may be required by a resolution of directors.
持有具名公司股票证书的股东可免赔并且应使公司董事和管理人员免于因对股份错误或不当的使用形式造成实际资产亏损或负债。若记名股票证书磨损或丢失，可依董事决议要求用磨损证书或丢失证明和保函进行更新。
2.3 If several person are registered as joint holders of any shares, any one of such persons may be given an effectual receipt for any dividends payable in respect of such shares.
若多人联名登记为任何股权的持有人，则其中任何一人应持有所持股票股息应收款项的有效收据。
3. SHARES, AUTHORISED CAPITAL AND CAPITAL 股份，法定股本和股本
3.1 Subject to the provisions of these articles and any resolution of members, the unissued shares of the Company shall be at the disposal of the directors who may, without prejudice to any rights previously conferred on the holders of any existing shares or class or series of shares,offer. allot. grant options over or otherwise dispose of the shares to such persons at such times and upon such terms and conditions as the Company may by resolution of directors determine． 受本章程规定及本公司任何股东大会决议的约束，本公司之未发售股票应由董事进行处理，不对上文规定赋予任何现有股份或类别或序列股份股东的任何权利构成限制或影响，以本公司董事可能决议决定的时间、条款条件、售予对象，将股份出售、配售、授予期限或做任何其他处理。
3.2 Shares in the Company shall be issued for money, services rendered, personal property, an estate in real property, a promissory note or other binding obligation to contribute money or property or any combination of the foregoing as shall be determined by a resolution of directors.
本公司的股票应是为董事决议决定的货币、服务的提供、私人财产、不动产、期票或其它有约束力的债务、金钱或财务或上述各项的任何组合而发售。
3.3 Shares in the Company may be issued for such amount of consideration as the directors may from time to time by resolution of directors determine, except that in the case of shares with par value, the amount shall not be less than the par value, and in the absence of fraud the decision of the direction as to the value of the consideration received by the Company in respect of the issue is conclusive unless a question of law is involved. The consideration in respect of the shares constitutes capital to the extent of par value and the excess constitutes surplus. 本公司的股票发行数量可考虑董事根据董事决议作出的决定，具有票面价值的股票除外，发售价不得低于其票面价值。且当无欺诈存在时，董事就发售该等股票时本公司应取得的代价价值做出的决定将作为结论性的决定，除非有关决定涉及法律问题。有关股票的代价中，票面值构成资本，超出票面值部分构成盈余。
3.4 A share issued by the Company upon conversion of, or in exchange for, another
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share, a debt obligation or other security in the Company shall be treated for all purposes as having being issued for money equal to the consideration received or deemed to have been received by the Company in respect of the other share, debt obligation or security.
本公司发售的股票在转换为、或者交换为另一种股票或本公司的一种债券或其他证券时，于任何方面均应被视为为取得相当于本公司已收或被视为本公司已收的其他股票、债券或证券的款项而发售该股票。
3.5 Treasury shares may be disposed of the Company on such terms and conditions (not otherwise inconsistent with these articles) as the Company may by resolution of directors determine .
库存股票可由本公司按本公司董事决议决定条款条件（不会与本章程规定矛盾）予以处理。
3.6 The Company may issue fractions of a share and a fractional share shall have the same corresponding fractional liabilities, limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of the same class or series of shares.
本公司可发售零数股，零数股将拥有与相同类别或序列股票的整数股对应的债务、责任、期限、优先权、特权、资格、约束、权利或其他属性。
3.7 Upon the issue by the Company of a share without par value, the consideration in respect of the share constitutes capital to the extent designated by the directors, and the excess constitutes surplus, except that the directors must designate as capital an amount of the consideration that is at least equal to the amount that the share is entitled to as a preference，if any, in the assets of the Company upon liquidation of the Company.
