part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would but for such advances, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) seven per cent per annum, as may be agreed upon between the Directors and the Member paying such sum in advance.
只要认为恰当，董事会可接收股东自愿提前缴纳的未经催缴的全部或部分股款，且就提前缴纳的全部或部分股款支付利息（直 到如不提前交付，该股款到期应付为止），年利率不得超过（公司股东大会另有决议除外） 7 % ，具体可由董事会和股东在提 前缴款时协商。
(b) No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a
dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
提前缴款的通知应市使股东有权利在任何提前日期之前交付决议分派股利的一部分，但至于这一部分
付款，目前可缴。
FORFEITURE OF SHARES 股份的没收
25、(a) If a Member fails to pay any call or instalment of a call or to mak e any payment required by the terms
of issue on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, instalment or payment remains unpaid, give notice requiring
payment of so much of the call, instalment or payment as is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such
non-payment. Such notice shall name a day (not earlier than the expiration of fourteen da ys from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non-payment at or before the time appointed the shares in respect of which such notice was given will be liable to be forfeited.
25. (a) 如果某位股东没有偿付任何催收的股款或分期支付该股款或没有在发行条款指定的支付日支付，董 事可以在其后的催收任意部分的股款、分期付款或余下未付的款项期间中的任何时间发出通知，要求将催收 任意部分的股款、分期付款或余下未付的款项与因该等未付款项而招致的任何利息及全部费用同时支付。该 等通知应在通知要求付款当天或之前指定一个日期并规定如果在该被指定的时间或之前与该通知有关的股份 应被没收。
(d) If the requirements of any such notice as aforesaid are not compli ed with, any share in respect of
which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture.
（b）如果不符合该等没收通知的要求，那么任何与该通知相关的股份在通知要求的支付日之前可
能在其后的任何时候通过生效的董事决议被没收。该没收包括已经公告的与没收股份相关的及没 收前未现实支付的全部股息；
(e) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the
Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.
（c）被没收的股份应被出售或根据该等条款和董事认为适宜的方式处置，并且在出售和处置前的任何时
候，该没收可以依据董事认为适宜的条款撤回。
26、A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but
shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture were payable by him to the Company in respect of the shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares.
26/股份已被没收之人不再是被没收股份的股东，但是尽管仍然有义务向公司支付在没收日 其应向公司支付的包括利息在内的全部款项，应由其自己向公司支付关于股份和利息的款
项，但是如果公司已经接收到任何与该股份有关的应付的所有款项的全额付款，则其付款义 务终止。
27. A certificate in writing under the hand of one Director or the Secretary of the Company that a share in theCompany has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share
27/由公司一位董事或秘书出具的表明公司的某股份已经于公告中所述的日期被正式的没收的书面证明可 作为排斥所有人在该股份上主张权利的确证。公司可以接受在任何出售货处置中该股份的对价并且可以签 署有利于股份受让方或被处置方的股权转让。该等股份受让方将因此登记为股份的持有者，并且不负责该 购买款项的索取（如有），并且其股份上的权利不应被没收、出售或处置股份中的任何无序和无效所影响
28. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which,by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.
28/本章程中与没收相关的条款适用于未支付任何款项的金额。该款项是基于股份发行条款在固定的时间成 为应付的款项，不论是否是股份票面价值的金额还是以溢价的方式基于正式发出或通报的股款催缴而产生 的应付金额。
REGISTRATION OF EMPOWERING INSTRUMENTS
授权性文件的登记
29. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, noti ce in lieu of distringas, or other instrument.
29. 公司有权对每份信函、管理遗产委托状、死亡、婚姻证明、律师授权委托书、通知或其他法律文书 的登记收取不超过 1 美元的费用。
TRANSMISSION OF SHARES
股份的转移
30. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons
recognised by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from a ny liability in respect of any shares which had been held by him solely or jointly with other persons.
30/在股东死亡的情况下，与其同为联名持有者的其他股东以及当死者是单独持有者时，其法定代表人是唯 一公司认可的拥有死者任何权益的人。但是此处任何规定不得就该已故持有者的财产豁免其独立或与他人 联名持有的股份的义务。
31.
(a) Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to suc h other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be.
(a)
任何由于某股东死亡、破产或解散（或任何其他方式）而有权拥有某份股份的人，当董事会不时的要求其提 供相关证据的时候，可选择将其自己登记为股份持有者或将股份转让给由其提名的并很可能会被死者或破产 人指定的其他人，但是在上述两种，董事会应享有与该股东死亡或破产前转让股份时董事会所享有的同等的 拒绝或推延该登记的权利。
(b) If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a
notice in writing signed by him stating that he so elects.
(b)
如果因此而享受权利的人欲有资格被登记为持有者，其应向公司送达或传递由其签名的书面通知，说明其具 备资格的原因。
32.
