公司章程中英文对照

章 程

第四章 董事和董事会

Chapter 4 The Directors and Board of Directors

第三十三条 董事每届任期年限为三年，可连选连任。任期届满前股东会不得无故解除其职务。为保持公司经营活动具有连续性，每次换届，董事变动人数不应高于董事总数的三分之一。董事长每届任期年限为三年，可连选连任。

董事任期从股东会决议通过之日起算，至本届董事会任期届满时为止。

董事任期届满未及时改选，或者董事在任期内辞职导致董事会成员低于法定人数的，在改选出的董事就任前，原董事仍应当依照法律、行政法规和公司章程的规定，履行董事职务。

Article33

The tenure of the chairman of board is three years, can be reelected and reappointed, and cannot be removed before the period of occupation. In order to maintain the company business activities runs smoothly, the change of director shall not exceed one third of the total director number in every change of administration.

The term of office of director is count from the day when shareholder’s meeting was passed, to the day when the term of office was ended.

The expiration of the term of office but not elect new directors, or the resignation within the term of office that lead to the board of directors number less than the quorum, in this case, the former director shall fulfill the duties according to the law, administrative regulations and articles of association of the company before the elected director taking office.

第三十四条 董事会每半年召开一次，由董事长召集并主持。董事长应在会前15日书面通知各董事。

有下列情形之一的，董事长应在三个工作日内召集临时董事会会议；

（一）三分之一以上董事提议时；

（二）监事会提议时；

（三）总经理提议时。

Article34

The board of directors’ meeting is held once every half a year, convened and presided by the chairman of the board. The chairman of the board should inform the directors by written notice 15 days ahead the meeting.

With one of the following situations, the chairman of the board shall convene the temporary board of director meeting:

(1) More than one third directors offer proposals;

(2) Board of supervisors offer proposals;

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