译文摘录（保密内容以XXX替代）：
 
10. PROCEEDINGS OF DIRECTORS
10. 董事会议事程序
 
10.1. Any one director of the Company may call a meeting of the directors by sending a written notice to each other director.
10.1. 公司的任何一位董事均可通过向每位其他董事发送书面通知来召集董事会会议。
10.2 The directors of the Company or any committee thereof may meet at such times and in such manner and places within or outside the British Virgin Islands. as the directors may determine to be necessary or desirable.
10.2 公司董事或其任何委员会可按董事认为必要或合宜的时间和方式在英属维尔京群岛境内外的任何地方召开会议。
10.3. A director is deemed to be present at a meeting of directors if he participates by telephone or other electronic means and all directors participating in the meeting are able to hear each other.
10.3. 若董事通过电话或其他电子方式参与董事会会议，并且参加会议的所有董事都能够相互听到对方的声音，则该董事即被视为出席董事会会议。
10.4 A director shall be given not less than 3 days' notice of meetings of directors, but a meeting of directors held without 3 days' notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and for this purpose the presence of a director at a meeting shall constitute waiver by that director. The inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting.
10.4 董事应至少提前3日收到召开董事会会议的通知，但未提前3日通知全体董事召开的董事会会议，应在有权在会上投票但未出席会议的所有董事放弃会议通知后有效，就此而言，董事出席会议应构成该董事放弃该会议通知。因疏忽未能向某董事发出会议通知，或某董事未收到通知，均不会使会议失效。
12. OFFICERS AND AGENTS
12. 高管和代理人
12.1 The Company may by Resolution of Directors appoint officers of the Company at such times as may be considered necessary or expedient. Such officers may consist of a Chairman of the Board of Directors, a president and one or more vice-presidents, secretaries and treasurers and such other officers as may from time to time be considered necessary or expedient. Any number of offices may be held by the same person.
12.1 公司可在其认为必要或适宜的时间通过董事决议任命公司高管。该等高管包括董事会主席、总裁、一名或多名副总裁、秘书和财务主管以及不时认为必要或适宜的其他高管。同一人可身兼数职。
12.2 The officers shall perform such duties as are prescribed at the time of their appointment subject to any modification in such duties as may be prescribed thereafter by Resolution of Directors. In the absence of any specific prescription of duties it shall be the responsibility of the Chairman of the Board to preside at meetings of directors and Shareholders, the president to manage the day to day affairs of the Company, the vice-presidents to act in order of seniority in the absence of the president but otherwise to perform such duties as may be delegated to them by the president, the secretaries to maintain the register of members, minute books and records (other than financial records) of the Company and to ensure compliance with all procedural requirements imposed on the Company by applicable law, and the treasurer to be responsible for the financial affairs of the Company.
12.2 高管应履行在其任命时规定的职责，但该等职责后期可通过董事决议进行变更。在未具体规定任何职责时，董事会主席负责主持董事会会议和股东会议，总裁负责管理公司日常事务，按资历排名的副总裁在总裁缺席时以其他方式履行总裁委派给他们的职责，秘书负责保管公司的股东名册、会议记录簿和记录（财务记录除外），并确保公司遵守适用法律规定的所有程序要求，财务主管负责公司的财务事宜。