监事会议 --王茜翻译

MEETINGS OF THE BOARD OF COMMISSIONERS
监事会议

Meeting of the Board of Commissioners can be convened at any time whenever as deemed neces-sary by 1 (one) or more members of the Board of Commissioners or by written request from 1 (one) or more members of the Board of Directors or by written request from 1 (one) or more shareholders which jointly represent at least 1/10 (one tenth) of the total amount of shares with legal voting right.

监事会议可以在监事会的 1 （一）位或多位成员认为必要的任何时候召开，或在董事会的 1 （一）位或多位成员发出书面请求的时候召开，或在总共代表附有法定投票权的股份总额至少 1/10 （十分之一）的 1 （一）位或多位股东发出书面请求的时候召开。

The notification to attend the Meeting of the Board of Commissioners shall be prepared by President Commissioner. If the President Commissioner fails to convene a meeting of the Board of Commissioners on the date specified in such request, having due regard of the requirements to convene a meeting of a Board of Commissioners, the party who requested the meeting may convene a meeting of the Board of Commissioners by direct notice to the members of the Board of Commissioners.

出席监事会议的通知，应由监事长制作。如果监事长按照请求对监事会议进行了通知，但仍未能按照上述请求的日期如期召开监事会议，则提议召开会议的一方可以直接向监事会成员发出通知，并召开监事会议。

The notification to attend the meeting of the Board of Commissioners shall be delivered by hand, or sent by prepaid registered mail with proper receipt, or sent by telegram, telex or facsimile, not less than 3 (three) days prior to the meeting, excluding the date of the notice and date of the Meeting.

出席监事会议的通知，应在会议召开至少 3 （三）日前（不包括收到通知之日以及会议召开之日），通过预付邮资的挂号信或手工递送的方式，递送给监事会各位成员，并须出具收据；也可以通过电传、电报或传真的方式发送。

-If the notice was sent by a telegram, telex or facsimile, a written confirmation shall be sent by hand delivered or by registered mail, as soon as practicable.-

- 如果通知是通过电传、电报或传真发送的，则需要尽快通过挂号信或手工递送的方式发送书面确认。 -

The notice of such meeting shall state the agenda, date, time and place of the meeting.

这类会议通知应包括会议的议程、日期、时间和地点

The meeting of the Board of Commissioners is convened at the domicile of the Company or the place of the business activities of the Company.

监事会议应在公司处所或公司开展商业活动的地点召开。

-If all members of the Board of Commissioners are present or represented, such prior notice shall not be required and the meeting of the Board of Commissioners can be convened wheresoever and has the authority to adopt valid and binding resolu-tions.

- 如果监事会全体成员都出席会议或委派代表出席会议，则不需要发出上述事先通知，且监事会议可以在任何地点召开，并有权做出有效力和 约束力的决议。

The meeting of the Board of Commissioners shall be chaired by the President Commissioner, in event of his absence or disability of which impediment no evidence shall be required to third party, then the meeting of the Board of Commis-sioners shall be chaired by a member of the Board of Commissioner elected from among the member of the Board of Commissioners present at the meeting.

监事会议应由监事长主持。如果董事长无法出席或无法行使权力，而监事会无需就这一缺席事件向第三方出示证据，则监事会议应由监事会的一位成员主持，这位成员应从出席会议的监事会成员当中推选。

A member of the Board of Commissioners may be represented at a meeting of the Board of Commissioners only by the another member of the Board of Commissioners by virtue of a Power of Attorney.

在监事会议上，监事会的某位成员只能根据《委托授权书》，由监事会的其他成员代表。

The meeting of the Board of Commissioners is legal and entitle to adopt binding resolution if more than ? (one half) of the members of the Board of Commissioners are present or represented in the meeting.

只有当超过 1/2 （一半）的监事会成员出席会议或委派代表出席会议的时候，监事会议才有权做出具有约束力的决议。

Resolutions in the meeting of the Board of Commissioners shall be adopted upon deliberation to reach a consensus.

