开曼群岛公司章程 （ 第19-77条中英文） COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF CAYCO LIMITED PROTECTIVE PROVISIONS 保护条款 19.(A) Notwithstanding any other contrary provision in these Articles, so long as any Series A Preferred开曼群岛公司章程 （ 第19-77条中英文）
COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF CAYCO LIMITED
PROTECTIVE PROVISIONS 保护条款
19.(A) Notwithstanding any other contrary provision in these Articles, so long as any Series A Preferred Shares are outstanding, any action (whether by amendment of the Memorandum of Association or these Articles or otherwise, and whether in a single transaction or a series of related transactions) that effects or approves any of the following transactions involving the Company or any of its Subsidiaries shall require the written approval of not less than seventy-five percent (75%) of all issued and outstanding Common Shares and Series A Preferred Shares (on an as-if converted basis), voting together as a single class:
1. (A) 尽管本章程任何其他相反条款，只要任何A系列有限股份是正在流通的，任何实现或批准下列涉及公司或其附属子公司交易的行为（无论是否通过修订公司大纲和章程，并且无论是否在一个单一的交易中还是在一系列相关的交易中）需要不少于所有已发行普通股和A系列优先股（在股份已经转换的情况下）75％的票数决议通过，作为同一类别投票：
(a) Amend or repeal any provisions of the Memorandum and Articles of Association or a similar charter document:
(b) Authorize or issue shares of any class of stock or securities exchangeable for or convertible into shares of the Company or any Subsidiary, except for the issuance of the Conversion Shares;
(c) Authorize, amend or establish, or allocate additional shares in connection with, the Employee Incentive Plan or any other employee compensation or incentive plan or arrangement;
(d) Declare or pay any dividends;
(e) Authorize a merger or sale, license or spin-off all or substantially all of the assets or of any assets the disposal of which would have a material effect on the business;
(f) Take any action to authorize liquidation or winding up;
(g) Establish or invest in, or divest or sell any interest in, any Subsidiary; or
(h) Redeem, repurchase or otherwise acquire, directly or indirectly, through Subsidiaries or otherwise, its securities, other than repurchases from employees upon termination of employment and the redemption of Series A Preferred Shares in accordance with the terms of their issue.
(B) Notwithstanding any other contrary provision in these Articles, any action (whether by amendment of the Memorandum of Association or these Articles or otherwise, and whether in a single transaction or a series of related transactions) that effects or approves any of the following transactions involving the Company or any of its Subsidiaries shall require the written approval of holder(s) of not less than sixty-seven (67%) of the Series A Preferred Shares (on an as-if converted basis):
(a) Increase, reduce or cancel the authorized or issued share capital of the Company and/or any of its Subsidiaries or issue, allot, purchase or redeem any shares or securities convertible into or carrying a right of subscription in respect of shares or any share warrants or grant or issue any options rights or warrants or which may require the issue of shares in the future or do any act which has the effect of diluting or reducing the effective shareholding of the holders of the Series A Preferred Shares or the Conversion Shares in the Company, except for the redemption of the Series A Preferred Shares in accordance with the terms of their issue and same for the issue of Conversion Shares;
(b) Amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of the holders of Series A Preferred Shares;
(c) Take any action that authorizes, creates or issues shares of any class or series having preferences superior to or on parity with the Series A Preferred Shares; or
(d) Take any action that reclassifies any outstanding securities of the Company into securities having preferences or priority as to dividends or assets senior to or on parity with the preferences reserved for the Series A Preferred Shares.
(C) Any action (whether in a single transaction or a series of related transactions) that effects or approves any of the following transactions involving the Company or any or its 100% owned Subsidiaries shall require the consent of at least four (4) out of five (5) of the Directors of the Board:
Enter into any business transaction in excess of US$1 million;
Place free cash other than as short term, liquid deposits at a sound financial institution;
Incur any capital commitment or dispose of any assets in excess of US$100,000;
Make any loans or grant any guarantees;
Provide or set policy on any loans to shareholders, directors and employees;
Enter into any joint-venture or alliance or other such arrangement or agreement; 达成就对集团整体而言具有重要意义的任何合资、联盟或其他该等安排或协议
Alter or expand the business to areas materially different from the product and/or service offered as of the Closing;
Appoint or remove any members of senior management, including without limitation, its President, CEO, COO, CFO, CTO, any Vice President, General Manager, Vice General Manager or any person holding a position higher or equivalent to any such position; 聘任或解聘任何高级管理成员，包括但不限于其主席、CEO、COO、CFO、CTO、副主席、总经理、副总经理或任何在公司就任高于或与上述等同职位的人
Appoint or remove the auditor or make any significant revision to accounting policies; 聘任或解聘审计师或对会计政策做出重大变更
Approve the annual business plan or budget; 决议通过年度业务计划或预算
Conduct business with related parties except on arms length terms in the ordinary course of business and in transactions that in each case does not exceed US$100,000; 与关联方进行业务往来，除在通常业务中及在每宗不超过一百万美元的交易中，该等业往来是基于公平、合理的条款
Transfer, license or dispose of any intellectual property, patents, trademarks, service marks and domain names.
