【正文】 ll authorize the vicechairman or a director to call and preside over the meeting. The chairman may convene an interim meeting upon a proposal made by more than onethird of the total number of directors. A board meeting requires a quorum of over twothirds of the directors. Should a director be unable to attend the meeting, he may issue a power of attorney to appoint a proxy to represent him and vote on his behalf. A board meeting shall usually be held at the location of the joint venture39。s Republic of China and Chinese regulations concerning the statistical system for the utilization of foreign capital.Chapter IX TaxesArticle 59 Joint ventures shall pay taxes according to the stipulations of relevant laws of the People39。 and9. procedures for amendment of the Articles of association.Article 14 The agreement, contract and Articles of association of a joint venture shall e into force upon approval by the examination and approval authorities. The same applies to amendments thereto.Article 15 The examination and approval authorities and the registration authority are responsible for supervising and checking the execution of the joint venture contract and Articles of association.Chapter III Form of Organization and Registered CapitalArticle 16 A joint venture shall be a limited liability pany. The liability of each party to the joint venture is limited to the amount of capital contribution subscribed by it.Article 17 The total amount of capital contribution (including loans) of a joint venture refers to the sum of basic construction funds and the liquidity funds for production required to be invested in conformity with the joint venture39。5. the position of the board of directors, the number of directors to be appointed by each party, and the responsibilities, powers and means of employment of the general manager, deputy general manager and other highranking managerial personnel。2. violates Chinese laws。 Implementing Regulations of the Law of the People39。3. is not in conformity with the requirements of the development of China39。6. the main production equipment and technology to be adopted and their source of supply。s production scale as set out in the contract and the Articles of association of the joint venture.Article 18 The registered capital of a joint venture refers to the total amount of capital contribution registered with the registration authority for the establishment of the joint venture. It shall be the total amount of capital contribution subscribed by parties to the joint venture. The registered capital shall generally be denominated in Renminbi, or may be in a foreign currency agreed upon by the parties to the joint venture.Article 19 The registered capital of the joint venture may not be reduced during the operation term of the joint venture. If there is a genuine need for reduction due to the changes in the total amount of capital contribution and the production and operation scale, it shall be subject to the approval of the examination and approval authorities.Article 20 If one party to the joint venture intends to transfer all or part of its equity to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authorities is required. The formalities for change of registration shall be handled with the registration authority.When one party transfers all or part of its equity to a third party, the other party shall have preemptive right.When one party transfers its equity to a third party, the conditions for such transfer may not be more favorable than those for the other party to the joint venture. Where the above stipulations are violated, no transfer shall be valid.Article 21 Any increase in or reduction of the registered capital of a joint venture shall be approved by the board meeting and submitted to the examination and approval authorities for approval. The formalities for change of registration shall be handled with the registration authority.Chapter IV Forms of Capital ContributionArticle 22 A party to a joint venture may make its capital contribution in money or in the form of buildings, factory premises, machinery, equipment or other materials, industrial property, proprietary technology, or site use rights, the value of which shall be used as capital contribution. If the capital contribution is in the form of buildings, premises, machinery, equipment or other materials, industrial property or proprietary technology, the value thereof shall be determined by the parties to the joint venture through consultation and on the basis of fairness and reasonableness or shall be appraised by a third party agreed upon by the parties to the joint venture.Article 23 The capital contribution in foreign currency made by the foreign party shall be converted into Renminbi or cross exchanged into a predetermined foreign currency at the standard exchange rate published by the People39。s Republic of China.Article 60 Staff and workers employed by joint ventures shall pay individual ine tax according to 。s Bank of China on the day the payment is made.Article 24 The machinery, equipment or other materials contributed by the foreign party as capital contribution shall be those that are indispensable for the production of the joint venture.The valuation of the machinery, equipment or other materials as mentioned in the preceding paragraph may not be higher than the current international market price of machinery, equipment and other materials of the same kind.Article 25 The industrial property or proprietary technology contributed by the foreign party to a joint venture shall meet one of the following conditions:1. capable of markedly improving the performance, quality of existing products and raising productivity。8. the principles governing the handling of finance, accounting and auditing。4. causes environmental