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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
year of its existence thereafter hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office on the second Wednesday in December of each year at ten o'clock in the morning.
(a) 根据段落(c)，公司应在其设立的一年内，并在其存续的每年中，召开一次股东大会作为其年度股东大会， 并且将会议情况在会议通知中详细说明。年度大会应在董事会指定的时间或地点召开，如果没有该指定的时 间或地点，应于每年 12 月份的第二个星期四早上 10 点在公司的注册办事处召开。 (b) At these meetings the report of the Directors (if any) shall be presented. (b) 董事的报告（如有）应在这些会议中被呈递
(c) If the Company is exempted as defined in the Statute it may but shall not be obliged to hold an annual
general meeting.
（c）如果公司在其规章中作出免除性的规定，其可以但不得被强迫召开年度股东大会。
38.
(a) The Directors may whenever they think fit, and they shall on the requisition of Members of the
Company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, proceed to convene a general meeting of the Compan y.
(a) 董事可以在任何他们认为适宜的时候或基于在请求发出之日持有不少于公司已缴清股本十分之一的公 司股东的请求召集公司的股东大会。
(b) The requisition must state the objects of the meeting and must be signed by the requisitionists and
deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists.
(b)召开大会的请求需阐明会议的目标，并由请求者签名在公司注册办事处提出，该请求可包含若干类似的由 一位或多位请求者签名的文件。
(c) If the Directors do not within 21 days from the date of the deposit of the requisition duly proceed to
convene a general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so
convened shall not be held after the expiration of three months after the expiration of the said 21 days.
（c）如果董事会在请求正式发出之日的 21 天内没有召集股东大会，请求者或他们其中任何代表多于总投 票权二分之一的请求者可以自行召开股东大会，但是任何如此召集的股东大会不得在上述 21 天过后的 3 个 月以后召开。
(d) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as
nearly as possible as that in which general meetings ar e to be convened by Directors.
（d ）通过前述的正式请求的方式召集的股东大会应当与由董事会召集的股东大会尽可能相 同的方式召集。
NOTICE OF GENERAL MEETINGS 股东大会通知
39. At least five days notice shall be given of an annual general meeting or any other general meeting. Every
notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other man ner if any as may be prescribed by the Company PROVIDED that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Article 38 have been complied with, be deemed to have been duly convened if it is so agreed:
39、年度股东大会或其他股东大会的通知应至少提前 5 天做出。任何通知不计入发出或被视为发出的日期， 并且该等通知应指定会议的日期、时间及地点，以及业务的基本性质，并以其后提及的或公司可能指定的