68 . The company may by ordinary resolution remove any director before the expiration of his period of office , and may by an ordinary resolution appoint another person in his stead ; the person so appointed Shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director .
六十八、经普通决议通过，公司可在董事任职期满前免去任何董事的职务，且可经普通决议通过任命他人接替其职务；如此被任命的人应在他所替代的董事应辞职的相同时间辞职，如同他是和被他替代的董事是在同一天当选董事一样。
69 . The remuneration of the directors shall from time to time be determined by the company in general meeting． That remuneration shall be deemed to accrue from day to day . The directors may also be paid all traveling， hotel , and other expenses properly incurred by them in attending and returning from meeting 5 of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company .
六十九、董事的报酬应随时由公司股东大会决定。该报酬应被视为每天在自然增长。董事还可因往返参加董事会会议或董事委员会会议或公司股东大会或参与公司有关的事务所发生的旅费、住宿费以及其他正常费用而得到补偿。
70 . The share holding qualification for directors may be fixed by the company in general meeting . 七十、董事的持股资格可以经公司股东大会予以决定。
71 . The office of director shall become vacant if the director : 七十一、如果董事出现以下情况，应当免去董事职务： ( a ) ceases to be a director by virtue of the Act ; ( 1 ) 根据 《 公司法 》 规定终止作为董事；
( b ) becomes bankrupt or makes any arrangement or composition with his creditors generally ; ( 2 ) 出现破产或与他的债权人签订了任何协议或和解协议；
( c ) becomes prohibited form being a director by reason of any order made under the Act ; ( 3 ) 根据 《 公司法 》 所作出的命令被禁止作为董事；
( d ) becomes disqualified from being a director by virtue of section 148 , 149 , 154 or 155 ; ( 4 ) 根据第 148 、 149 和第155 条的规定无资格作为董事；
( e ) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental disorder ;
( 5 ) 精神失常或其人身或财产应按有关精神错乱的法律予以处理；
( f ) subject to section 145 , resigns his office by notice in writing to the company ; ( 6 ) 根据第 145 条规定，向公司递交了辞职通知；
( g ) for more than 6 months is absent without permission of the directors from meetings of the directors held during that period ;
( 7 ) 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；
( h ) without the consent of the company in general meeting， holds any other office of profit under the company except that of managing director or manager ; or
( 8 ) 未经公司董事大会的批准，担任了公司其他有收益的职务，常务董事或经理除外；或 ( i ) is directly or indirectly interested in any contract or proposed contract with the company and fails to declare the nature of his interest in manner required by the Act .
( 9 ) 直接或间接与公司签订的或旨在签订的合同发生权益牵连，并未按 《 公司法 》 所规定的方式公布他的权益的性质。
72 . The business of the company shall be managed by the directors who may pay all expenses incurred in promoting and registering the company , and may exercise all such powers of the company as are not , by the Act or by these Regulations , required to be exercised by the company in general meeting , subject , nevertheless , to any of these Regulations , to the
provisions of the Act , and to such regulations , being not inconsistent with the aforesaid Regulations or provisions , as may be prescribed by the Company in general meeting； but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made .
七十二、公司事务应由董事会管理，董事会应当支付公司创立和注册登记而发生的所有费用，并可行使按 《 公司法 》 和本章程规定不由股东大会行使的公司权力，但不得与 《 公司法 》 的规定和公司股东大会按上述章程和规定制定的条例相悖；公司股东大会所制定的任何条例均不得使董事会先前所制定规定失效。
73 . The directors may exercise all the powers Of the company to borrow money and to mort - gage or charge its under taking，property , and uncalled capital , or any part thereof , and to issue debentures and other securities whether outright or as security for any debt , liability , or obligation of the company or of any third party
七十三、董事会可行使公司一切权力，如借贷，用公司企业、财产、和未催缴的股本或其任何部分作抵押或抵账，以及发行债券或其他证券，不论是不附留置权的或是作为公司或任何第三方当事人债务、义务或责任的债券。
74 . The directors for may exercise all the powers of the company in relation to any official seal foe use outside Singapore and in relation to branch registers .
