【正文】 (b) establishment and management of the accounting systems and procedures of the Company。 (e) Responsible for determining the qualification and number of Working Personnel of the Company and the formulation of personnel training programs。 (c) Merger or consolidation of the Company with any other economic anization or reanization of the Company。 (c) the Business License of the Company is in full force and effect。 (m) invest the ine of the Company and distribute the profits of the Company。 (e) purchase or otherwise acquire and undertake all or any part of, the business, assets and liabilities of any other pany, enterprise, economic anization or entity within or outside China。s obligation to make its respective contribution to the registered capital of the Company within the period required by Chinese law. Unless it has agreed otherwise in a separate agreement with a third party, a Party shall not be liable for any obligations or liabilities of the Company. Creditors of the Company shall have recourse only to the assets of the Company and shall not have any claim against the Parties for the obligations of the Company, and in case any creditor of the Company brings any action or claim against any Party for any act of omission of the Company, the Company shall defend, at its cost, such Party and hold harmless such Party against such claims or actions or any loss or expenses incurred thereby. A Party shall not be required to provide any further funds to or on behalf of the Company beyond the amount contributed by the Party under the Joint Venture Contract. Legal Status Upon the issuance of its Business License, the Company shall be a legal person in the PRC. The Company shall be governed by, and shall be entitled the protection of, the laws, decrees and pertinent rules and regulations of the PRC. The Company shall enjoy all rights, benefits and preferential treatments as a foreign investment enterprise. Profits and Losses The profits, losses and risks of the Company shall be shared by the Parties according to the relevant provisions set forth herein. (JVC )No Agency Relationship Neither Party is the agent of the other Party nor does either Party have any power to bind the other Party or to assume or to create any obligation of responsibility, express or implied, on behalf of the other Party in the other Party39。s Republic of China on SinoForeign Cooperative Joint Ventures and the Detailed Rules for the Implementation of the Law of the People39。 (b) purchase, lease or otherwise establish, acquire, maintain and operate offices, facilities, branches, subsidiaries and sites in China。 (j) issue bonds, securities and other financial instruments。 (iii) ? __________ percent (____%) or ?US$________ (__________ United States Dollars) within [seventyfive (75)] days after the date on which the Land Use Contract is executed。 or (c) is in breach of the laws and regulations of the PRC at the time. Any Director, including the Chairman and Vice Chairman, acting in violation of these Articles of Association or Board of Director’s resolutions shall indemnify and hold harmless the Company against all losses caused to or liabilities and expenses incurred by the Company. The Company shall, to the extent permitted by law, indemnify any Director for damages or losses incurred in good faith by such Director in the performance of his or her obligations. Unanimous Approval Resolutions of the Board of Directors involving the following matters shall be adopted only upon the unanimous affirmative vote of all seven (7) Directors (whether present in person or by proxy) at a duly convened meeting: (a) Amendment of these Articles of Association。 (b) Formulation of rules and regulations for the operation and management of the Company and the division of labour and responsibilities and functions of various managerial departments, and to implement such systems after approval of the same by the Board。 13 (j) Submission of reports to the Board with respect to appropriate operational matters, including but not limited to longterm business and production plans, annual operating plans and budgets, financial plans and budgets。 and (e) submission of financial reports to the General Manager and the Board of Directors as and when required. Concurrent Positions All Management Personnel are forbidden from concurrently serving or working in any other pany, unit, entity or anization whatsoever unless approved by the Board. 6. LABOUR MANAGEMENT Enterprise Autonomy The Company shall have all possible autonomy under the laws and regulations of the PRC concerning the recruitment, employment, pensation, designation of welfare benefits, procurement of labour insurance, promotion, discipline and dismissal of Working Personnel. The labour policies of the Company shall be determined in accordance with applicable PRC labour laws and regulations and the relevant regulations of ? ________ Province and ? ________ Municipality on labour management in foreign investment enterprises. Employment The quali。 (h) Responsibility for external relations and representing the Company in executing mercial documents with third parties and signing other corporate documents on behalf of the Company within the scope of authority as the Board of Directors may delegate in Board resolutions。 and marketing and sales. The Company’s initial Management Personnel shall be nominated as follows: one (1) Marketing and Sales Manager by Party A as well as one (1) Finance Manager by Party B. (b) Each Party agrees to cause the Directors appointed by it to approve all persons nominated to Management Personnel positions。s contribution(s). Concurrently with the issuance of such final investment certificate, such Party shall surrender to the Company for cancellation all of the interim investment certificates