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董事会可将其任何权力授予其认为恰当的由董事所组成的委员会；由此组成的委员会在行使所授予的权力时应遵守董事 会为它所制定的规则。
90.
A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majorit y of votes of the members present, and in the case of an equality of votes the Chairman shall have a second or casting vote.
委员会可自行决定开会和休会。会议的任何议题均由出席会议的委员经多数票同意通过，如果遇到双方票数相等，主席应再投决定性的
一票。
91. All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate
Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Direct or or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.
董事会或董事委员会的会议或任何代理董事职权的人的任何行为均应视为有效，如同所有都经正式任命且具有董事资格一样，尽管事后
发现任命董事或上述代理董事有些不妥，或董事会或任何董事不称职。
92.
Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all th e members of a committee of Directors (an alternate Director being entitled to sign such resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held.
委员会成员可以透过电话会议或其它相似的通讯设备参加委员会会议。而透过该设备参与会议的所有人能够听见对方。 根据本条款参加会议将构成以个人方式参加该会议。委员会的所有成员签署的书面决议是有效及有作用的，该决议将视 作为于委员会会议上通过。该决议可由多份相同格式的文件组成，而每份文件由所有成员签署（代理董事有资格代表其 委托人签署该文件）。该决议如果已经被正式召开的董事会或委员会通过，应当是有效的，并具有法律效力。 93.
(a) A Director may be represented at any meetings of the Board of Directors by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director.
董事在任何董事会议均可由其指定的代理人代表参加，并且该代理人出席或者作出的投票决定都会被当作该董事的决 定。
(b) The provisions of Articles 59-62 shall mutatis mutandis apply to the appointment of proxies by Directors. 第 59-62 条规定应当作细节上的修改以适用于董事对代理人的任命。
VACATION OF OFFICE OF DIRECTOR 董事的离职
94.
The office of a Director shall be vacated:
(a) if he gives notice in writing to the Company that he resigns the office of Director; 董事在以下情况下应当离职： a．以书面形式向公司提出离职。
(b) if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three
consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office;
b．未经董事会同意缺席连续三次董事会议，且没有指定代理人或代理董事出席，经董事会一致决定其因此而离职。
(c)
if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;
c．死亡或出现破产或与他的债权人签订了任何协议或和解协议。 (d)
if he is found a lunatic or becomes of unsound mind.
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：