BOARD OF DIRECTORS/董事会. 10.1 Establishment/设立 The Board shall be established on Establishment Date. 董事会应在成立日的当天设立。
10.2 Composition and Term/组成及任期
10.2.1 The Board of the Joint Venture shall consist of three (3) Directors, of which two (2) Directors shall be appointed by CH-AUTO and one (1) Director shall be appointed by GFG. 合资公司董事会应由三（3）名董事组成，其中二（2）名董事由长城华冠委派，一（1）名由GFG委派。
10.2.2 Directors shall each be appointed for a term of three (3) years and may serve consecutive terms if re-appointed by the Party originally appointed such Director. The term of the initial Director shall commence on the date of establishment of the Board. 每名董事任期三（3）年，经原委派一方的再委派可连任。第一届董事的任期应自董事会设立之日起算。
10.2.3 Any Party may at any time remove and/or replace for any reason any Director(s) appointed by such Party by giving written notice to the other Parties and the Board of the Joint Venture. 任何一方可随时因任何原因经书面通知其他各方和合资公司的董事会免除和/或更换其委派的任何董事。
10.2.4 If a seat on the Board is vacated by the removal, replacement, retirement, resignation, illness, disability or death of a Director or for any other reasons, the Party which originally appointed such Director is entitled to appoint a replacement Director to serve out such Director’s remaining term. 如果董事会因董事被免职或更换，或退休、辞职、患病、丧失工作能力或任何其他原因而出现空缺，原委派方应委派替换董事以完成该等剩余任期。
10.3 Chairman of the Board/董事长
10.3.1 The Board shall have one (1)
BOARD OF DIRECTORS/董事会. 3.1 The Board shall consist of SIX (6) Directors. 董事会由六名董事组成。
3.2 The SIX (6) Directors of the Board shall be nominated by Party A as to three (3) of them, one of which, will be appointed Chairman of the Board and Party B as to the other three (3). 董事会的六名董事中，三名董事由甲方提名，其中一名为董事会主席/董事长，另外三名董事由乙方提名。
3.3 A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. Directors can take part in a Board meeting or Board committee meeting via physical attendance or by way of a:- 符合法定人数的董事会议，出席董事应具备一切行使董事权利及自由裁量权的能力，董事可以通过实际出席或以下列方式参加：
(i) video conference of conference telephone or similar equipment designed to allow everybody to take part throughout the meeting; or 电话视频会议或类似设备的视频会议，以旨在让每个人都能参加整个会议：或
(ii) series of video conferences or telephone calls from the Chairman of the meeting. 一系列的视频会议或董事长电话召开的会议。 Taking part in this way will be treated as being present at the meeting and will be counted in a quorum. A meeting which takes place by a series of video conferences or telephone calls from the Chairman will be treated as taking place where the largest group of the participants is or, if there is no such group, where the Chairman is. 以上述方式参加会议将被视为出席会议，并计入法定人数。通过一系列的视频会议或董事长电话召开的会议将被视为在最多的与会者群体所在地召开，如果没有此类群体，则视为在董事长所在地召开。
3.4 A resolution in writing signed by a majority (more than 1/2 of the total number of Directors) of the Directors for the time being, shall be as valid and effectual as if it had been passed by a meeting of Directors duly convened and held. 由大多数（即全体董事人数的1/2以上）董事书面签署的决议，其效力应与正式召开和举行的董事会议通过的一样有效。
3.5 In the event of a deadlock situation; 3 votes vs 3 votes, the Chairman of the Board will have an additional voting right. 如出现3：3的投票情况时，董事长将拥有额外的特别表决权，以避免董事会僵局出现。
