the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the share register, minute books and records(other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasure be responsible for the financial affairs of the Company.
管理人员应根据董事决议或股东决议，履行其在任命时规定的职责。若无明确责任分配，则应由董事会主席主持董事和股东大会，主席缺席时由副主席主持，董事长管理公司日常事务，董事长缺席时以副董事长职位高低顺序履行职责，否则由董事长指定各人职责，秘书管理股东名册、会议记录和公司档案（除财务报告），确保符合适用法律对公司的程序要求，财务主管负责公司财务。
11.3 The emoluments of all officers shall be fixed by resolution of directors. 公司所有管理人员报酬由董事决议规定。
11.4 The officers of the Company shall hold office until their successors are duly elected and qualified, but any officer elected or appointed by the directors may be removed at any time, with or without cause, by resolution of directors. Any vacancy occurring in any office of the Company may be filled by resolution directors. 公司管理人员可任职直到正式选出合格的继任者，但任何由董事会选举或任命的管理人员可随时通过董事决议被撤职，不管有无理由。公司职位空缺可由董事决议进行填补。
12. CONFLICT OF INTEREST利益冲突
12.1 No agreement of transaction between the Company and one or more of its directors or any person in which any directors or any person in which any directors has a financial interest or to whom any director is related, including as a director of that other person, is void or void able for this reason only or by reason only that the director is present at the meeting of directors or at meeting of the committee of directors that approves the agreement or transaction or that the vote or consent of the director is counted for that purpose if the material facts of the interest of each director in the agreement or transaction and his interest in or relationship to the other party to the agreement or transaction are disclosed in good faith or are known by the other directors.
若公司与其一名或多名董事或董事会中任何人存在经济利益，或任何董事其他人有经济关联，包括董事，则此交易协议只在以下情况中有效。即该董事出席了董事大会或董事委员大会，证明该协议或交易或该董事的投票的目的是，真诚地将协议或交易中每位董事的利益及他在协议或交易另一方中的利益或与另一方的关系公开或告知其他董事。
12.2 A director who has an interest in any particular business to be considered at a meeting of directors or members may be counted for the purposes of determining whether the meeting is duly constituted.
若一董事与在董事大会或股东大会上审议的某项交易有利益关系，则其可算作决
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定大会是否正式召开的影响因素。
13. INDEMNIFICATION赔偿
13.1 Subject to article 13.2 the Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigate proceedings, any person who:
根据条款13.2，公司承担所有支出，包括律师费，裁决、罚款和结算支付金额以及与法律、管理和投资程序相关的合理支付的费用，若其：
13.1.1 is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of the company; and
是或曾是似将提起、未决或已完成诉讼的一方，无论属民事、刑事、 行政或调查性质诉讼；是或曾是公司董事、管理人员、资产清理人；
13.1.2 is or was, at the request of the company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.
应公司要求，是或曾是公司董事、管理人员、资产清理人或在或曾在 另一公司、合伙企业、合资企业，信托或其他公司担任其他职务。
13.2 Articles 13.1 only applies to a person referred to in that article if the person acted honesty and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings,the person has no reasonable cause to believe that his conduct was unlawful.
条款13.1只适用该条款所指人员，并且其行为诚实，真诚为公司最大利益着想且在刑事诉讼中无合理理由认为其行为违法。
13.3 The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the Company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purpose of these articles, unless a question of law is involved.
董事关于此人是否行为诚实，真诚为公司最大利益着想且在刑事诉讼中无合理理由认为其行为违法的决定在无欺骗存在下，是符合本章程条款宗旨的，除非涉及法律问题。
13.4 The termination of any proceedings by any judgment, order, settlement, conviction of the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the Company or that the person had reasonable cause to believe that his
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conduct was unlawful.
撤回诉讼时，诉讼终止的判决、裁定、结算和定罪不能自行下结论，认为此人行为不诚实，未真诚为公司最大利益着想或在刑事诉讼中有合理理由认为其行为违法。
13.5 If a person referred to article 13.1 has been successful in defence of any proceedings referred to in that article, the person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlements and reasonably incurred by the person in connection with the proceedings.
若条款13.1所指人员对条款中所指诉讼辩护成功，则可获所有支出，包括律师费，裁决、罚款和结算支付金额以及与法律、管理和投资程序相关的合理支付的费用赔偿。
13.6 The Company may purchase and maintain insurance in relation to any person who is or was a director, an officer or a liquidator of the Company, or who at the request of the Company is or was servings as a director, an officer or a liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against all liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under article 13. 公司可为是或曾是公司董事、管理人员、资产清理人或在或是应公司要求曾在另一公司、合伙企业、合资企业，信托或其他公司担任其他职务的人购买保险并续保，并对他们负责，无论公司是否已有或将有能力对条款13中的人员进行赔偿。
14. DIVIDENDS股息
14.1 The Company may be a resolution of directors declare and pay dividends in money, shares or or other property but dividends shall only be declared and paid out of surplus. In the event that dividends are paid in specie the directors shall have responsibility for establishing and recording in the resolution of directors authorising the dividends, a fair and proper value for the assets to be do distributed.
