澳洲西农有限公司提出的proposal格式_Research Proposal_论文格式

澳洲西农有限公司提出的proposal格式

Constitution of Wesfarmers Limited

Share capital Shares 股本股份

Subject to this constitution, the directors may:

(a) issue, allot or grant options for, or otherwise dispose of, shares in the company; and

(b) decide:

（1）发行股份或授出购股权;

（2）发行股份或授出购股权;
（3）该等股份或购股权的权利及限制。

(1) the persons to whom shares are issued or options are granted;

(2) the terms on which shares are issued or options are granted; and

(3) the rights and restrictions attached to those shares or options.

Preference shares

(a) The company may issue preference shares including preference shares which are, or at the option of the company or holder are, liable to be redeemed or convertible into ordinary shares.

(b) Each preference share confers on the holder a right to receive a preferential dividend, in priority to the payment of any dividend on the ordinary shares, at the rate and on the basis decided by the directors under the terms of issue.

(c) In addition to the preferential dividend and rights on winding up, each preference share may participate with the ordinary shares in profits and assets of the company, including on a winding up, if and to the extent the directors decide under the terms of issue.

(d) The preferential dividend may be cumulative only if and to the extent the directors decide under the terms of issue, and will otherwise be non-cumulative.

(e) Each preference share confers on its holder the right in a winding up and on redemption to payment in priority to the ordinary shares of:

(1) the amount of any dividend accrued but unpaid on the share at the date of

winding up or the date of redemption; and

(2) any additional amount specified in the terms of issue.

(f) To the extent the directors may decide under the terms of issue, a preference share ma confer a right to a bonus issue or capitalisation of profits in favour of holders of those shares only.

(g) A preference share does not confer on its holder any right to participate in the profits or property of the company except as set out above.

(h) A preference share does not entitle its holder to vote at any general meeting of the company except in the following circumstances:

(1) on any of the proposals specified in rule 2.2(i);

(2) on a resolution to approve the terms of a buy back agreement;

(3) during a period in which a dividend or part of a dividend on the share is in arrears;

(4) during the winding up of the company; or

(5) in any other circumstances in which the Listing Rules require holders of

preference shares to be entitled to vote.

(i) The proposals referred to in rule 2.2(h) are proposals:
(1) to reduce the share capital of the company;
(2) that affect rights attached to the share;

Constitution page 5

(3) to wind up the company; or

(4) for the disposal of the whole of the property, business and undertaking of the

company.

(j) The holder of a preference share who is entitled to vote in respect of that share under

rule 2.2(h) is, on a poll, entitled to the greater of one vote per share or such other number

of votes specified in, or determined in accordance with, the terms of issue for the share.

(k) In the case of a redeemable preference share, the company must, at the time and place

for redemption specified in, or determined in accordance with, the terms of issue for the

share, redeem the share and, on receiving a redemption request under the terms of

issue, pay to or at the direction of the holder the amount payable on redemption of the

share.

(l) A holder of a preference share must not transfer or purport to transfer, and the directors,

to the extent permitted by the Listing Rules, must not register a transfer of, the share if

the transfer would contravene any restrictions on the right to transfer the share set out in

the terms of issue for the share.

Alteration of share capital

Subject to the Act, the directors may do anything required to give effect to any resolution

altering the company’s share capital, including, where a www.ukassignment.org member becomes entitled to a

fraction of a share on a consolidation:

(a) making cash payments;

(b) determining that fractions may be disregarded in order to adjust the rights of all parties;

(d) rounding up each fractional entitlement to the nearest whole share by capitalising any

amount available for capitalisation under rule 4.2 even though only some of the members

participate in the capitalisation.

Conversion or reclassification of shares

Subject to rule 2.5, the company may by resolution convert or reclassify shares from one

class to another.

Variation of class rights

(a) The rights attached to any class of shares may, unless their terms of issue state otherwise, be varied:

（1）要求持有75％的该类别股份的人的书面同意;

（2）需要通过特别决议案的股份持有人同意。

(1) with the written consent of the holders of 75% of the shares of the class; or

(2) by a special resolution passed at a separate meeting of the holders of shares of

the class.

