notice providing not less than fourteen (14) days of prior notice and the second notice providing not less than 5 days of prior notice, then the attendance of any three (3) Directors shall constitute a quorum.] A Director and his appointed alternate Director shall be considered only one person for the purpose of quorum, provided always that if there shall at any time be only a sole Director the quorum shall be one. For the purposes of this Article an alternate Director or proxy appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present. 对任何交易而言，法定人数应当为3名董事，其中包括至少一名系列A董事【但如果在公司继第一次通知后，在不少于5天的提前通知下发出第二次董事会会议通知后，仍未达到上述法定人数时，则3位董事出席应构成法定人数】。就法定人数而言，董事及其指定的替代董事应当被认定一人，但如果在任何时候今有一名董事，则该一名董事的出席即构成法定人数。就本条而言，替代董事或董事指定的代理人在董事本人未出席时，应当计算在法定人数之内。
91. The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors or of summoning a general meeting of the Company, but for no other purpose. 董事在董事会出席缺位时仍应履行职责，但如果董事人数低于相关条款确定的董事会法定人数的数量，或相关条款中要求召开股东会的法定人数。
92. The Directors may elect a Chairman of the Board of Directors and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.
董事可以选举董事会主席并决定其任职时间，但如果未选举董事会注销，或董事会在已经确定的会议开始时间后5分钟未出席会议，董事可以选举另一董事作为该次会议的董事长。
93. Subject to the relevant provisions in these Articles, the Directors may delegate any of their powers to committees consisting of such member or members of the Board of Directors (including Alternate Directors in the absence of their appointors) as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.
在相关条款的情况下，董事可以将其权力委托给董事按照自己认为适当的方式建立的委员会，该等委员会由董事会成员组成（在董事未出席的情况下，包括其替代董事）；任何该等委员会应当行使董事会委托的权力，并遵守董事确定的相关规则。
94. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall not have a second or casting vote.
委员会可以自主约定开会或休会。会议中出现的问题应当由与会董事通过简单多数票进行表决，但如果出席票数相同的情况，主席不应享有决定票。
95. 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 Director 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.
董事会或任何委员会（包括替代董事）作出的任何行为应当认为有效，即使在行为之后发现董事的委派或董事指定替代董事的行为存在瑕疵，或董事或替代董事并无相应资格。
96. Members of the Board of Directors or of any committee thereof may participate in a meeting of the Board of Directors 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 the 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.
董事会成员或任何委员会可以通过与会人员可以相互听见的电话会议或其他相似通讯设备参加相关会议，通过该等方式参加会议的董事应被认为合理与会。任何由全体董事或所有委员会成员（有权代表董事签字的替代董事）签字的书面决议（一个或多个副本）应当与在适当通知并召开的董事会上通过的决议具有同等效力。
97. (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.
董事可以委托他人参加任何董事会，受委托人的出席或投票应当被视为董事本身的出席或投票。
(b) The provisions of Articles 63-66 shall mutatis mutandis apply to the appointment of proxies by Directors.
第63-66条中的规定应经过适当变更后适用于董事对委托人的指定。
VACATION OF OFFICE OF DIRECTOR董事的离职
98. The office of a Director shall be vacated: 董事的职位可以被辞去：
(a) if he gives notice in writing to the Company that he resigns the office of Director; 如果其向公司发出书面通知，告知其辞去董事一职；
(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;
如果非因特别的休假而连续三次没有出席董事会会议，则董事会将通过对该董事因该等缺席而离职的决议。
(c) if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; 如果该董事死亡、破产或与其债权人进行某种安排或合并；
(d) if he is found a lunatic or becomes of unsound mind; 如果发现其为精神疾病人或意志不健全。
(e) if he is removed by a shareholder vote by the holders of the class of shares that originally appointed him or by the Members who appointed him, as applicable, as set forth in Article 69.
如果其通过股东投票形式被最初聘任该董事的类别股持有者或被聘任该董事的股东解聘，可适用第69条所述之条款。
APPOINTMENT AND REMOVAL OF DIRECTORS董事的聘任和解聘 99. The Directors of the Company may only be appointed as provided in Article 69. 公司董事仅可依据第69条规定被聘任。
100. A Director of the Company shall only be removed by the Members who nominated and elected him.
公司董事仅可由提名或推选该董事的股东解聘。
PRESUMPTION OF ASSENT推定赞成
101. 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. 公司董事会可能会为公司事务做出一定行动，出席董事会的某位公司董事应被推定为已经赞成董事会所做出的行动，除非会议记录中记录有该董事的反对，或该董事在基于此的休会或通过注册邮件紧接着休会后向该人发出其对该行动向大会秘书提出的书面反对。该等反对的权利不得适用于投赞成票的董事。
SEAL印章
102. (a) The Company may, if the Directors so determine, have a Seal which shall, subject to Article102(c) hereof, only be used by the authority of the Directors or of a committee of the Directors authorised 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.
如果董事会相应同意，公司可以拥有印章。该印章仅可在第102(c)条的情况下由董事或董事会授权的委员会以其名义适用，并且加盖印章的文件应由董事或董事会秘书或财务秘书，或其他董事特别就此目的指定的人使用。
(b) The Company may have 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 the
name of every place where it is to be used.
公司可以拥有仿制的印章或数个印章，该等印章应当与公司的印章相同，并且如果董事因为应当，在任何该等印章之上均应标明其拟使用之处。
(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.
对于下列人员以加盖印章证实或需向开曼群岛公司登记部门登记的文件，董事、公司秘书或其他任职人员、代表或顾问可以在未经董事进一步授权的情况下仅在公司文件上其自己的签名之上加盖印章。
OFFICERS任职人员
103. Subject to Article 19, 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.
依据第19条，公司可聘用一位主席、一位秘书或秘书财务员。该等人员需由董事会聘任，并且董事在其认为必要时会随时聘用其他的该等任职人员。该等聘用会按照同等条款、同等薪资、履行同等义务、受限于董事会随时指定的同等不适格及解聘条款。
DIVIDENDS, DISTRIBUTIONS AND RESERVE股息、配发金以及储备金
104. (a) Subject to the Statute and these Articles, 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 and in accordance with the provisions of this Article 104.
根据规章与本章程，董事会会不时的宣告公司正在流通股份的股息（包括中期股息）和配发金，并且授权从公司可用资金中合法的支付该等款项并符合本104条。
(b) In the event the Company shall declare a distribution, the holders of Series A Preferred Shares shall be entitled to a proportionate share of any such distribution as though the holders of Series A Preferred Shares were holders of the number of Common Shares into which their Series A Preferred Shares are convertible as of the record date fixed for the determination of the holders of Common Shares entitled to receive such distribution.
(b) 如果公司宣告一项配发金，A系列优先股的持有者将有权享有该等配发金一定比例的股份。A系列优先股持有者如同在为决定普通股持有者是否有权接受该等配发金而设定的登记日期，由A系列优先股转换而来的普通股的持有者。
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.
1. 董事可以在宣派红利之前将其认为合适数额的现金作为公积金留存，该等事宜由董事自主决定，且该等公积金的留存不需考虑公司拟进行的目的，并且可以在公司经营过程中按照董事的自主决定加以使用。
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.
2. 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。
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.
3. 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。
108. 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.
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。
109. 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.
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。
110. 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