All other corporate actions that require Board approval shall be decided by a simple majority of the directors of the Board.
NON‑RECOGNITION OF TRUSTS 信托的不认可
20. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
LIEN ON SHARES股份的留置权
21. The Company shall have a first and paramount lien and charge on all shares (whether fully paid‑up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company's lien (if any) thereon. The Company's lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.
22. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder or holders for the time being of the share, or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy.
23. To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
24. The proceeds of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.
CALL ON SHARES 股份的股款催收
Cayman counsel to confirm if this article is required
25. (a) The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each Member shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the shares. A call may be revoked or postponed as the Directors may determine. A call may be made payable by instalments.
(b) A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.
(c) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
26. If a sum called in respect of a share is not paid before or on a day appointed for payment thereof, the persons from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest either wholly or in part.
27. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of non‑payment all the relevant provisions of these Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
28. The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls or interest to be paid and the times of payment.
29. (a) The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would but for such advances, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) seven per cent per annum, as may be agreed upon between the Directors and the Member paying such sum in advance.
(b) No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
FORFEITURE OF SHARES股份的没收
Cayman counsel to confirm if this article is required
30. (a) If a Member fails to pay any call or instalment of a call or to make any payment required by the terms of issue on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, instalment or payment remains unpaid, give notice requiring payment of any part of the call, instalment or payment that is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such non‑payment. Such notice shall name a day (not earlier than the expiration of fourteen days from the date of giving of the notice) on or before which the payment required by the notice is to be made, and shall state that, in the event of non‑payment at or before the time appointed the shares in respect of which such notice was given will be liable to be forfeited.
(b) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture.
(c) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Directors see fit.
31. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies which, at the date of forfeiture, were payable by him to the Company in respect of the shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares.
32. A certificate in writing under the hand of one Director or the Secretary of the Company that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.
33. The provisions of these Articles as to forfeiture shall apply in the case of non‑payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.
REGISTRATION OF EMPOWERING INSTRUMENTS授权性文件的登记
34. The Company shall be entitled to charge a fee not exceeding one dollar (US$l.00) on the registration of every probate, letter of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.
TRANSMISSION OF SHARES股份的转移
35. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from any liability in respect of any shares which had been held by him solely or jointly with other persons.
36. (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 such 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.
(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.
37. 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.
AMENDMENT OF MEMORANDUM OF ASSOCIATION,
ALTERATION OF CAPITAL & CHANGE OF LOCATION OF REGISTERED OFFICE
38. (a) Subject to and in so far as permitted by the provisions of the Statute and these Articles, the Company may from time to time by Special Resolution alter or amend its Memorandum of Association with respect to any objects, powers or other matters specified therein provided always that the Company may by ordinary resolution:
(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;
(ii) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(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;
(iv) cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person.
(b) All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.
(c) 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) Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its registered office.
CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
39. 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 not to exceed in any case ten 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.
40. 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.
41. 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.
42. (a) Subject to Article 42(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.
(b) At these meetings the report of the Directors (if any) shall be presented.
(c) If the Company is exempted as defined in the Statute, it may but shall not be obliged to hold an annual general meeting.
43. (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 Company.
(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.
If the Directors do not within twenty‑one 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 twenty‑one days.
(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 are to be convened by Directors.
NOTICE OF GENERAL MEETINGS股东大会的通知
44. At least twenty days' notice shall be given for 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 the manner hereinafter mentioned or in such other manner 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 43 have been complied with, be deemed to have been duly convened if it is so agreed:
(a) in the case of a general meeting called as an annual general meeting by all the Members entitled to attend and vote thereat or their proxies; and
(b) in the case of any other general meeting by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than seventy‑five per cent in nominal value or in the case of shares without nominal or par value seventy‑five per cent of the shares in issue, or their proxies.
45. The accidental omission to give notice of a general meeting, or the non‑receipt of notice of a meeting by any person entitled to receive notice, shall not invalidate the proceedings of that meeting.
PROCEEDINGS AT GENERAL MEETINGS股东大会程序
46. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; Members holding a majority of the Common Shares (calculated on a fully converted basis), including holders of at least a majority of the Series A Preferred Shares, as a single class, present in person or by proxy shall be a quorum provided always that if the Company has one Member of record the quorum shall be that one Member present in person or by proxy.
46A. A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held.
47. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other time or such other place as the Directors may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum.
48. The Chairman, if any, of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.
49. If at any general meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of the Members present to be Chairman of the meeting.
50. The Chairman may, with the consent of any general meeting duly constituted hereunder, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.