(b) The provisions of this constitution relating to general meetings apply, with necessary

changes, to separate class meetings as if they were general meetings except that:

(1) a quorum is 2 persons holding or representing by proxy, attorney or

Representative, at least ten percent of the issued shares of the class or, if there

is one holder of shares in a class, that person; and

(2) any holder of shares of the class present in person or by proxy, attorney or

Representative or who has duly lodged a valid direct vote in relation to the

meeting, may demand a poll.

been varied by the creation or issue of further shares ranking equally with them.

Constitution page 6#p#分页标题#e#

Joint holders of shares

Where 2 or more persons are registered as the holders of a share, they hold it as joint

tenants with rights of survivorship, on the following conditions:

(a) they are liable individually as well as jointly for all payments, including calls, in respect of

the share;

(b) subject to rule 2.6(a), on the death of any one of them the survivor is the only person the

company will recognise as having any title to the share;

distribution or payment in respect of the share; and

(d) except where persons are jointly entitled to a share because of a Transmission Event, or

where required by the Listing Rules or the ASTC Settlement Rules, the company may,

but is not required to, register more than 3 persons as joint holders of the shar

Equitable and other claims

The company may treat the registered holder of a share as the absolute owner of that

share and need not:

(a) recognise a person as holding a share on trust, even if the company has notice of a trust;

(b) recognise, or be bound by, any equitable, contingent, future or partial claim to or interest

in a share by any other person, except an absolute right of ownership in the registered

holder, even if the company has notice of that claim or interest.

Restricted securities

If, at any time, any of the share capital of the company is classified by the Exchange as

‘restricted securities’, then despite any other provision of this constitution:

(a) the restricted securities must not be disposed of during the escrow period except as

permitted by the Listing Rules or the Exchange;

(b) the company must refuse to acknowledge a disposal (including registering a transfer) of

the restricted securities during the escrow period except as permitted by the Listing

Rules or the Exchange; and

restriction agreement, the holder of the restricted securities is not entitled to any dividend

or distribution, or voting rights, in respect of the restricted securities.

Calls, forfeiture, indemnities, lien and surrender

Calls

(a) Subject to the terms on which any shares are issued, the directors may:

(1) make calls on the members for any amount unpaid on their shares which is not

by the terms of issue of those shares made payable at fixed times; and

(2) on the issue of shares, differentiate between members as to the amount of calls

to be paid and the time for payment.

(b) The directors may require a call to be paid by instalments.

Constitution page 7

(c) The directors must send members notice of a call at least 14 days (or such longer period required by the Listing Rules) before the amount called is due, specifying the time and

place of payment.

(d) Each member must pay to the company by the time and at the place specified the

amount called on the member’s shares.

(e) A call is taken to have been made when the resolution of the directors authorising the call

is passed.

(f) The directors may revoke a call or extend the time for payment.

(g) A call is valid even if a member for any reason does not receive notice of the call.

(h) If an amount called on a share is not paid in full by the time specified for payment, the

person who owes the amount must pay:

(1) interest on the unpaid part of the amount from the date payment is due to the

date payment is made, at a rate determined under rule 3.9; and

(2) if the share was issued after the date this constitution is adopted, any costs,

expenses or damages the company incurs due to the failure to pay or late

payment.

(i) Any amount unpaid on a share that, by the terms of issue of the share, becomes payable

on issue or at a fixed date:

(1) is treated for the purposes of this constitution as if that amount were payable

under a call duly made and notified; and

(2) must be paid on the date on which it is payable under the terms of issue of the

share.

(j) The directors may, to the extent the law permits, waive or compromise all or part of any

payment due to the company under the terms of issue of a share or under this rule 3.1.

Proceedings to recover calls

(a) In a proceeding to recover a call, or an amount payable due to the failure to pay or late

payment of a call, proof that:

(1) the name of the defendant is entered in the register as the holder or one of the

holders of the share on which the call is claimed;

(2) the resolution making the call is recorded in the minute book; and

(3) notice of the call was given to the defendant complying with this constitution,

is conclusive evidence of the obligation to pay the call and it is not necessary to prove the

appointment of the directors who made the call or any other matter.

(b) In rule 3.2(a), defendant includes a person against whom the company alleges a set-off

or counterclaim, and a proceeding to recover a call or an amount is to be interpreted

accordingly.

Payments in advance of calls

(a) The directors may accept from a member the whole or a part of the amount unpaid on a

share even though no part of that amount has been called.

(b) The directors may authorise payment by the company of interest on an amount accepted

under rule 3.3(a), until the amount becomes payable, at a rate agreed between the

directors and the member paying the amount.

