内容发布更新时间 : 2024/11/15 5:01:57星期一 下面是文章的全部内容请认真阅读。
d．精神失常。
APPOINTMENT AND REMOVAL OF DIRECTORS 董事的任命和免职
95.
The Company may by ordinary resolution appoint any person to be a Director and may in like manner remove any
Director and may in like manner appoint another person in his stead.
本公司可通过普通决议案委任任何人士为董事，并可以这样的方式免除任何董事，并以类似的方式委任另一人代替他。
96. The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total amount of Directors (exclusive of alternate Directors) shall not at any time exceed the number fixed in accordance with these Articles.
董事有在任何时间及不时委任任何人士为董事的权力，以填补临时空缺或增加现有的董事，但董事的总数（包括后部董 事）在任何时候不得超过这些条款规定的固定数量。
PRESUMPTION OF ASSENT 假定同意
97. A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.
公司董事出席董事会议的行为应当被推定为已经同意关于公司事件的决议，除非他将其异议记录到会议记录中去，或 除非他在休会之前向担任该会议的书记提出书面的异议或者在休会后立刻转发此异议邮件给书记。这项权利不适用于在 此议案中已投了赞成票的董事。
SEAL 印章
98. (a) The Company may, if the Directors so determine, have a Seal which shall, subject to paragraph (c) hereof, only be used
by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf and every instrument to which the Seal has been affixed shall be signed by one person who shall be either a Director or the Secretary or Secretary-Treasurer or some person appointed by the Directors for the purpose.
如果董事会决定公司应当有一个印章，应当符合第（c）点，只能由经董事局授权的董事或委员会使用,并且每份
盖章的文书应当有董事、书记或者财务处长又或者由董事局为此指定的某人的签名。
(b) The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the Common Seal of the Company and, if the Directors so determine, with the addition on its face of t he name of every place where it is to be used.
公司应当具备在开曼群岛之外任何地方使用的副本印章，这些副本应当是公章的复制版，并且若董事会同意，可以在副 本印章表面添加使用地的名称。
(c) A Director, Secretary or other officer or representative or attorney may without further authority of the Directors affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.
董事，秘书或其他人员或代表或律师可能没有董事在任何文件的署名上加盖公章的进一步权限，因为这要求必须是可信 的或者是有在开曼群岛或在其他任何地方注册备案的公司。
OFFICERS 人员
99. The Company may have a President, a Secretary or Secretary-Treasurer appointed by the Directors who may also from
time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such
duties, and subject to such provisions as to disqualification and removal as the Directors from time to time prescribe. 公司应当拥有一个总经理，一个秘书或者董事局任命的财务主管（董事局如果需要，还可以不时地任命其他人员），在 这些条件和报酬下，去履行他们的职责，使他们服从于董事局对他们取消资格和免职的指示。
DIVIDENDS, DISTRIBUTIONS AND RESERVE 股息，分配和储备
100. Subject to the Statute, the Directors may from time to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorise payment of the same out of the funds of the Company lawfully available therefore.
按照法律规定，董事局应当不时地宣布股息（包括期中股利）和应分担的公司未偿还贷款，并因此批准公司在合法和可 允许的情况下支付同样的资金。
101. The Directors may, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or
reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company.
董事局应当在公布股息或分配之前，留出他们认为合理的金额作为储备资金，任凭其有效地运用在公司的任何目标或者 应用在待定的公司业务上。
102. No dividend or distribution shall be payable except out of the profits of the Company, realised or unrealised, or out of the share premium account or as otherwise permitted by the Statute.
102 红利应当仅由公司从公司已经实现或未实现的利润中支出，或从股份溢价账户中或按照法定允许的方式支出。
103. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends or distributions, if dividends or distributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or credited as paid on the shares of such class outstanding on the record date for such dividend or distribution as determined in accordance with these Articles but no amount paid or credited as paid on a share in advance of calls shall be treated for the purpose of this Article as paid on the share.
103 除享有特别权利能够获得红利或利润分配的股东所获得红利和利润分配之外，如果对任何类别股份进行红利和利润 分配，则该等分配应当按照依据公司章程确定的到期日时，股东已经时间就其持有的股份缴足股款的比例进行，但在催 收股款之前已经能够支付的股款不应被视为本条项下已支付的股款。
104 The Directors may deduct from any dividend or distribution payable to any Member all sums of money ( if any) presently
payable by him to the Company on account of calls or otherwise.
104 董事可以从应付给股东的红利或利润分配中减去所有股东应当向公司支付的股款或其他款项。
105 The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets
and in particular of paid up shares, debentures, or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.
105 董事可以宣布全部或部分以特定资产的形式，或者以其他任何公司已经缴足的股份、债券、信用债券，或者以其他 方式分配红利或利润分配，并且如果在分配中发生任何困难，董事可以按照其认为方便的方式解决，并且可以发出部分 行凭证并确定该等用以分配的资产的价值，或者确定在该等价值确定之时以现金方式向股东进行分配，并且可以就该等
资产置于信托安排之下，如果董事认为该等安排比较便捷。
106 Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant
sent through the post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first named on the register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint holders.
