1. The number of Directors shall not be less than two (2). The Company shall keep at its Registered Office a register of its directors and officers in accordance with the Companies Law.
译文：公司的董事人数不得少于两（2）名。公司应按照《公司法》的规定填写董事及管理人员名册，并保存在公司的注册办事处。
2. A Director may at any time, by notice in writing signed by him delivered to the Registered Office or at the Head Office or at a meeting of the Board, appoint any person (including another Director) to act as alternate Director in his place during his absence and may in like manner at any time determine such appointment.
译文：董事可以随时向注册办事处、总部或者董事会会议递交由其签字的书面通知，委托任何人（包括其他董事）担任替任董事，在原董事不能履行董事职务时，由替任董事代为履行，并且董事可以随时决定以类似方式委托替任董事。
3. An alternate Director shall (subject to his giving to the Company an address, telephone and facsimile number within the territory of the Head Office for the time being for the giving of notices on him and except when absent from the territory in which the Head Office is for the time being situate) be entitled (in addition to his appointor) to receive and (in lieu of his appointor) to waive notices of meetings of the Board and of any committee of the Board of which his appointor is a member and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all the functions of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he (instead of his appointor) were a Director.
译文：（在向公司提供总部目前所在司法管辖区内接收公司的通知的地址、电话和传真号码的前提下，但不在总部目前所在司法管辖区的除外）替任董事有权（包括原董事）接收或者（代表原董事）放弃接收董事会会议通知的权利、其委托人作为成员所属的任何董事委员会会议通知的权利，并且在授权董事不能亲自出席的会议上，有权以董事身份出席会议并在会议上进行表决，通常情况下，有权代表原董事在会议上履行所有职权；在会议程序方面，同样适用本章程的条款规定，在这种情况下，替任董事（而非原董事）应当视为公司董事。
4. If his appointor is for the time being absent from the territory in which the Head Office is for the time being situate or otherwise not available or unable to act, his signature to any resolution in writing of the Directors or any such committee shall be as effective as the signature of his appointor. His attestation of the affixing of the Seal shall be as effective as the signature and attestation of his appointor. An alternate Director shall not, save as aforesaid, have power to act as a Director nor shall he be deemed to be a Director for the purposes of these Articles.
译文：原董事临时离开总部当时所在的司法管辖区，或者由于其他原因无法履行董事职务的，替任董事在董事会或者任何委员会书面决议上的签字，与原董事的签字具有同等效力。替任董事对加盖印章的文件出具的证明，与原董事的签字和证明具有同等效力。除上述权力外，替任董事无权行使董事的其他权力，并且在本章程的其它规定方面也不得视为公司董事。
5. The Directors shall be entitled to receive by way of ordinary remuneration for their services as Directors such sum as shall from time to time be determined by the Company in general meeting or by the Board, such sum (unless otherwise directed by the resolution by which it is voted) to be divided amongst the Directors in such proportions and in such manner as they may agree, or failing agreement, equally, except that in such event any Director holding office for less than the whole of the relevant period in respect of which the ordinary remuneration is paid shall only rank in such division in proportion to the time during such period for which he has held office.
译文：董事有权就作为董事提供的服务获得正常报酬，具体数额由公司股东大会决定或者董事会决定，各董事的具体报酬数额可以按照董事之间约定的比例和分配方式进行分配（但经该董事参加表决的决议另有规定的除外）；未达成一致的，在全体董事之间均等分配；但任何董事的任职期限不足正常报酬的整个支付期限的，应当按照实际任职时间按比例支付。
6. The Directors shall also be entitled to be repaid all travelling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as Directors, including their expenses of travelling to and from Board meetings, committee meetings or general meetings or otherwise incurred whilst engaged on the business of the Company or in the discharge of their duties as Directors.
译文：董事还有权要求报销各自在履行董事职务时合理产生的差旅费、食宿费和其它费用，包括参加董事会会议、委员会会议、股东大会的费用以及在参与公司业务、履行董事职务方面产生的费用。
7. The Board may grant special remuneration to any Director who shall perform or has performed any special or extra services at the request of the Company. Such special remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by way of salary, commission or participation in profits or otherwise as may be arranged.
译文：任何董事按照公司的要求执行特殊服务的，董事会可以对该董事提供特殊报酬。特殊报酬可以作为董事正常报酬的补充，也可以代替正常报酬，可以采用工资、佣金、利润分成或者其他形式进行支付。
8. Except as would, if the Company were a company incorporated in Hong Kong, be permitted by the Companies Ordinance as in force at the date of adoption of these Articles, and except as permitted under the Companies Law, the Company shall not directly or indirectly: make a loan to a Director or a director of any Holding Company of the Company or any of their respective Close Associates; enter into any guarantee or provide any security in connection with a loan made by any person to a Director or a director of any Holding Company of the Company or any of their respective Close Associates; or if any one or more of the Directors hold (jointly or severally or directly or indirectly) a controlling interest in another company, make a loan to that other company or enter into any guarantee or provide any security in connection with a loan made by any person to that other company.
