留任董事可以继续履行董事会职责，但如果或只要董事人数减少到公司章程所规定的必要的法定人数以下，留任董事除履行增加董事到法定数目或召开公司股东大会的职责外，不得履行其他职责。
126. All acts done by any meeting of the Directors, or of a committee or sub-committee of the Directors, or by any person acting as a Director or by an alternate Director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any Director, alternate Director or person acting as aforesaid, or that they or any of them were disqualified, or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified and had continued to be a Director or, as the case may be, an alternate Director and had been entitled to vote.
董事会或董事委员会的会议或董事委员会的下属委员会或任何代理董事职权的人（包括替代董事）的任何行为均应视为有效，如同所有都经正式任命且具有董事资格一样，在替代董事的情况下，也视为其被授予投票权，尽管可能事后发现董事或上述代理董事的任命存在瑕疵，或董事会或某些董事存在不称职，或者上述董事已被免职或未被赋予投票权。
MINUTES
127.
The Directors shall cause minutes to be made in books provided for the purpose:
Minutes Validity of acts of Directors
董事会应叫人记录： (a)
of all appointments of officers made by the Directors;
董事会有关公司管理人员的任命决议
(b)
of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
出席公司所有会议和董事会会议的董事的姓名
(c)
of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of the Directors.
所有公司会议、董事会和董事会下属委员会上通过的决议和议事进程的记录
Any such minutes, if purporting to be signed by the chairman of the meeting to which they relate or of the meeting at which they are read, shall be sufficient evidence without any further proof of the facts therein stated.
此种记录应由进行议程会议的主席签字，该签字可作为有效性的充分证据，无须其它事实证明记录事实的真实性。
DISQUALIFICATION OF DIRECTORS
免去董事职务
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128. The office of a Director shall be vacated if:
Disqualification as a Director
如果董事出现以下情况，应当免去董事职务： (a)
he ceases to be a Director by virtue of any provision of the Ordinance or he becomes prohibited by law from being a Director; or
根据 《 公司法例》或其它法律规定终止，不适合再作为董事
(b) he becomes bankrupt or 出现破产或
(c) makes any arrangement or composition with his creditors generally; or 与他的债权人签订了任何协议或和解协议
(d) he is, or may be, suffering from mental disorder; or 精神失常
(e) he resigns his office by notice in writing to the Company; or 向公司递交辞呈
(f)
he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated; or
未经董事会同意 6 个月以上未参加该期间举行的董事会会议；
(g) he is removed in accordance with Article 91; or 根据本章程第89条被免职
(h)
he is requested to resign in writing by not less than three quarters of the other Directors. In calculating the number of Directors who are required to make such a request to the Director, (i) an alternate Director appointed by him acting in his capacity as such shall be excluded; and (ii) a Director and any alternate Director appointed by him and acting in his capacity as such shall constitute a single Director for this purpose, so that the signature of either shall be sufficient.”
董事会3/4以上其它董事要求其辞职的。在此情况下，其它董事的计算标准：1.由其任命的替代董事不计入内；2.由其任命的代其行使董事职权的其它董事和替代董事，应视为一个董事，因此任何一个签名即足够。
129. No Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, or from being interested whether directly or indirectly in any contract or arrangement entered into by or on behalf of the Company. No such contract or arrangement in which any Director shall be so interested shall be avoided, nor shall any Director so contracting, or being so interested, be liable to account to the Company for any profit realised by him from such contract or arrangement by reason of such
No disquali-fication from interest in contact with Company
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Director holding that office or the fiduciary relationship thereby established. A Director so interested in any contract or arrangement shall declare the nature of his interest in accordance with the provisions of the Ordinance.
董事不会因为与公司订立买卖合约或其它合约而丧失出任董事的资格。亦无须避免以公司代表身份订立合约，纵使订立该等合约可能牵涉董事利益，董事无须向公司交代从订立合约中所得到的利润，或所建立的信托关系。不过，有关董事须要在决定合约的董事会议上，披露存在的利害关系。
SECRETARY
130. Subject to the Ordinance, the Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by the Directors.
根据《公司法例》规定，书记应由董事会任命，其期限、报酬应按董事们认为恰当的条件决定；如此被任命的任何书记可由董事会予以撤换。
Appointment of Secretary
131. A provision of the Ordinance or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.
如果公司法例要求由董事和秘书共同完成的事项，如果签名人兼任公司董事和秘书的，改签名视为不符合法律规定。
THE SEALS 印鉴
132. The Directors shall provide for the safe custody of every Seal which shall not be affixed to any instrument except by the authority of a resolution of the Directors or of a committee of the Directors and, subject to the provisions of this Article, every instrument to which a Seal shall be affixed shall be signed by at least two Directors or by one Director and the Secretary or some other person appointed by the Directors for the purpose.
董事会必须妥善保管印章，只有董事会或由董事会授权代表董事会的董事委员会才有权使用印章，凡加盖印章的文件必须由一名董事签署，并由书记或另一名董事或由董事会指定的有关的其他人副署。
133. The Company may exercise the powers conferred by Section 35 of the Ordinance with regard to having an official seal for use abroad, and such powers shall be vested in the Directors.
