【文章內(nèi)容簡(jiǎn)介】 eciding 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 administrative personal who shall be remended 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 structure of the Joint Venture Company7) Deciding the proportion of allocation for reserve funds, expansion 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 18The board of directors shall consist of xxxx directors. of which xxxx directors shall be appointed by Party A, xxxx 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 19The 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 20The 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, he may present a proxy 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 22The board meeting requires a quorum of over three quarter of the total number of directors. When the quorum is less than three quarter, 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 pany. Chapter 5 Business Management OfficeArticle 22The 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 23The 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 24At the invitation of the board of directors, the chairman, vice chairman of directors of the board may concurrently be the general manager, deputy general manager and general manager assistant of the Joint Venture Company.Article 25The general manager or deputy general managers shall not hold positions concurrently as general manager or deputy general manager of other economic organizations on mercial petition with their own Joint Venture Company without the approval of the board of directors. Article 26The general manager, deputy general managers and other senior administrative personnel who ask for resignation shall submit their written reports to the board of directors in advance. In case any one of the abovementioned persons conducts graft or serious dereliction of duty, they may be dismissed at any time upon the decision of the board.Chapter 6 finance and AccountingArticle 27The finance and accounting of the Joint Venture Company shall be handled in accordance with the Stipulations of the Finance and Accounting System of the Joint Venture Using Chinese and Foreign Investment which formulated by the Ministry of Finance of the People39。s Republic of China.Article 28 The fiscal year of the Joint Venture Company shall be calendar year from January 1 to December 31. All vouchers, receipts, accounting statements and reports, accounting books shall be written in Chinese and English.Article 29The Joint Venture Company adopts Renminbi (RMB) as its accounts keeping unit. The conversion of RMB into other currency shall be in accordance with the exchange rate of the converting day published by the State Administration of Foreign Exchange Control of the People39。s Republic of China. Article 30 The Joint Venture Company shall open accounts in RMB and foreign currency with the Band of China or other banks which agreed by the Bank of China.