9.关于董事会对总经理经营权限的授予；
10.决定合营公司职工的住房及各项福利事宜；
11.其它应由董事会决定的事宜。
第十八条 董事会由×名董事组成，其中甲方委派×名，乙方委派×名。董事任期×年，可以连任。甲、乙方在更换董事人选时，应事先书面通各董事会和另一方。
第十九条 董事会会议每年至少召开一次。经×名以上（含×名）董事提议，董事长可以召开董事会临时会议。董事会会议原则上在＿＿＿＿＿举行。
第二十条 董事长应在董事会开会前三十天书面通知各董事，写明会议、时间和地点。董事因故不能出席董事会会议，可出具委托书委托他人代表其出席和表决。如届时未出席祟不委托他人出席，则作为弃权。
第二十一条 出席董事会会议的法定人数为全体董事的四分之三。不够四分之三人数时，其通过的决议无效。会议决录应归档保存，会议记录用中、英文文字书写，并且每个出席会议的董事均应在会议记录上签字。
Chapter 4 The Board of Directors
Article 16
The joint venture company shall establish the board of directors which is the highest au-thority of the joint venture company.
Article 17
The board of directors shall decide all major issues concerning the joint venture compa-ny.As for the following issues. unamious approval shall be required:
l)amending the Articles of Association of the joint venture company ;
2)discussing and deciding the termination and dissolution of the joint venture company;
3)deciding the merger， affiliation and consolidation of the joint venture company with other economic organization;
4)deciding the increase and assignment of the registered capital;
5)deciding to set up branches;
6)ratifying the project of development on medium term and long term;
7)deciding an annual management strategy and plan;
8)ratifying fiscal budget， fiscal report and accounting statement;
9)deciding the plan on annual profits sharing;
l0)inviting and dismissing the general manager and the deputy general managers;
11)settling the disputes between each party to the joint venture and joint venture company.
As for other matters， approval by more than_________ directors shall be required. such as;
1)deciding 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 adminiatrative personnal who shall be recommended 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 stracture of the joint venture company
7)deciding the proportion of allocation for reserve funds， expension 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 18
The board of directors shall 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 19
The 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 20
The 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 written
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