公司董事决议宣告并以金钱、股份或其他资产方式支付股息。除非公司有盈利，否则不得分派股息。若股息以金银形式支付，董事有责任在董事会决议中进行确立记录，并授权从公司合法资金中支出。
14.2 The directors may form time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the Company. 董事会可依据公司利润合理地随时向股东宣告期中股利发放。
14.3 The directors may, before declaring any dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund upon such securities as they may select. 宣告股息前，董事会可留存一笔其认为恰当的款项作为准备金用于其自行选择的
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证券。
14.4 No dividends shall be declared and paid unless the directors determine that immediately after the payment of the dividend the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the reasonable value of the assets of the Company will not be less than the sum of its total liabilities, other than deferred taxes, as shown in its books of account, and its capital. In the absence of fraud. the decision of the directors as to the reasonable value of the assets of the Company is conclusive, unless a question of law is involved.
只有当董事决定公司分派股息后在正常贸易中负债期满时有能力及时偿还以及公司账簿和股本显示递延税后合理资产不少于负债总值时，股息才可分派。且当无欺诈存在时，董事就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。
14.5 Notice of any dividend that may have been declared shall be given to each member in the manner hereinafter mentioned and all dividends unclaimed for three years after having been declared may be forfeited by resolution of directors for the benefit 'of the Company.
已宣告股息应以以下方式通知每位股东，所有在宣告三年后仍无人认领的股息可出于公司利益根据董事会决议进行没收。
14.6 No dividend shall bear interest against the Company and no dividend shall be paid on shares described in article 3.10.
计息不得有损公司利益，本章程3.10条所述股份不予支付股息。
14.7 A share issued, as a dividend by the Company shall be treated for all purposes as having been issued for money equal to the surplus that is transferred to capital upon the issue of the share.
公司以股息发行的股份应在各方面作为以金钱发行的股份并与在股份发行中转为资本的盈余相等。
14.8 In the case of a dividend of authorized but unissued shares without par value, an amount equal to the aggregate par value of the shares shall be transferred from surplus to capital at the time of the distribution.
法定但无面值的未发行股份的股息在支付时应按照其等额股份总面值由盈余转为股本。
14.9 In the case of a dividend of authorized but unissued shares without par value, the amount designated by the directors shall be transferred from surplus to capital at the time of the distribution, except that the directors must designate as capital an amount that is at least equal to the amount that the shares are entitled to as a preference, if any, in the assets of the Company upon liquidation of the Company.
法定但无面值的未发行股份的股息在支付时，董事会指定总额应由盈余转为股本，另外，若在公司清算资产（如果有）时，董事会指定资本总额必须至少与优
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先股总值相等。
14.10 A dividend of the issued and outstanding shares of a class or series of shares into larger number of shares of the same class or series having a proportionately smaller par value does not constitute a dividend of shares.
某一类别或序列已发行股份或流通股的股息在同一类别或序列股份中数量过多时，则其总面值相应更少。
15. BOOKS AND RECORDS账簿和记录
15.1 The company shall keep such accounts and records as the directors of the Company consider necessary or desirable in order to reflect the financial position of the Company.
公司应保存相应账簿和记录，在董事会觉得必要或需要时用于反映公司财政状况。
15.2 The company shall keep minutes or some notes or memoranda in writing of all meetings of directors, members, committees of directors, committees of officers and committees of members, and copies of all resolutions or decisions consented to or arrived at by directors. Members, committees of directors, committees of officers and committees of members. 公司应保存所有董事会、股东会、董事委员会及股东委员会的书面会议记录及章程，以及所有由董事会、股东会、董事委员会及股东委员会同意或达成的决议或决定的复印件。
15.3 The books, records, minutes and notes required by articles 16.1 and 16.2 shall be kept at the registered office of the Company or at the principal business office of the Company or at such other place as the directors determine, and shall be kept open to the inspection of the directors at all times.
本章程第16.1和16.2条中所要求的账簿、档案、会议记录应存放于公司注册登记地址或公司主营业所或董事会决定的其它类似地点，且需始终对董事会公开，接受董事会检查。
15.4 Where such books, records and minutes are kept at a place other than at the registered office of the company the address of such other place shall be notified to the Registrar by the directors or the registered agent.
若公司账簿、档案、会议记录未存放于公司注册登记地，则公司董事会或注册代理人需将其存放地址告知登记员。
16. AUDIT审计
16.1 The Company may by resolution of members call for the accounts to be examined by auditors.
公司可通过董事会决议要求审计员对账簿进行审计。
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