Common use of Formation of the Board Clause in Contracts

Formation of the Board. (1) The Board shall be the highest authority of the Joint Venture. It shall discuss and determine all strategic business and financial issues and operational issues of the Joint Venture in accordance with the provisions of this Contract and the Articles of Association. (2) The Board shall consist of seven (7) Directors, of which two (2) shall be appointed by Party A, four (4) shall be appointed by Party B, and one (1) shall be appointed by Party C. At the time this Contract is executed and when replacement Directors are appointed, the Parties shall notify one another in writing of the names and addresses of its appointees, together with a brief curriculum vitae and a list of other official functions, if any, that the relevant appointees will concurrently carry out for the Joint Venture. Each Party shall cause the Directors appointed by it to perform the obligations specified in this Contract and as required under relevant PRC laws and regulations. (3) Directors shall each be appointed for terms of four (4) years, and may serve consecutive terms if reappointed by the Party originally appointing such Director. (4) Any Party may, at any time with or without cause, remove and replace a Director that it has appointed by written notice to the Joint Venture and to the other Party. If a seat on the Board is vacated due to the retirement, resignation, illness, disability or death of a Director or by the removal of such Director by the original appointing Party, the Party which originally appointed such Director shall appoint a successor to serve the remainder of such Director's term. (5) If either Party or the Board has reason to believe that a Director has materially breached his/her duties as a Director (provided such breach appear to be supported by reasonable grounds as determined by a simple majority of the Directors), or has been convicted of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC law, the Board may remove the relevant Director immediately. Following any such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's term.

Formation of the Board. (1) 14.1.1 The Board shall be established on the Establishment Date of the Joint Venture. 14.1.2 The Board shall be the highest authority of the Joint Venture. It shall discuss and determine all strategic business and financial issues and operational issues of the Joint Venture in accordance with the provisions of this Contract and the Articles of AssociationAssociation of the Joint Venture. (2) 14.1.3 The Board shall consist of seven six (76) Directors, three (3) of which two (2) whom shall be appointed nominated by Party A, four AoLunTe and three (43) of whom shall be appointed nominated by Party B, and one (1) shall be appointed by Party C. At the time this Contract is executed and when replacement Directors are appointed, the Parties shall notify one another in writing Aura. The Chairman of the names board shall have one vote that is equal to any other board member and addresses in an event of its appointees, together with a brief curriculum vitae and a list of other official functions, if any, that tie vote; the relevant appointees will concurrently carry out for Chairman can not break the Joint Venture. tie vote. 14.1.4 Each Party shall cause the Directors appointed nominated by it to perform the obligations specified in this Contract and as required under relevant PRC laws and regulations. (3) 14.1.5 Directors shall each be appointed for terms a term of four three (43) years, years and may serve consecutive terms if reappointed re-nominated by the Party originally appointing nominated such Director. Each Party shall notify in writing the Joint Venture and the other Party of its nomination of director(s) for the next three-year term within thirty days prior to the expiry of existing three-year term, unless the existing term is early terminated. (4) Any 14.1.6 Each Party may, may at any time with or without cause, remove and and/or replace a any Director that it has appointed nominated by giving written notice to the other Party and the Board of the Joint Venture and to the other PartyVenture. If a seat vacancy on the Board is vacated due to arises because of the removal, retirement, resignation, illness, disability injury, disability, death or death of a Director or by the removal of such Director by the original appointing Partyfor any other reason, the Party which originally appointed nominated such Director shall appoint is entitled to nominate within sixty (60) days a successor to who shall serve for the remainder of such that Director's ’s term. Before the successor is appointed, the Party may request any of its remaining Directors to act as proxy. 14.1.7 The Directors nominated by each Party shall meet all the requirements and qualification under Chinese laws. Each director shall be an individual with experience in management and relevant expertise. 14.1.8 Under every circumstance (5) If either Party or except for the first Board has reason to believe that a Director has materially breached his/her duties as a Director (provided such breach appear to be supported by reasonable grounds as determined by a simple majority of the Directors), the nominating Party shall give prior written notice to the other Party and the Joint Venture of nomination, re-nomination, dismissing, replacement of any director and personal information of the replacement director. The Joint Venture shall record such information and report such change and information with relevant authorities. 14.1.9 In the case that a Party is no longer a stakeholder of the Joint Venture, it shall have the obligation to execute documents required by relevant authorities or has been convicted under laws for the purpose of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC law, dismissing the Board may remove the relevant Director immediately. Following any directors nominated by such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's termParty.