公司可以依据公司法条例第35章的规定，制备用于海外的印鉴，使用该权利应专属于董事会。
INSPECTION
Secretary not Director
Seals
Official seal for use overseas
Inspection
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134. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statue or authorised by the Directors or by the Company in general meeting.
董事会可以时不时决定是否和在何种程度，什么时间和地方，按什么条件或规则将公司账册和其他记录或其任何部分向非董事成员公开，任何股东（非董事）均无权检查公司账目或账簿或文件，除非由法规或董事会或公司股东大会授权。
ACCOUNTING RECORDS, BOOKS AND REGISTERS
135. The Directors shall cause proper books of account to be kept and such other books and registers as are necessary to comply with the provisions of the Ordinance. 董事会应按 《公司法例》 的规定制定和保存必要的会计账册和其他记录。
136. The accounting records shall be kept at the Office or (subject to the provisions of the Ordinance) at such other place as the Directors thinks fit, and shall at all times be open to inspection by the officers of the Company. No member (other than an officer of the Company) shall have any right of inspecting any account or book or document of the Company, except as conferred by the Ordinance or authorised by the Directors or by an ordinary resolution of the Company.
会计账簿应保存在公司办公室或者董事会认为合适的地方，并应随时随地向公司管理人员开放。任何股东（非公司管理人员）均无权检查公司账目或账簿或文件，除非有法规或董事会或公司股东大会授权。
137. The Directors shall in accordance with the Ordinance cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are required by the Ordinance.
董事会应依据公司法例规定，在公司股东大会前制备盈亏报告、资产负债表、分类账户和相关报告。
138. A printed copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in general meeting and of the Directors' and auditors' reports shall, at least twenty-one days before the date of the meeting, be delivered or sent by post to every member and to every debenture holder of the Company of whose address the Company is aware, or, in the case of joint holders of any share or debenture, to one of the joint holders.
有关会计报告应在股东大会召开前21天提交给股东，债券持有人。如果债券持有人是共有的，则通知其中一人。
AUDIT
139. Auditors of the Company shall be appointed and their duties regulated in accordance with the Ordinance.
审计人员应依据公司法例的规定任命。
Auditors Delivery of accounts Laying of accounts Inspections of accounts Keeping of
accounts, books, registers etc.
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DIVIDENDS AND RESERVES
140. Subject to the provisions of the Ordinance, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the Directors.
根据公司法例和公司章程规定，公司可在股东大会上宣布股息，任何股息都不得超过董事会所建议的数额。
Declaration of dividends
141. All dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid; but no amount paid or credited as paid on a share in advance of the date upon which a call is payable shall be treated for the purposes of this Article or the next following Article as paid on the share. All dividends shall be apportioned and paid pro rata according to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividend as from a particular date or be entitled to dividends declared after a particular date, such share shall rank for or be entitled to dividend accordingly.
在符合其它人对股息所享有特别之权利（如果有）之限度范围内，应依据针对应配发股利之股份所付清之金额，宣告并支付股利；就任何尚未完全付款之股票类别，应依据该类别股票之已付金额，宣告并支付股利；但就本公司尚未收到任何款项之股票类别，得依股份总额宣布及支付所有股息，任何预先分派予股份之金额，当附有利息时，在本条之规范目的下，不得被视为分派予股份。股利得依据在股利发放之相关期间内就该等股份所支付之款项，按比例决定并支付之。
142. Any general meeting declaring a dividend may upon the recommendation of the Directors, direct payment or satisfaction of such dividend wholly or partly by the distribution of specific assets and in particular of fully paid shares or debentures of any other Company, and the Directors shall give effect to such direction. Where any difficulty arises in regard to such distribution, the Directors may settle it 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 payment shall be made to any members upon the footing of the value so fixed in order to adjust the rights of those entitled to participate in the dividend, and may vest any such specific assets in trustees, upon trust for the members entitled to the dividend, as may seem expedient to the Directors.
凡宣布股息或红利分配的股东大会都可作出决议，全部或部分用特定的资产和具体用缴足股本的股票、任何其他公司的债券或债券股，或其他任何一种或多种方式进行股息或红利的分配，董事会应实施此种决议，一旦分配遇到困难，董事会可用其认为恰当的方式予以解决，并确认用于分配的全部特定资产或其任何部分的价值，且可按所确认的价值确定分配给股东的现金，由此调整所有当事各方的权利，董事会还可将此种特定资产委托给其认为恰当的人托管。
143. The Directors may from time to time pay to the members such interim dividends as appear to the Directors to be justified by the profits of the Company, and the Directors may also pay the fixed dividend payable on any shares of the Company with preferential rights half-yearly or otherwise on fixed dates whenever such profits in the opinion of the Directors justify that course.
董事会可随时向股东发放董事会认为按公司盈利应当发放的临时股息，
Apportion-
ment of dividends
Dividends in specie
Payment of
interim dividend
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