Chapter 4 The Board of Directors

Article 16
The joint venture company shall establish the board of directors which is the highest au-thority of the joint venture company.
Article 17
The board of directors shall decide all major issues concerning the joint venture compa-ny.As for the following issues. unamious approval shall be required:
l)amending the Articles of Association of the joint venture company ;
2)discussing and deciding the termination and dissolution of the joint venture company;
3)deciding the merger， affiliation and consolidation of the joint venture company with other economic organization;
4)deciding the increase and assignment of the registered capital;
5)deciding to set up branches;
6)ratifying the project of development on medium term and long term;
7)deciding an annual management strategy and plan;
8)ratifying fiscal budget， fiscal report and accounting statement;
9)deciding the plan on annual profits sharing;
l0)inviting and dismissing the general manager and the deputy general managers;
11)settling the disputes between each party to the joint venture and joint venture company.
As for other matters， approval by more than_________ directors shall be required. such as;
1)deciding the top line of annual circulating capital and issues on purchasing， leasing and mortgage of assets in the joint venture company;
2)approving. the labor contracts and other important regulations of the joint venture company;
3)examining and approving the annual business report submitted by the general manager;
4)inviting and dismissing the senior adminiatrative personnal who shall be recommended by general manager， and deciding their salary and welfare;
5)deciding the system of salary and welfare for staff and workers in joint venture company in accordance with the relevant regulations of China;
6)defining and adjusting the stracture of the joint venture company
7)deciding the proportion of allocation for reserve funds， expension funds and bonuses from the taxed profits of joint venture company;
8)deciding the types and scope of insurances for joint venture company
9)deciding the scope of authorized power for the general manager;
10)deciding the plan on living houses and other welfare for staff and workers of joint venture company;
11)deciding other matters which shall made decision by the board of directors.
Article 18
The board of directors shall consist of directors. of which directors shall be appointed by Party A， by Party B. The term of office for the directors is four years and may be renewed.
When appointing and replacing directors， a written notice shall be submitted to the board and the other party.
Article 19
The board of directors shall convene at least one meeting every year. The chairman may convene an interim meeting based on a proposal made by more than _______(including )directors. The board meeting will be held in principle in ________.
Article 20
The chairman shall give each director a written notice thirty (30) days before the date of the board meeting. The notice shall cover the agenda， time and place of the. Should the directors be unable to attend the board meeting meeting， he may present aproxy in written
form to the board.
In case the director neither attends nor entrusts others to attend the meeting， he will be regarded as abstention.
Article 22
The board meeting requires a quorum of over three quarter of the total number of directors. When the quorum is less than three quqrter， the decisions adopted by the board meeting are invalid. Detailed written records shall be made for each board meeting and signed by all the attended directors or by the attended proxy. The record shall be made in Chinese and in English， and shall be filed with the company.

第五章 经营管理机构

第二十二条 合营公司设经营管理机构，负责合营公司的日常管理工作。合营公司设总经理一名，副总经理×名总经理、副总理由董事任命，任期×年，经董事会决定可以连任。
第二十三条 合营公司实行董事会领导下的总经理负责制。总经理直接对董事会，执行董事会会议的各项决定。组织领导合营公司的日常生产、技术和经营管理工作。
第二十四条 副董事长、董事经董事会委派可兼任总经理、副总经理或经理助理。
第二十五条 总经理、副总经理除非得到董事会的批准不得参与和本合营公司有商业竟
争的其他经济组织。
第二十六条 总经理、副总经理及其他商级管理人员请求辞职时，应提前向董事会提出书面报告。以上人员如有营私舞弊或严重失职行为的，不能胜任工作的，经董事会决定可随时撤换。

Chapter 5 Business Management Office

Article 22
The joint venture company shall establish a management office which shall be responsible for its daily management. The management office shall have one general manager， deputy general managers. They shall be invited by the board of directors whose term of office is four years and may be renewed by the board of directors.
Article 23
The system of job responsibility of the general manager under the board of directors is adopted by the joint venture company. The general manager shall be responsible to the board of directors directly， carry out the decisions of the board of directors and organize the daily
works on production， technology and management of joint venture company.
Article 24
At the invitation of the board of directors， the chairlnan， vicechairman of directors of the board may concurrently be the general manager， deputy general manager and general manager assistant of the joint venture company.
Article 25
The general manager or deputy general managers shall not hold positions concurrently as general manager or deputy general manager of other economic organizations on commercial competition with their own joint venture company without the approval of the board of directors. Article 26
The general manager， deputy general managers and other senior administrative personnel who ask for resignation shall submit their written reports to the board of dircetors in advance. In case any one of the above-mentioned persons conduct graft or serious dereliction of duty， they may be dismissed at any time upon the decision of the borad.

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