七十四、董事会可行使公司一切在新加坡之外使用正式印鉴和与分公司注册登记有关的权力。
75 . The directors may from time to time by power of attorney appoint any corporation ,firm , or Person or body of persons , whether nominated directly or indirectly by the directors , to be the attorney or attorneys of the company for such purposes and with such powers , authorities , and discretion ( not exceeding those vested in or exercisable by the directors under these Regulations ) and for Such period and Subject to Such conditions as they may think fit , and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit and may also authorize any such attorney to delegate all or any of the powers , authorities , and discretion vested in him .
七十五、董事会可随时通过授权任命任何公司、商号、个人或团体，不论是由董事会间接或直接提名，在董事会认为恰当的期限内和根据董事会认为恰当的条件担任公司的代理人，为达到董事会认为恰当的目的和具有董事会认为恰当的权力、职权和自由酌处权（不得超过本章程规定的赋予董事会并由其行使的范畴），任何此种代理权均可能含有董事会认为恰当的为保护和方便代理人而作出的规定，且可授权此种代理人转授他的全部或部分权力、职权以及自由酌处权。
76 . All cheques , promissory notes , drafts , bills of exchange , and other negotiable instruments , and all receipts for money paid to the company , shall be signed , drawn , accepted , endorsed , or otherwise executed , as the case may be , by any two directors or in such other manner as the directors from time to time determine .
七十六、所有支票、本票、汇票、兑换券以及其他流通票据，所有公司款项收据都应由两名董事签字、签发、接收、背书，或按情况处理，或以董事会随时决定的其他方式处理。
77 . The directors shall cause minutes to be made : 七十七、董事会应叫人记录：
( a ) of all appointments of officers to be engaged in the management of the company ' s affairs ; ( 1 ) 所有管理公司事务官员的任命；
( b ) of names of directors present at all meetings of the company and of the directors . ( 2 ) 出席公司所有会议和董事会会议的董事的姓名。
Such minutes shall be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting．
此种记录应由进行议程会议的主席或下一次会议的主席签字。
78 . The directors may meet together for the dispatch of business , adjourn and otherwise regulate their meetings as they think fit . A director may at any time and the secretary shall on the requisition of a director summon a meeting of the directors .
七十八、董事会可因迅速处理事务与会、休会和按其认为合适的方式安排会议。董事可随时提出召开董事会；经董事提请，书记应召开董事会。
79 . Subject to these Regulations ，questions arising at any meeting of directors shall be decided by a majority of votes and a determination by a majority of directors shall for all purposes be deemed a determination of the directors . In case of an equality of votes the chairman of the meeting shall have a second or casting vote .
七十九、根据本章程规定，凡是董事会的议题都应通过多数票表决，多数董事的决定应一律视为董事会的决定。在双方票数相等的情况，会议主席应再投决定性的一票。
80 . A director shall not vote in respect of any contract or proposed contract with the company in which he is interested , or any matter arising thereout , and if he does so vote , his vote shall not be counted .
八十、董事不得就他与她利益相关的公司缔结的或旨在缔结的合同，或与此合同有关的任何事项进行投票，如果他投了票，他的票应不予计算。
81 . Any director with the approval of the directors may appoint any person， whether a member of the company or not , to be an alternate or substitute director in his place during such period as he thinks fit . Any person while he 50 holds office as an alternate or substitute director shall be entitled to notice of meetings of the directors and to attend and vote thereat accordingly , and to exercise all the powers of the appoint or in his place , An alternate or substitute director shall not require any share qualification , and shall ipso facto vacate office if the appoint or vacates Office as a director or removes the appointee from Office . Any appointment or removal under this regulation shall be effected by notice in writing under the hand of the director making the same .