本公司发售无票面价值股票时，应以董事指定的关于该等股票构成资本的代价发售，超出资本部分构成盈余；另外，董事必须将至少等于当本公司清算时该等股票有权获优先分配本公司资产（若有的话）金额的代价金额作为资本。
3.8 The Company may purchase, redeem or otherwise acquire and hold its own shares but no purchase, redemption or other acquisition, which shall constitute a reduction in capital, shall be made except in compliance with articles 6.4 and 6.5. 本公司可购买、赎回或以其他方式获得并持有本公司自己发行的股票，但任何购买、赎回或其他获取方式等构成资产减少的情况都应与条款6.4和6.5一致。
3.9 Shares that the Company purchases, redeems or otherwise acquires pursuant to article 3.8 may be cancelled or held as treasury shares unless the shares are purchased, redeemed or otherwise acquired out of capital and would otherwise infringe upon the requirements of articles 6.4 and 6.5m or to the extent that such shares are in excess of 80 per cent of the issued shares of the Company, in which case they shall be cancelled but they shall be available for reissue. Upon the cancellation of a share, the amount included as capital of the Company with respect to that share shall be deducted from
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the capital of the Company.
本公司依据条款3.8规定购买、赎回或用其他方式获得的股份，可以被注销或作为库存股票持有，但当该股份的购买、赎回及获取来源于资本且违反了条款6.4和6.5，或该股票总价超过该公司已发售股票的80%时，这些购买或赎回的股票应被作废，但仍可以再次发售。股票作废后，与该股票相关的公司资本额度应从公司总资本中减除。
3.10 Where shares in the Company are held by the Company as treasury shares or are held by another company of which the company holds, directly or indirectly, sharers having more than 50 per cent of the votes in the election of directors of the other company, such shares of the Company are not entitled to vote or to have dividends paid thereon and shall not be treated as outstanding for any purpose except for purposes of determining the capital of the Company.
当公司库存股份或由其他公司持有的股份，直接或间接地，超过了另一公司候选董事的50%时，则这类股份无参与投票或分红的权利，也不得以除决定公司股本外的任何目的作未偿贷款。
3.11 No notice of a trust. whether expressed, implied or constructive, shall be entered in the share register.
任何信托通知，不论是明确表示、暗示或推定的，都不能列入股东名册。
4. TRANSFER OF SHARES股份转让
4.1 Subject to any limitations in the memorandum, registered shares in the Company may be transferred by a written instruction of transfer signed by the transferor and containing the name and address of the transferee, but in the absence of such written instrument of transfer the directors may accept such evidence of a transfer of shares as they consider appropriate. 受本章程约束，公司记名股份可通过转让人签署书面转让文件进行转让，该文件需包含受让人姓名与地址，若无此类转让书面文件，董事会可接受其认为合法的此类转让证明。
4.2 The Company shall not be required to treat a transferee of a registered share in the company as a member until the transferor’s name has been entered in the share register.
除非转让人已被列入股东名册中，否则公司不需视该记名股份受让人为股东。
4.3 Subject to any limitations in the memorandum, the Company must on the application of the transferor or transferee of a registered share in the Company, enter in the share register the name of the transferor of the share save that the registration of transfers may be suspended and the share register closed at such times and for such periods as the Company may from time to time by resolution of directors determine, provide always that such registration shall not be suspended and the share register closed for more that 60 days in any period of 12 months.
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受本章程约束，根据记名股票的转让人或受让人的申请，公司须将股份转让人列入股东名册，另外，转让登记可能会暂停，这时，在此期间公司随时通过董事决议决定关闭股东登记。通常，此类登记不应被暂停并且在12个月内股东登记关闭天数不应超过60天。
5. TRANSMISSION OF SHARES股份转移
5.1 The executor or administrator of a deceased member, the guardian of an incompetent member or the trustee of a bankrupt member shall be the only persons recognised by the Company as having any title to his share but they shall not be entitled to exercise any rights as a member of the Company until they have proceeded as set forth in the next two articles.