Formation of the Board. (1a) The Board of Directors shall be established on the highest authority date of registration of the Joint Venture. It shall discuss and determine all strategic business and financial issues and operational issues of the Joint Venture in accordance with the provisions of this Contract and the Articles of AssociationCompany. (2b) The Board shall consist of seven (7nine(9) DirectorsDirectors including the Chairman of the Board, three(3) of which two (2) whom shall be appointed by Party A, four (4three(3) shall be appointed by Party B, B and one (1three(3) shall be appointed by Party C. At the time this Contract is executed and when replacement Directors are appointedat any time a Director is appointed or removed, each Party shall provide written notice to the other Parties shall notify one another in writing of the names and addresses of its appointees, together with a brief curriculum vitae and a list of other official functions, if any, that the relevant appointees will concurrently carry out for the Joint Venture. Each Party shall cause the Directors appointed by it to perform the obligations specified in this Contract and as required under relevant PRC laws and regulationsor removed Directors. (3c) Directors In general, each Director shall each be appointed for terms a term of four (4) years, years and may serve consecutive terms if reappointed by the Party originally appointing such him. Each Director shall serve and may be removed by the Party who made that Director. (4) Any Party may, at any time with or without cause, remove and replace 's appointment. In the event a Director that it has appointed by written notice to the Joint Venture and to the other Party. If a seat on vacates the Board is vacated due to the through retirement, resignation, illness, disability or death of death, or in the event a Director or is removed by the removal of such Director by the original appointing PartyParty who originally appointed that Director, the Party which who originally appointed such that Director shall may appoint a successor to serve out the remainder of such departing Director's remaining term. (5d) If either Directors will serve without remuneration, but all reasonable costs incurred by the Directors in performance of their duties as members of the Board will be borne by the Company. (e) The Chairman of the Board shall be appointed by Party A. The Chairman of the Board shall be the legal representative of the Company. The Chairman will exercise his authority within the limits prescribed by the Board and in compliance with the Company Law of P.R. China and may not under any circumstance contractually bind the Company or otherwise take any action on behalf of the Company without prior approval of the Board. Whenever the Chairman of the Board is unable to perform his responsibilities for any reason, one Vice Chairman may be designated by the Chairman or the Board has reason to believe temporarily assume the Chairman's duties until the Chairman is able to resume his position as Chairman. (f) There shall be two Vice Chairmen, one appointed by Party B and one appointed by Party C. (g) The Company hereby indemnifies each Director against any claims arising from that a Director has materially breached his/her duties Director's action in his capacity as a Director (provided such breach appear to be supported by reasonable grounds as determined by a simple majority of the Directors)Company, or has been convicted except for such acts in violation of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC law, the Board may remove the relevant Director immediately. Following any such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's termcriminal laws.