八十一、经董事会批准，任何董事均可指定某人，不论是否是公司的股东，在他认为合适的期间充当替代他职位的董事。凡替代作为董事的人有权收到董事会会议通知，参加会议和在会上投票，并行使指定人职位的一切权力。替代董事不必需要股民资格，如果指定人辞去董事职务或解除受指定人的职务，替代董事应依据事实辞去职务。按本规则所作的任何指定或解除指定应由作出指定的董事书面签字通知方才生效。
82 . The quorum necessary for the transaction of the business of the directors may be fixed by the directors , and unless so fixed shall be two .
八十二、董事会会议处理事项所需的法定人数可由董事会规定，如不另行规定，其应为二人。
83 . The continuing directors may act notwithstanding any vacancy in their body , but if and so long as their number is re reduced below the number fixed by or pursuant to the regulations of the company as the necessary quorum of directors , the continuing directors or director may act for the purpose of increasing the number of directors to that number or of summoning a general meeting of the company , but for no other purpose .
八十三、即便董事会出现空缺，留任董事仍可履行职责，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。
84 . The directors may elect a chairman of their meetings and determine the period for which he is to hold office ; but if no such chairman is elected , or if at any meeting the chairman is not present within 10 minutes after the time appointed for holding the meeting , the directors present may choose one of their number to be chairman of the meeting . 八十四、董事们可选举一名董事作为会议主席并决定他任职的期限；如果没有选举此种主 席，或董事会规定的开会时间过后 10 分钟主席仍未到会，到会的董事可挑选他们其中一名成员充当会议主席。
85 . The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit ; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the directors .
八十五、董事会可将其任何权力授予其认为恰当的由董事所组成的委员会；由此组成的委员会在行使所授予的权力时应遵守董事会为它所制定的规则。
86 . A committee may elect a chairman of its meetings ; if no such chairman is elected , or if at any meeting the chairman 15 not present within 10 minutes after the time appointed for holding the meeting， the members present may choose one of their number to be chairman of the meeting .
八十六、委员会应选举一名会议主席，如果没有选举主席，或在会议规定的召开时间过后 10 分钟主席仍未到会，到会的委员可以挑选他们其中一名成员充当会议主席。
87 . A committee may meet and adjourn as it thinks proper . Questions arising at any meeting shall be determined by a majority of votes of the members present , and in the case of an equality of votes the chairman shall have a second or casting vote .
八十七、委员会可自行决定开会和休会。会议的任何议题均由出席会议的委员经多数票同意通过，如果遇到双方票数相等，主席应再投决定性的一票。
88 . Ail acts done by any meeting of the directors or of a committee of directors or by any Person acting as a director shall , notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such director of person acting as aforesaid , or that they or any of them were disqualified , be as valid as if every such person had been duly appointed and was qualified to be a director .
八十八、董事会或董事委员会的会议或任何代理董事职权的人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，尽管事后发现任命董事或上述代理董事有些不妥，或董事会或任何董事不称职。
89 . A resolution in writing， signed by all the directors for the time being entitled to receive notice of a meeting of the directors , shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held . Ally such resolution may consist of several documents in like form , each signed by one or more directors . 八十九、书面决议，经当时有权得到董事会会议通知的全体董事的签名，应视为合法和有效，如同该决议已经在正式召开的董事会会议上被通过一样。此种决议可由同样的数份文件所组成，每份由一名或多名董事签字。
Managing directors 执行董事
90 . The directors may from time to time appoint one or more of their body to the office of managing director for such period and on such terms as they think fit and , subject to the terms of any agreement entered into in any particular case , may revoke any such appointment . A director so appointed shall not，while holding that office，be subject to retirement by rotation or be taken into account in determining the rotation of retirement of directors，but his appointment shall be automatically determined if he ceases from any cause to be a director．
九十、董事会可随时任命一名或多名董事担任执行董事职务，期限和条件由董事会决定，且可根据按具体情况签订的任何协议条款，撤销任何此种任命。如此被任命的董事在担任职务时，将不遵循轮流辞职制或不被列为轮流辞职的董事的考虑范畴，但如果他因故不再作为董事，他的任命应自动终止。．
91 ．A managing director shall，subject to the terms of any agreement entered into in any
particular，receive such remuneration，whether by way of salary，commission，or participation in profits，or partly in one