公司章程AOA-2[1]Word下载.docx

1、INTERPRETATION2. （1） In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.WORDMEANING “Audit Committee”the audit committee of the Company formed by the Board

2、pursuant toArticle 124） hereof, or any successor audit committee.“Auditor”the independent auditor of the Company which shall be an internationally recognized firm of independent accountants.“Articles”these Articles in their present form or as supplemented or amended orsubstituted from time to time.“

3、Board” or“Directors”the board of directors of the Company or the directors present at a meetingof directors of the Company at which a quorum is present.“capital”the share capital from time to time of the Company.“clear days”in relation to the period of a notice, that period excluding the day when th

4、e notice is given or deemed to be given and the day for which it is given or onwhich it is to take effect.“clearing house”a clearing house recognized by the laws of the jurisdiction in which the shares of the Company （or depositary receipts therefor） are listed or quotedon a stock exchange or interd

5、ealer quotation system in such jurisdiction.“Company”Edward Ho Hi-tech Limited“competent authority”regulatory a competent regulatory authority in the territory where the shares of the Company （or depositary receipts therefor） are listed or quoted on astock exchange or interdealer quotation system in

6、 such territory.“debenture” and “debenture holder”include debenture stock and debenture stockholder respectively.“Designated StockExchange”The NASDAQ Stock Market LLC“dollars” and “$”dollars, the legal currency of the United States of America.“Exchange Act”the Securities Exchange Act of 1934, as ame

7、nded.“FINRA”the Financial Industry Regulatory Authority.“head office”such office of the Company as the Directors may from time to timedetermine to be the principal office of the Company.“Law”The Companies Law, Cap. 22 （Law 3 of 1961, as consolidated and revised）of the Cayman Islands.“Member”a duly r

8、egistered holder from time to time of the shares in the capital of the Company.“month”a calendar month.“Notice”written notice unless otherwise specifically stated and as further defined inthese Articles.“Office”the registered office of the Company for the time being.“ordinary resolution”a resolution

9、 shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by itsduly authorized representative or, where proxies are allowed, by proxy at a general meeting

10、 of which not less than ten （10） clear days Notice has beenduly given;“paid up”paid up or credited as paid up.“Register”the principal register and where applicable, any branch register of Membersof the Company to be maintained at such place within or outside the Cayman Islands as the Board shall det

11、ermine from time to time.“Registration Office”in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where （except in cases where the Boardotherwise directs） the transfers or

12、other documents of title for such class of share capital are to be lodged for registration and are to be registered.“SEC”the United States Securities and Exchange Commission.“Seal”common seal or any one or more duplicate seals of the Company （includinga securities seal） for use in the Cayman Islands

13、 or in any place outside the Cayman Islands.“Secretary”any person, firm or corporation appointed by the Board to perform any ofthe duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.“special resolution”a resolution shall be a special resolution when

14、it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorized representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten （10） clear days Notice, specifying （without prejudice to the power contained in these Articles to amend the same） the intention to propose the resolution as a special resolu