Constitution page 8

Forfeiting partly paid shares

(a) If a member fails to pay the whole of a call or an instalment of a call by the time specified for payment, the directors may serve a notice on that member:

(1) requiring payment of the unpaid part of the call or instalment, together with any interest that has accrued and all costs, expenses or damages that the company

has incurred due to the failure to pay;

(2) naming a further time (at least 14 days after the date of the notice) by which,#p#分页标题#e#

and a place at which, the amount payable under rule 3.4(a)(1) must be paid;

and

(3) stating that if the whole of the amount payable under rule 3.4(a)(1) is not paid

by the time and at the place named, the shares on which the call was made will

be liable to be forfeited.

(b) If a member does not comply with a notice served under rule 3.4(a), the directors may by

resolution forfeit any share concerning which the notice was given at any time after the

day named in the notice and before the payment required by the notice is made.

by the company on the forfeited share and not actually paid before the forfeiture.

(d) Where a share has been forfeited:

(1) notice of the resolution must be given to the member in whose name the share

stood immediately before the forfeiture; and

(2) an entry of the forfeiture, with the date, must be made in the register of

members.

(e) Failure to give the notice or to make the entry required under rule 3.4(d) does not

invalidate the forfeiture.

(f) A forfeited share becomes the property of the company and the directors may sell,

reissue or otherwise dispose of the share as they think fit and, in the case of reissue or

other disposal, with or without crediting as paid up any amount paid on the share by any

former holder.

(g) A person whose shares have been forfeited ceases to be a member as to the forfeited

shares, but must, if the directors decide, pay to the company:

(1) all calls, instalments, interest, costs, expenses and damages owing on the

shares at the time of the forfeiture; and

(2) interest on the unpaid part of the amount payable under rule 3.4(g)(1), from the

date of the forfeiture to the date of payment, at a rate determined under rule 3.9.

(h) The forfeiture of a share extinguishes all interest in, and all claims and demands against the company relating to, the forfeited share and, subject to rule 3.8(i), all other rights

attached to the share.

(i) The directors may:

(1) exempt a share from all or part of this rule 3.4;

(2) waive or compromise all or part of any payment due to the company under this

rule 3.4; and

(3) before a forfeited share has been sold, reissued or otherwise disposed of,

cancel the forfeiture on the conditions they decide.
Members’ indemnity

(a) If the company becomes liable for any reason under a law to make a payment:
(1) in respect of shares held solely or jointly by a member;

Constitution page 9

(2) in respect of a transfer or transmission of shares by a member;

(3) in respect of dividends, bonuses or other amounts due or payable or which may

become due and payable to a member; or

(4) in any other way for, on account of or relating to a member,

rules 3.5(b) and 3.5(c) apply, in addition to any right or remedy the company may

otherwise have.

(b) The member or, if the member is dead, the member’s legal personal representative must:

(1) fully indemnify the company against that liability;

(2) on demand reimburse the company for any payment made; and

(3) pay interest on the unpaid part of the amount payable to the company under

rule 3.5(b)(2), from the date of demand until the date the company is

reimbursed in full for that payment, at a rate determined under rule 3.9.

(1) exempt a share from all or part of this rule 3.5; and

(2) waive or compromise all or part of any payment due to the company under this

rule 3.5.

Lien on shares

(a) The company has a first lien on:

(1) each partly paid share for all unpaid calls and instalments due on that share;

and

(2) each share for any amounts the company is required by law to pay and has

paid in respect of that share.

In each case the lien extends to reasonable interest and expenses incurred because the

amount is not paid.

(b) The company’s lien on a share extends to all dividends payable on the share and to the

proceeds of sale of the share.

(1) an amount for which a lien exists under this rule 3.6 is presently payable; and

(2) the company has given the registered holder a written notice, at least 14 days

before the date of the sale, stating and demanding payment of that amount.

(d) The directors may do anything necessary or desirable under the ASTC Settlement

Rules to protect any lien, charge or other right to which the company is entitled under this

constitution or a law.

(e) When the company registers a transfer of shares on which the company has a lien

without giving the transferee notice of its claim, the company’s lien is released so far as it

relates to amounts owing by the transferor or any predecessor in title.

(f) The directors may:

(1) exempt a share from all or part of this rule 3.6; and

(2) waive or compromise all or part of any payment due to the company under this

rule 3.6.