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| he business and affairs of the Company shall be managed by the directors who may pay all expenses incurred preliminary to and in connection with the formation and registration of the Company and may exercise all such powers of the Company as are not by the Act or by the Memorandum or these Articles required to be exercised by the members of the Company, subject to any delegation of such powers as may be authorised by these Articles and to such requirements as may he prescribed by a resolution of members; but no requirements made by a resolution of members shall prevail if it be inconsistent with these Articles nor shall such requirement invalidate any prior act of the directors which would have been valid if such requirement had not been made. |
公司事务应当由董事管理，董事可以支付公司创办注册的一切相关初始费用，可以行使《法令》、《备忘录》或本《章程》未要求必须由公司成员行使的一切权力，但以本《章程》授权委派的权力以及公司成员决议规定的要求为限；但是公司成员决议所规定的任何要求不得与本《章程》规定相冲突，否则无效，并且，决议要求不会导致要求未作出情况下原本有效的董事在前行为无效。 |
| The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company. |
董事可以通过董事决议方式任命任何人（包括董事在内）担任公司的管理人员或代理人。 |
| Every officer or agent of the Company has such powers and authority of the directors, including the power and authority to affix the Seal, as are set forth in these Articles, or in the resolution of directors appointing the officer or agent, except that no officer or agent has any powers and authority with respect to fixing the emoluments of directors. |
公司的每位管理人员或代理人均享有本《章程》或任命该管理人员或代理人的董事决议所规定的董事权力，包括加盖公司印章的权力，但是任何管理人员或代理人都无权确定董事的报酬。 |
| Any director, which is a body corporate, may appoint any person as its duty authorized representative for purpose of representing it at meetings of the Board of Directors or with respect to unanimous written consents. |
法人团体身份的任何董事均可以指定任何人作为其正式授权代表，代表其参加董事会会议或者签订一致同意书。 |
| The continuing directors may act notwithstanding any vacancy in their body, save that if their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum for a meeting of directors, the continuing directors or director may act only for the purpose of appointing directors to fill any vacancy that has arisen or summoning a meeting of members. |
如果董事会出现空缺，留任董事可以继续执事，但是，如果董事人数低于本《章程》所规定的董事会召开所需的法定人数，则留任董事所能执之唯一事务仅能是任命董事来填补空缺或者召开成员大会。 |
| All checks, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as shall from time to time be determined by resolution of directors. |
所有支票、本票、汇票和流通票据以及公司进账的所有收据都必须按照董事决议不时所确定的方式进行签署、开立、承兑、背书或执行。 |
| The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands as the directors may determine to be necessary or desirable. |
公司董事或董事委员会可以按照董事确定为必要或可行的时间和方式在英属维尔京群岛内外的地点召开会议。 |
| A director shall be deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other. |
如果一名董事通过电话或其它电子方式参会并且所有出席董事都能听到各位董事的发言，则应当视为有效出席。 |
| A director shall be given not less than 7 days notice of meetings of directors, but a meeting of directors held without 7 days notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend , waive notice of the meeting. The inadvertent failure to give notice of a meeting to a director or the fact that a director has not receive the notice, does not invalidate the meeting. |
召开董事会必须至少提前7日通知到每位董事，但是，未提前7日通知所有董事情况下召开的董事会会议，如果所有具有表决权的缺席董事均表示放弃通知权，则董事会会议仍然有效。因疏忽未能通知到某位董事或者某位董事未收到通知的事实不会导致会议无效。 |