51. At any general meeting a resolution put to the vote of the meeting shall be decided on a poll.
52. Each poll shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the general meeting.
53. The Chairman of the general meeting shall not be entitled to a second or casting vote under any circumstance.
VOTES OF MEMBERS股东投票
57. Except as otherwise required by law or as set forth herein, the holder of each Common Share issued and outstanding shall have one vote for each Common Share held by such holder, and the holder of each Series A Preferred Share shall be entitled to the number of votes equal to the number of Common Shares into which such Series A Preferred Share could be converted at the record date for determination of the Members entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of Members is solicited, such votes to be counted together with all other shares of the Company having general voting power and not counted separately as a class. Holders of Common Shares and the Series A Preferred Shares shall be entitled to notice of any Members' meeting in accordance with these Articles, and except as otherwise set forth in Article 19 above, shall vote together and not as separate classes.
58. In the case of joint holders of record the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Members.
A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy.
No Member shall be entitled to vote at any general meeting unless he is registered as a Member of the Company on the record date for such meeting nor unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.
61. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive.
62. Votes may be given either personally or by proxy.
63. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need not be a Member of the Company.
64. The instrument appointing a proxy shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting, or adjourned meeting provided that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex, cable or telecopy confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company.
65. The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.
66. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the registered office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.
67. Any corporation which is a Member of record of the Company may in accordance with its Articles or in the absence of such provision by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of record of the Company.
68. Shares of its own capital belonging to the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.
68A. Any Member may irrevocably appoint a proxy and in such case (i) such proxy shall be irrevocable in accordance with the terms of the instrument of appointment (ii) the Member may not vote at any meeting at which the holder of such proxy votes and (iii) the Company shall be obliged to recognize the holder of such proxy until such time as the Company is notified in writing that the proxy has been revoked in accordance with its terms.
69. There shall be a Board of Directors initially consisting of five (5) persons (exclusive of alternate Directors). For so long as there are any Series A Preferred Shares outstanding, the holders of Series A Preferred Shares, voting as a single class, shall be entitled to nominate and elect one (1) Director, provided that, for so long as [Walden International] ("Walden"), together with its Affiliates, holds such number of Series A Preferred Shares (on a fully converted basis) representing at least 10% ownership interest in the Company, Walden shall have the right to designate an individual for nomination and election to the Board (the "Series A Director") and to replace or remove such person therefrom. The Series A Director shall have the right to be a member of any committee(s) of the Board. The Founder shall be entitled to nominate and appoint two (2) Directors, and so long as [Hitachi/NTT/NEC/NEC Soft] as a group holds such number of Common Shares representing at least [ ]% ownership interest in the Company, they shall have the right to nominate and elect one (1) Director as a single group. The fifth Director shall be jointly appointed by the Founder and the Series A Director. Each Director appointed shall be entitled to appoint an alternate to serve in his/her stead at any Board meeting, and such alternate shall be permitted to attend all Board meetings of the Company as an observer. Each of the Members of the Company shall vote any and all shares in the Company held by it and cause any of its designee or nominee on the Board to vote and act in a manner advisable or necessary, and take all such other action advisable or necessary, to cause the election of the person designated by Walden and the person designated by Hitachi, NEC, NEC Soft and NTT, as a group, to the Board in accordance with this Article.
公司第一届董事会共5名董事（除替代董事之外）。如存在发行在外的系列A优先股，系列A优先股有权提名并选举1名董事，然而，如果 和其关联方，持有系列A优先股（在权不能转换的基础上）10%以上的权益，有权提名并选举1名董事（“系列A董事”），并可替换或免去其董事资格。创建人有权提名并任命2名董事，且如果[日立、NTT 、NEC、 NEC软件]作为整体持有代表 %以上的普通股权益，则作为一个整体，上述四家单位有权提名并选举1名董事。第五名董事[也是中国的一名董事]，由创建人和系列A优先股共同任命。每个被任命的董事由权安排一个替代董事，作为其在董事会的代理人，该替代董事有权参加董事会并担任董事会的观察员。公司的任何股东可就其持有的全部或部分股份进行投票，使其在董事会提名或任命的人士以可取的或必须的方式选举或作为，或采取其他一切可取的或必须的措施，使得由决定的和Hitachi、NTT 、NEC、 NEC软件作为一个整体决定的人选被选进董事会符合本章程的规定。
70. The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors shall also be entitled to be paid their reasonable travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.
71. Subject to Article 19, the Directors may by resolution award special remuneration to any Director of the Company undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.
72. A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
73. A Director or alternate Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.
74. A shareholding qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed, no shareholding qualification for Directors shall be required.
75. A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as Member or otherwise and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.
76. No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid provided however that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him or the alternate Director appointed by him at or prior to its consideration and any vote thereon.
77. A general notice or disclosure to the Directors or otherwise contained in the minutes of a Meeting or a written resolution of the Directors or any committee thereof that a Director or alternate Director is a Member of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Article 77 and after such general notice it shall not be necessary to give special notice relating to any particular transaction.