赞比亚《公司法》THE_COMPANIES_ACT.doc

1-Interpretation 1. (1) In these regulations, unless the context otherwise requires: "Act" means the Companies Act, 1994; "prescribed rate of interest" means the rate of interest prescribed in regulations made under the Act for the purposes of the Standard Articles; "seal" means the common seal of the company and includes any official seal of the company; "resolution" means an ordinary resolution of the company; "secretary" means any person appointed to perform the duties of a secretary of the company. (2) Unless the context otherwise requires an expression, if used in a provision of these regulations that deals with a matter dealt with by a particular provision of the Act, has the same meaning as in that provisions of the Act. 2-Share Capital and Variation of Rights 2. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, but subject to the Act, shares in the company may be issued by the directors and any such share may be issued with such preferred deferred or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the director, subject to a resolution, determine. 3. The directors shall not issue any rights or options to shares in favour of any persons unless the issue has been authorised at a general meeting by a special resolution. 4. Subject to the Act, any preference shares may, with the sanction of a resolution, be issued on the terms that they are, or at the option of the company are liable to be redeemed. 5. (1) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound-up, be varied with the consent in writing of the holders of three-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a sep