已故股东的遗嘱执行人或管理人，无行为能力股东的监护人，破产股东的受托人是公司承认的唯一有其股份所有权的人，但只有当他们完成接下来的两条条款后，才能行使作为公司股东的权利。
5.2 Any person becoming entitled by operation of law or otherwise to a share or shares of the death, incompetence or bankruptcy of any member may be registered as a member upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered, as a member shall be deemed to be a transfer of shares of the deceased, incompetent or bankrupt member and the directors shall treat it as such.
通过法律或其他方式得到任何已故、无行为能力、破产股东股份的任何人 出示董事会要求的合理证明可作为股东登记。登记此类申请的人员为股东时，应视为且也应被董事会视为已故、无行为能力、破产股东的股份转移。
5.3 Any person, who has become entitled to a share or shares inconsequence of the death. incompetence or bankruptcy of any member may, instead of being registered himself, request in writing that some person to be named by him be registered as the transferee of such share or shares and such requests shall likewise be treated as if it were a transfer.
任何人，当其授权股份与已故、无行为能力、破产股东股份相矛盾时，不对其本人进行登记，而是通过书面请求由他指定的其他人作为此类股份受让人进行登记，这类请求应同样被视为股份转移。
5.4 What amounts to incompetence on the part of a person is a matter to be determined by the court having regard to all the relevant evidence and the circumstances of the case.
5.4 何种程度才算无行为能力的人，这由法院视相关证明和案例情况而定。
6. REDUCTION OR INCREASE IN AUTHORISED CAPITAL OR CAPITAL 法定股本与资本的增加或减少
6.1 The Company may by a resolution of directors amend the memorandum to
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increase or reduce its authorised capital and in connection therewith the Company may, in respect of any unissued shares increase or reduce the number of shares, increase the par value of any shares or effect any combination of the foregoing. 公司可通过董事决议修订章程以增加或减少公司或与公司相关法定股本， 关于未发行股份数，公司可增加或减少股份数，增加股份面值或影响任何上述事项的组合。
6.2 The Company may amend the memorandum to: 公司可修订章程以：
6.2.1 divide the shares, including issued shares, of a class and series into a larger
number of shares of the same class or series; or
将某一类别或序列股分成数额大于现有股份的类别或序列股，包括已发行股份；或
6.2.2 combine the shares, including issued shares, of a class or series into a smaller number of shares of the same class or series;
将某一类别或序列股合并成数额小于现有股份的类别或序列股，包括已发行股份；
6.2.3 provided, however, that where shares are divided or combined under articles 6.2.1 and 6.2.2, the aggregate par value of the new shares must be equal to the aggregate par value of the original shares.
但是，条款6.2.1和6.2.2中分离或合并而成的新股份总面值须与原股份总面值等值。
6.3 The capital of the Company may by a resolution of directors be increased by transferring an amount of the surplus of the Company to capital, and subject to the provisions of articles 6.4 and 6.5 the capital of the Company may be reduced by transferring an amount of the capital of the Company to surplus. 经董事决议，可将一定数量公司盈余转为资本以增加公司股本，根据条款6.4 和6.5，也可将一定数量公司资本转为盈余以减少公司股本。
6.4 No reduction of capital shall be effected that reduces the capital of the Company to an amount that immediately after the reduction is less than the aggregate par value of all outstanding shares with par value and all shares with par value held by the Company as treasury shares, and the aggregate of the amounts designated as capital of all outstanding shares without par value and all shares without par value held by the Company as treasury shares that are entitled to a preference, if any, in the assets of the Company upon liquidation of the Company. 股本的减少应不受下列情况影响：公司减少一定股本后少于所有有票面价值的流通股总面值和公司库存股份总面值，及指定的无票面价值的流通股总面值和在公司清算资产中，公司持有作为优先股（若有的话）的无票面价值的库存股份。
6.5 No reduction of capital shall be effected unless the directors determine that immediately after the reduction, the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and that the realisable assets of
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