监事会议上做出的决议，应经过审议，达成共识。

-In the event deliberation to reach consensus can not be reached, the resolutions shall be adopted by majority votes legally cast at the meeting.

- 如果审议之后与会者未能达成共识，则决议应得到会议上按照法定投票程序得出的多数投票才能通过。

In the event that the votes casted are equal, then the Chairman of meeting shall decide.

如果投票结果相等，则会议主席应做出决定。

Minutes of meeting of the Board of Commissioners shall be drawn up by a person present at the Meeting and appointed by the Chairman of the Meeting and shall be signed by the Chairman of the Meeting and by one other member of the Board of Commissioners or proxy of a member of the Board of Commissioners designated at the Meeting to confirm that the com-pleteness and accuracy of such minutes.

监事会议的会议记录应由出席会议的人员起草，该人员应由会议主席指定；会议主席，以及监事会的另外一名成员，或出席会议的监事会成员的代理，应在会议记录上签字，以证实会议记录的完整性和准确性。

-In the event of a dispute regarding any matters in the Minutes of the Meeting, the matter shall be decided at a Meeting of the Board of Commissioners which is attended by more than ? (three fourth) of the member of the Board of Commissioners and the resolution shall be adopted by more than ? (three fourths) of the total votes legally cast at the Meeting.

- 如果有关方面对监事会议记录上的任何内容存在任何分歧，则这一分歧应在监事会所有成员的至少 ? （四分之三）出席的监事会议上得到解决，而该解决方案应得到出席会议的所有有效选票的至少 ? （四分之三）的同意。

-Such signature shall not be required if the Minutes of Meeting is drawn up by a Notary, the minutes of meeting as mentioned above shall serve as valid evidence for all members of the Board of Commissioners as well as for third parties concerning all resolutions adopted at the Meeting.

- 如果会议记录是由一位公证人起草的，则不需要上述签字，而对监事会所有成员以及第三方而言，上述会议记录应作为会议上做出的所有决议的有效证据。

The Board of Directors may also make legal resolution without holding a meeting of the Board of Commissioners, with the provision that all members of the Board of Commissioners have been notified in writing on the concerned proposal all member of the Board of Commissioners have given their approval on the said nomination as proven by a signed written approval.

董事会也可以不召开监事会议而制定法定决议，但前提是监事会的全体成员都得到有关此提议的书面通知，且监事会全体成员都在书面批准上签字，表示对这一提议的批准。

-Resolutions of the Board of Commissioners so adopted shall have the same effect as resolutions adopted in the Meeting of the Board of Commissioners.

- 监事会根据上文做出的此类决议，应与监事会议上做出的决议具有同等效力。

A member of the Board of Commissioners who directly or indirectly has a material interest though an affiliate in a transaction or matter, shall inform said interest to the Board of Commissioners and shall be prohibited to cast votes regarding matters related to said transaction or matter.

如果监事会的某位成员，由于其联营公司，而在某项交易或业务中存在任何直接或间接的物质利益，则该成员应将该利益告知监事会，且该成员应被禁止对与上述交易或业务有关的事务投票。

-For the abovementioned purpose, a "material interest in a transaction or matter" shall have the same meaning as provided in Article 12 paragraph 14 of this Articles of Association.

- 为此，“某一交易或业务中的物质利益”的定义，应与本《公司章程》条款 12 第 14 段中规定的含义相同。

A copy from the minutes of the meeting of the Board of Commissioners or resolutions adopted pursuant to Article 15 paragraph 13 of the Articles of Association shall be deemed as a legal copy, if such minutes is signed by the President Commissioners, in event of his absence or disability of which impediment no evidence shall be required to third party, the minutes shall be signed by 2 (two) other members of the Board of Commissioners, or issued by the Notary who has drawn up the minutes concerned.

按照本《公司章程》条款 15 第 13 段的规定制作的监事会议记录的拷贝或摘要，如果由监事长签字，或者在监事长未能出席的情况（且监事长无需就无法出席这一情况向第三方提供任何证据）下由监事会另外 2 （二）名成员签字，或是由起草会议记录的公证人颁发的，则应被视为法定拷贝或摘要。