All sections · Part IV: Company Capacity And Powers
37 一般的合同
(1) 承诺人可以通过以下方式订立合同
(a) 如果在个人之间订立的合同，法律规定应以契约或印章的书面形式订立，则该合同作为加盖印章的契约或文书由公司有效地订立，条件是
(i) 加盖公司公章，并由公司董事或章程大纲和细则授权的其他人员见证公司印章的应用；或
(i) 表明是或应代表本公司执行，并表明是或应以其他方式表明其意在成为文书，并应由根据本公司的明示或默示授权行事的任何人士签署。
(b) 如果是个人之间签订的合同，法律规定必须以书面形式签订，并由各方签署，则可由公司或代表公司以书面形式签订，并由根据公司的明示或默示授权行事的任何人员签署；以及
(c) 如果是在个人之间订立的合同，虽然是口头订立，但不限于书面，也是有效的，可以由公司或代表公司的任何人员根据公司的明示或默示授权，口头订立。
(2) 根据本节签订的任何合同都可以按照本节授权的相同方式进行修改或履行。
(3) 根据本条订立的合同应有效，并对公司及其继承人和合同的所有其他各方、其继承人、遗嘱执行人或管理人具有约束力。
(a) 如果在个人之间订立的合同，法律规定应以契约或印章的书面形式订立，则该合同作为加盖印章的契约或文书由公司有效地订立，条件是
(i) 加盖公司公章，并由公司董事或章程大纲和细则授权的其他人员见证公司印章的应用；或
(i) 表明是或应代表本公司执行，并表明是或应以其他方式表明其意在成为文书，并应由根据本公司的明示或默示授权行事的任何人士签署。
(b) 如果是个人之间签订的合同，法律规定必须以书面形式签订，并由各方签署，则可由公司或代表公司以书面形式签订，并由根据公司的明示或默示授权行事的任何人员签署；以及
(c) 如果是在个人之间订立的合同，虽然是口头订立，但不限于书面，也是有效的，可以由公司或代表公司的任何人员根据公司的明示或默示授权，口头订立。
(2) 根据本节签订的任何合同都可以按照本节授权的相同方式进行修改或履行。
(3) 根据本条订立的合同应有效，并对公司及其继承人和合同的所有其他各方、其继承人、遗嘱执行人或管理人具有约束力。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Contracts generally
(1) A contract may be entered into by a company as follows —
(a) a contract that, if made between individuals, would by law be
required to be in writing and made by deed or under seal, is validly
entered into by a company as a deed or an instrument under seal if
it is either —
(i) sealed with the common seal of the company and
witnessed by a director of the company or such other
person who is authorised by the memorandum and
articles to witness the application of the company‘s seal;
or
(ii) expressed to be, or is executed on behalf of the company
and expressed to be executed as, or otherwise makes
clear on its face that it is intended to be, a deed and it is
signed by any person acting under the express or implied
authority of the company;
(b) a contract that, if made between individuals, would be required by
law to be in writing and signed by the parties thereto, may be
entered into by or on behalf of the company in writing and signed
by any person acting under the express or implied authority of the
company; and
(c) a contract that, if made between individuals, would be valid
although entered into orally and not reduced to writing, may be
entered into orally by or on behalf of the company by any person
acting under the express or implied authority of the company.
(2) Any contract made according to this section may be varied or discharged
in the same manner as it is authorised by this section to be made.
(3) A contract entered into in accordance with this section is valid and is
binding on the company and its successors and all other parties to the
contract, their heirs, executors or administrators.
(a) a contract that, if made between individuals, would by law be
required to be in writing and made by deed or under seal, is validly
entered into by a company as a deed or an instrument under seal if
it is either —
(i) sealed with the common seal of the company and
witnessed by a director of the company or such other
person who is authorised by the memorandum and
articles to witness the application of the company‘s seal;
or
(ii) expressed to be, or is executed on behalf of the company
and expressed to be executed as, or otherwise makes
clear on its face that it is intended to be, a deed and it is
signed by any person acting under the express or implied
authority of the company;
(b) a contract that, if made between individuals, would be required by
law to be in writing and signed by the parties thereto, may be
entered into by or on behalf of the company in writing and signed
by any person acting under the express or implied authority of the
company; and
(c) a contract that, if made between individuals, would be valid
although entered into orally and not reduced to writing, may be
entered into orally by or on behalf of the company by any person
acting under the express or implied authority of the company.
(2) Any contract made according to this section may be varied or discharged
in the same manner as it is authorised by this section to be made.
(3) A contract entered into in accordance with this section is valid and is
binding on the company and its successors and all other parties to the
contract, their heirs, executors or administrators.