106 任何就股份的分红、分配、利润或其他现金形式应当以支票或支付令形式支付，并将该等票据通过邮寄发给股东的 登记地址，在集体股东的情况下，发给股东名册上排名在前的股东或集体股东书面指示的接受人。该等支票或支付令的 权利人应当是票据接受人。任何集体股东中的一个或多个股东可就其所在的集体股东就相关股份收到的分红、红利或其 他现金出具整体的集体股东出具有效的收据。
107 No dividend or distribution shall bear interest against the Company.
107 对于分红和利润分配不承担任何利息。
CAPITALISATION 股本
108 The Company may upon the recommendation of the Directors by ordinary resolution authorise the Directors to capitalise any sum standing to the credit of any of the Company's reserve accounts (including share premium account and capital
redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisa tion, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such
capitalisation and matters incidental thereto and any agreement made under such authority shall b e effective and binding on all concerned.
108 公司可以依据董事决议通过所作出的推荐，授权董事将任何款项计入公司的公积金账户（包括股份溢价账户和股本 回购公积金），或计入收支账户或其他可以用于向股东分配红利的账户，并且授权董事依据如果该等款项实际为红利方 式的利润分配，其在股东中的分配比例将该等款项向股东支付，并授权董事代表股东将该等款项用于支付拟分配的股份 的股款并对于已经缴足股款的股份按照上述比例进行分配。该等情况下，董事需要就上述股东变化的实现进行相关行为， 并应当得到相关授权作出相关行为以使得相关股份部分的可分配状态（包括公司获得的相关部分的收益权，而非股东得 到的收益权）。董事可以授权任何人代表有意股东与公司签订就股份变更及相关事宜的协议，以及上述授权项下的任何 协议均对各方具有约束力。
BOOKS OF ACCOUNT 帐簿
109. The Directors shall cause proper books of account to be kept with respect to:
(a) all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure
takes place; (b) (c)
all sales and purchases of goods by the Company; the assets and liabilities of the Company.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. 109 董事应促使账簿的适当保存：
(a)
所有公司收取或支出的款项以及该等收取或支出相关的其他事宜； 公司所有的货物买卖；
公司的资产和负债 如果账簿未能真实、有效的反映公司状况或未能解释相关交易的情况，则该等账簿不
(b)
(c)
应被视为得到适当的保存。
110. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of th e Company except as conferred by Statute or authorized by the Directors or by the Company in general meeting.
110 董事应当是不是决定是否、在何等承担上，在何等时间和地方，以及在何等条件下将公司账簿提供非董事的股东审 阅，此外，非股东（亦非为董事）应当无权检查公司的账簿以及其他文件，但如果相关法令赋予检查的权利，或者董事 或公司在股东会上授权的除外。
111. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.
111 董事应随时促使损益表、资产负债表、集团报表（如有）以及该等其他法律可能要求的报告和报表在公司股东大会 召开之前准备并陈列妥当。
AUDIT 审计
112. The Company may at any annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the next annual general meeting and may fix his or their remuneration.
112 公司应在每次年度股东大会任命一名或数名公司审计师在公司任职至下一年度股东大会，并确定其薪酬。
113. The Directors may before the first annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the Members in general meeting in which case the Members at that meeting may appoint Auditors. The Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Article may be fixed by the Directors.
113 董事应在首次年度股东大会前任命一名或数名公司审计师在公司任职至首次年度股东大会，但在召开股东大会任命 审计师时可以普通决议提前解聘。然而当在任或持续任职的审计师可以进行临时休假（如有）时，董事应满足该等休假。 董事根据本章程任命的任何审计师的薪酬由其决定。
114. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and Officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.
114 每一审计师有权随时查看公司账簿、账户和凭单，并有权在其履行审计职责认为需要时要求公司董事和高级管理人
员提供该等信息。
115. Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Directors or any general meeting of the Members, make a report on the accounts of the Company in
general meeting during their tenure of office.
115 审计师应在其经任命后的下一年度股东大会上，或在其任期内的任何时候，基于董事或任一股东大会的要求，应就 公司帐务在其任期内的股东大会上提供财务报告。
NOTICES 通知
116. Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, telex or telecopy to him or to his address as shown in the register of Members, such notice, if mailed, to be forwarded airmail if the address be outside the Cayman Islands.
116 书面方式由公司向任何股东发出，无论以手递、邮寄、电报、电传或传真给其本人或其注册地址，该等通知如需邮
寄至开曼群岛以外地址，应采用航空信件方式。
117. (a) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected at the expiration of 60 hours after the letter containi ng the same is posted as aforesaid.
117 (a) 如通知以邮寄方式，通知信函应适当列明地址、预付回邮费用并邮寄方视为有效履行通知义务，通知信函以前述 方式寄出后满 60 小时为有效送达。
(b) Where a notice is sent by cable, telex, telecopy or electronic message, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization and to have been effected on the day the same is sent as aforesaid. (b)
如通知以电报、电传或传真方式，通知应适当列明地址并通过传输机器传送方视为有效履行通知义务，通知
以前述方式送出当日为有效送达
118. A notice may be given by the Company to the joint holders of record of a share by giving the notice to the joint holder first named on the register of Members in respect of the share.
117 向登记股份的联名股东发送通知时，向股东名册中就该等股份所列的第一个联名股东送出即可。
119. A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share or shares in consequence of the death or bankruptcy of a Member by sending it through the post as aforesaid in a pre-paid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.
119 公司股东死亡或破产而经公司考虑拟授予股份的人士，公司向其发出的通知应以上述邮寄方式以预付回邮费用信
函，并列明其姓名，或死者代表人称谓，或破产保管人，或者在没有死亡或破产发生的情况下公司选择授予股份的 人士，公司向其发出的通知可以任何方式。
120. Notice of every general meeting shall be given in any manner hereinbefore authorised to:
(a) every person shown as a Member in the register of Members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members.
(b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting; and
No other person shall be entitled to receive notices of general meetings.