪些情形，與信仰或精神狀態有關的事，都是需要我們注意的