Formation of the Board. (1) The Board shall be the highest authority of the Joint Venture. It shall discuss and determine all strategic business and financial issues and operational issues of the Joint Venture in accordance with the provisions of this Contract and the Articles of Association. (2a) The Board shall consist of seven nine (79) Directorsdirectors, three (3) of which two (2) whom shall be appointed by Party A, four one (41) of whom shall be appointed by Party B, B and one five (15) of whom shall be appointed by Party C. At the time this Contract is executed and when replacement Directors are each time a director is appointed, the Parties each Party shall notify one another in writing of to the other Parties the names and addresses of its appointees, together with a brief curriculum vitae and a list of other official functions, if any, that the relevant appointees will concurrently carry out for the Joint Venture. Each Party shall cause the Directors appointed by it to perform the obligations specified in this Contract and as required under relevant PRC laws and regulationsappointee(s). (3b) Directors In the event of any change in the ratio of ownership of the Parties of the registered capital of the Company (including as a result of an increase in the registered capital), the total number of directors and the number of directors appointed by each Party shall each be changed as necessary to reflect such change. The Board may by its decision increase or decrease the number of directors from time to time, subject to the requirements of PRC law. (c) Each director shall be appointed for terms a term of four (4) years, years and may serve consecutive terms if reappointed by the Party originally appointing such Director. (4) Any him. A director shall serve and may be removed at the pleasure of the Party may, at any time with or without cause, remove and replace a Director that it has which appointed by written notice to the Joint Venture and to the other Partyhim. If a seat on the Board is vacated due to by the retirement, resignation, illness, disability or death of a Director director or by the removal of such Director director by the original appointing PartyParty which originally appointed him, the Party which originally appointed such Director director shall appoint a successor to serve the remainder of out such Directordirector's term. (5d) If either A director selected by Party or C shall serve as the Chairman of the Board has and a director selected by Party A shall serve as Vice Chairman of the Board. The Chairman of the Board shall be the legal representative of the Company. Whenever the Chairman of the Board is unable to perform his responsibilities for any reason, another director as designated by the Chairman may temporarily represent him. The Chairman of the Board shall exercise his authority within the limits prescribed by the Board and may not under any circumstances contractually bind the Company or otherwise take any action on behalf of the Company without prior approval of the Board. (e) Subject to a decision by the Board, the Company shall indemnify the director against all claims and liabilities incurred by reason to believe that a Director has materially breached his/her duties of acting as a Director (provided such breach appear to be supported by reasonable grounds as determined by a simple majority director of the Directors)Company, except if incurred as a result of willful misconduct, gross negligence or has been convicted of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC law, the Board may remove the relevant Director immediately. Following any such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's termcriminal laws.

Formation of the Board. (1) The Board shall be the highest authority of the Joint Venture. It shall discuss management and determine all strategic business and financial issues and operational issues administration of the Joint Venture shall be vested in, and controlled by, the Board, which shall perform its duties in accordance with the provisions of this Contract and Contract, the Articles of AssociationAssociation and the laws of the PRC. (2) The Board shall consist of seven three (73) Directors, of which one (1) shall be appointed by Party A and two (2) shall be appointed by Party A, four (4) shall be appointed by Party B, and one (1) shall be appointed by Party C. B. At the time this Contract is executed and when replacement Directors are appointed, the Parties shall notify one another and the Joint Venture in writing of the names and addresses of its their respective appointees, together with a brief curriculum vitae and a list of other official functions, if any, that the relevant appointees will concurrently carry out for the Joint Venture. Each The parties agree that the number of directors appointed by each Party shall cause be adjusted proportionately for any material changes in the shareholdings of the Parties, and, specifically, the Parties hereby agree that if Party A’s Percentage Interest is less than 20% of the Registered Capital, Party A waives its rights under this Article 8.1 with respect to appointment of a director and agrees that Party B shall have the right to appoint all Directors appointed by it to perform of the obligations specified in this Contract and as required under relevant PRC laws and regulationsJoint Venture. (3) Each of the Parties shall cause their respective appointed Directors to take any and all actions that are necessary, in order to duly implement and comply with the provisions of this Contract and to duly implement and strictly comply with the decisions taken in compliance with the provisions contained in this Contract. The Parties shall take all reasonable measures to procure that their respective appointed Directors (i) abide by the laws of the PRC, this Contract and the Articles of Association, (ii) perform their duties and responsibilities faithfully, and (iii) protect the interests of the Joint Venture with such standard of care as a prudent person in a like position would use under similar circumstances. None of the Directors shall be allowed to use his/her position and office in the Joint Venture for personal gain, accept bribes, either by himself or with others, participate in any commercial competition by other persons against the Joint Venture, or engage in other activities detrimental to the interests of the Joint Venture. For the avoidance of doubt, nothing herein shall prohibit or restrict Directors appointed by Party B for serving as officers, directors or employees of Party B and its Affiliates and carrying out their duties in connection therewith. (4) Directors shall each be appointed for terms a term of four three (43) years, and may serve consecutive terms if reappointed by the Party originally appointing such Director. (45) Any Party may, at any time with or without cause, remove and replace a Director that it has appointed by written notice to the Joint Venture and to the other PartyParties. If a seat on the Board is vacated due to the retirement, resignation, illness, disability or death of a Director or by the removal of such Director by the original appointing Party, the Party which originally appointed such Director shall appoint a successor to serve the remainder of such Director's ’s term. (56) If either Party or the Board has reason to believe that a Director no longer has materially breached the legal capacity to perform his/her duties as a Director (provided such breach appear to be supported by reasonable grounds as loss of capacity is determined or accepted by a simple majority of the DirectorsBoard), or has been convicted of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC lawlaws of the PRC, the Board may remove the relevant such Director immediately. Following any such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's ’s term.

