【正文】 l 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 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 meeting， he may present aproxy in writtenform 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 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 pany. Chapter 5 Business Management OfficeArticle 22The joint venture pany 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 pany. The general manager shall be responsible to the board of directors directly， carry out the decisions of the board of directors and organize the dailyworks on production， technology and management of joint venture pany.Article 24At 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 pany.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 pany 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 dircetors in advance. In case any one of the abovementioned persons conduct graft or serious dereliction of duty， they may be dismissed at any time upon the decision of the borad.Chapter 6 finance and AccountingArticle 27The finance and accounting of the joint venture pany 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。8)deciding the types and scope of insurances for joint venture pany 9)deciding the scope of authorized power for the general manager。5)deciding the system of salary and welfare for staff and workers in joint venture pany in accordance with the relevant regulations of China。3)examining and approving the annual business report submitted by the general manager。1)deciding the top line of annual circulating capital and issues on purchasing， leasing and mortgage of assets in the joint venture pany。l0)inviting and dismissing the general manager and the deputy general managers。 8)ratifying fiscal budget， fiscal report and accounting statement。6)ratifying the project of development on medium term and long term。 4)deciding the increase and assignment of the registered capital。2)discussing and deciding the termination and dissolution of the joint venture pany。s Republis of China. Chapter 2 The Purpose， Scope and Scale of the Business Article 6The prupose of the parties to the joint venture is in conformity with the wish of enhancing the economic cooperation and technical exchanges， to raise economic results and ensure satisfactory economic benefits for each investor by improving the product quality， devloping new products， and gaining petitive position in the world market in quality and price through advanced and appropriate technology and scientific management.Article 7Business scope of the joint venture pany isArticle 8The production scale of the joint venture pany are at follows:Article 9The produets of the joint venture pany will be sold on Chinese market and overseas market and aftersale services will be provided by themslves. In order to pursuing the success and development of the joint venture pany， the joint venture pany shall give the top priority on export of the prodacts and earning foreign currenc