A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company PROVIDED HOWEVER that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.
32.
基于持有者死亡、清算或破产的原因享有该股份上的权利的人有权享有与其如果作为正常注册的股东所享有 的同等股息或其他优势，除了该人被登记为股份持有者前无权行使任何与公司会议有关由股东资格赋予的权 利，除非董事会任何时候发出通知要求该人选择自己登记为股东或转让该股份，如果 90 天内通知没有被遵 守，董事会其后在通知已被遵守前不予支付任何股息、津贴、红利或关于该股份的其他款项。
AMENDMENT OF MEMORANDUM OF ASSOCIATION, CHANGE OF LOCATION OF REGISTERED OFFICE &
ALTERATION OF CAPITAL
公司大纲的修订，资本变更和注册办事处的地点变更
33.
(a) Subject to and in so far as permitted by the provis ions of the Statute, the Company may from time to time by ordinary resolution alter or amend its Memorandum of Association otherwise than with respect to its name and objects and may, without restricting the generality of the foregoing:
33.
(a) 根据或在规章及本章程以及各交易协议（定义见股份买卖协议）准许的范围内，公司可以不时的通过 特别决议变更或修订任何目标、权利或其他此处详细说明的事情有关的公司大纲。除非公司可通过普通决 议：
(i)
increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine.
(i)增加一定金额的股本。该金额被分成该等金额的若干没有票面价值的股份，正如决议所规定的权利、优先权以及
所附的特权，以及如公司在股东大会上可能决定的那样；
(ii)
consolidate and divide all or any of its share capital into shares of larger amoun t than its existing shares;
将全部或部分股本合并和拆分成比现有股份更大金额的股份
(iii)
by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association or into shares without nominal or par value;
通过拆分现有全部或部分股份，将全部或部分股本分成比公司大纲较小金额的或没有票面价值的股份；
(iv)
any person.
cancel any shares which at the date of the passing of the resolution have not been taken oragreed to be taken by
撤销在决议通过之日无人或无人同意持有的股份。
(b)
All new shares created hereunder shall be subject to the same provisions with reference to the share capital.
(b)
所有在 payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original 此之下产 生的新股份应如原始股本中的股份一样与涉及催收股款的支付、留置、转让、转移、没收以及其他的受到同 样条款的限制。
(c)
Subject to the provisions of the Statute, the Company may by Special Resolution change its name or alter its objects.
(c) 受规章条款所限, 公司可以通过特别决议改变其注册名称或改变主营产品。
(d)
Without prejudice to Article 11 hereof and subject to the provisions of the Statute, the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund.
(d)在不损害第 11 条的前提下，受规章规定所限，公司可以通过特别决议减少其股本以及资本赎回预留资金。
(e)
Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its registered office.
(e) 受规章条款所限，公司可以通过董事会决议改变其注册办事处的地点。
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE 股东注册的截止日或固定登记日期
34.
For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or in order to make a determination of Members for any other proper purpose, the Directors of the Company may provide that the register of Members shall be closed for transfers for a stated period but n ot to exceed in any case 40 days. If the register of Members shall be so closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members such register shall be so closed for at least ten days
immediately preceding such meeting and the record date for such determination shall be the date of the closure of the register of Members.
34．为决定通知权或决定在股东大会上有投票权的股东或决定任何休会或延期事宜，或决定有权接受任何
股息付款的股东之目的，或为股东为其他适宜的目的作出决定，公司董事会应在规定的但不超过 40 日的期 限内停止转让。如果股东登记由于决定通知权和决定在股东大会上有投票权的股东之目的被停止，该等注 册应紧接前述的会议的至少 10 日内截止，并且该决定的登记日期应为股东注册的截止日期。
35.
In lieu of or apart from closing the register of Members, the Directors may fix in advance a date as the
record date for any such determination of Members entitled to notice of or to vote at a meeting of the
Members and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.
35、与股东登记停止不同，董事会可提前设定一个日期作为登记日期以决定通知权或在股东大会上有投票
权的股东或决定有权接受任何股息付款的股东之目的，董事会可于该等股息公告日前 90 天内为该等决定设 定一个随后的日期作为登记日期。
36.
If the register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such
determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.
36、如果股东登记没有因此截止，并且没有登记日期为决定通知权或决定在股东大会上有投票权的股东或
决定有权接受任何股息付款的股东之目的被设定，那么会议通知被邮寄或董事会公告该等股息的决议被采 纳之日应被作为该等股东决定的登记之日。当一项确定股东大会上有投票权股东的决定依照本条之规定被 做出，该决定应适用于任何的休会或延期。
GENERAL MEETING 股东大会
37. (a) Subject to paragraph (c) hereof, the Company shall within one year of its incorporation and in each