关于公司上市规则及ASTC交收规则应用探究

Application of the Act, Listing Rules and ASTC Settlement Rules上市规则及ASTC交收规则应用

  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.这些条例适用作为可替换的规则，根据该法，在成立至今，这个章程可以在许多公司重复使用。

(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 实践的力量

(a) The company may, in any way the Act permits:该公司可能会以任何方式获得法律许可

(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.ukthesis.org/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现，不然就包括下面的权利

:(1) to appoint a person to act in the office or position until a person is appointed tothe office or position 去任命一个人的职务，就是要了解这个人在公司这个位置上所要履行的工作职责

;(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:这种宪法赋予人权力也可以废除人的权利：

(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;代表团的权利可能不是普遍的，而是受到限制的，即使是被大多数人选举出来

(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;代表团不需要制定特殊的人，但可能需要任命一些人道特定的职位上。

(4) the delegation may include the power to delegate; 代表团可能包含罢免的权利

(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.执行或行使这种职能或权力取决于在哪些情形，与信仰或精神状态有关的事，都是需要我们注意的