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A joint venture shall have a board of directors, which shall have its size and composition stipulated in the contract and the articles of association after consultation between the parties to the venture. Members of the directors shall be appointed and designated by the parties to the venture. The board of directors shall be the highest authority of a joint venture that shall decide all major matters concerning it. The chairmen of a board are determined by the parties to the venture or elected by the board of directors. The chairman of the board is the legal representative of the joint venture. When the chairman is unable to perform. his duties, he shall authorize another director to represent the joint venture.

The board meeting is to be called and presided over by the chairman of the board. It shall be held only when over two-third of the directors are present. If a director is unable to attend the meeting，he may issue a power of attorney to appoint a proxy to represent him and vote on his behalf.  Detailed minutes of the board meeting shall be prepared in Chinese and English and shall be delivered to each director within fourteen （14） days and signed and confirmed by each of them.