译文：除香港《公司条例》另行许可（在本章程生效之日后公司在香港注册成立的情况下）以及《公司法》另行许可外，公司不得直接或间接地：向公司董事、公司任何控股公司的董事、各自的任何密切关联方提供贷款；就任何人向公司董事、公司任何控股公司的董事、各自的任何密切关联方提供的贷款达成任何担保协议、作出任何保证；在任何一个或多个董事（单独或连带、直接或间接）持有其他公司控股权益的情况下，不得向该公司提供贷款，不得就任何人向该公司提供的贷款达成任何担保协议、作出任何保证。
9. A Director shall vacate his office: if he becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors generally; or if he dies or becomes of unsound mind as determined pursuant to an order made by any competent court or official on the grounds that he is or may be suffering from mental disorder or is otherwise incapable of managing his affairs and the Board resolves that his office be vacated; or if he absents himself from the meetings of the Board during a continuous period of six months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, and the Board pass a resolution that he has by reason of such absence vacated his office; or if he becomes prohibited by law from acting as a Director, or he ceases to be a Director by virtue of any provision of law or is removed from office pursuant to these Articles; or if he has been validly required by the stock exchange of the Relevant Territory to cease to be a Director and the relevant time period for application for review of or appeal against such requirement has lapsed and no application for review or appeal has been filed or is underway against such requirement; or if by notice in writing delivered to the Company at its Registered Office or at the Head Office or tendered at a meeting of the Board he resigns his office; or if he shall be removed from office by an Ordinary Resolution of the Company under Article 20; or if he shall be removed from the office by notice in writing served on him signed by not less than ¾ in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office.
译文：董事有下列情形之一的，董事职务终止：董事破产、收到接收令、中止偿还债务或者与债权人普遍达成和解的；董事死亡，依据任何有管辖权的法院或者主管人员有合理的理由认为董事患有精神疾病并认定董事精神失常，董事不具备管理公司事务的能力，或者董事会决定应当解除董事职务的；董事未事先向董事会请假，连续六个月不参加董事会会议，替任董事（如果有）也在此期间内不代表董事参加董事会会议，并且董事会通过决议决定以缺席为由解除董事职务的；法律禁止董事担任董事职务，董事因任何法律规定而不再担任董事职务，或者依照本章程的规定解除董事职务的；相关司法管辖区的证券交易所有效地要求董事不再担任董事职务，并且审查申请或上诉申请的期限届满，未提出审查申请或上诉申请，或者依照有关要求不得提出审查申请或上诉申请的；董事向公司注册办事处、总部或者董事会会议递交书面辞职通知的；公司依照第20条的规定作出普通决议解除董事职务的；公司至少四分之三（舍去小数点后的位数按整数计算）的现任董事（包括收到通知的董事本人）向董事发出书面通知要求辞去董事职务的。
10. The management of the business of the Company shall be vested in the Directors who (in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them) may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by the Act expressly directed or required to be exercised or done by the Company in general meeting but subject nevertheless to the provisions of the Act and of these Articles and to any regulations from time to time made by the Company in general meeting provided that no regulations so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made and in particular and without prejudice to the generality of the foregoing the Directors may at their discretion exercise every borrowing power vested in the Company by its Memorandum of Association or permitted by law together with collateral power of hypothecating the assets of the Company including any uncalled or called but unpaid capital; provided that the Directors shall not carry into effect any proposals for disposing of the whole or substantially the whole of the Company's undertaking or property unless those proposals have been approved by the Company in general meeting.
译文：公司的业务应当由董事会负责管理和经营，（除本《章程》或者其他文件明确授予的权力和职权外），董事会还可以行使和完成本《章程》以及《公司法》未明确规定由公司行使和完成，但公司在股东大会上行使和完成的所有其他权力、事务和事宜，但行使这些权力和完成这些事务和事宜时，不得违反《公司法》和本《章程》的规定以及公司在股东大会上作出的规定；但是，公司在股东大会上颁布的任何规定不得导致董事会先前的行为无效，董事会先前的行为与公司颁布规定之前的效力相同。特别是，并在不违反上述规定的普遍适用性的前提下，董事会可以酌情行使本《章程》赋予公司的或法律允许的每一项借款权连同抵押公司资产（包括任何未催缴或催缴但未缴纳的股本）的抵押权；但是，有关处置公司全部或大部分业务或财产的提案未经公司在股东大会上批准的，董事会不得实施。