Formation of the Board. 7.1.1 The date of establishment of the Board of Directors shall be deemed to be the Establishment Date. 7.1.2 The Board of Directors initially shall be composed of thirteen (13) Directors of which six (6) shall be appointed by BRILLIANCE, six (6) shall be appointed by BMW, and one (1) Director shall be an independent Director first nominated by BMW and then mutually appointed by the Parties. The Parties agree that three (3) years after the Establishment Date the Board shall be the highest authority of the Joint Venture. It shall discuss and determine all strategic business and financial issues and operational issues of the Joint Venture in accordance with the provisions of this Contract and the Articles of Association. (2) The Board shall consist reduced to a total of seven (7) Directors, of which two three (23) Directors shall be appointed by BRILLIANCE, three (3) shall be appointed by Party A, four (4) shall be appointed by Party BBMW, and one (1) Director shall be an independent Director first nominated by BMW and then mutually appointed by the Parties. The independent Director shall be independent of BMW to the extent that the Director is not employed by BMW. If the ratio of the Parties’ contributions to the registered capital changes, the proportionate number of Directors shall change accordingly in accordance with applicable legal procedures. 7.1.3 The Chairman of the Board shall be appointed by BRILLIANCE and the Vice-Chairman by BMW. The Directors, Chairman and Vice-Chairman each shall have a term of office of three (3) years, and each shall be eligible for consecutive terms of office upon reappointment by the original appointing Party. 7.1.4 Any vacancy created in the Board of Directors shall be immediately filled by the Party C. At who originally appointed the absent Director. Any Party at any time this Contract may remove any Director appointed by such Party and appoint in lieu thereof any other person to serve the remainder of the removed Director’s term. Each Party shall notify the other Party, in writing, each time it appoints or replaces a Director. Except as provided in Article 7.1.2, neither Party shall be entitled to nominate any Director to the Board who is executed and when replacement Directors are appointednot in a relationship of employment with it or with its Affiliates. 7.1.5 The Chairman shall be the legal representative of the JV Company but the Chairman may not unilaterally take any action binding the JV Company without authorization of the Board. The Chairman shall exercise the functions in accordance with the provisions set forth in the Contract, the Parties shall notify one another in writing Articles of Association and the resolutions of the names and addresses Board. Whenever the Chairman of its appointeesthe Board cannot exercise his/her functions for any reason, together with a brief curriculum vitae and a list he/she shall authorize the Vice Chairman of other official the Board or, in the event the Vice-Chairman is not available, another Director, to represent the Chairman until the Chairman resumes his/her right or functions, if any, that the relevant appointees will concurrently carry out for the Joint Venture. or until a successor is appointed. 7.1.6 Each Party shall cause the Directors appointed by it to perform act at all times lawfully and in good faith with respect to all matters relating to the obligations specified in business of the JV Company and this Contract and as required under relevant PRC laws to any other contracts and regulations. (3) Directors agreements concluded pursuant to this Contract. A Party immediately shall each be appointed for terms of four (4) years, and may serve consecutive terms if reappointed by the Party originally appointing such Director. (4) Any Party may, at any time with or without cause, remove and replace discharge a Director that it has appointed to Board, upon discovery by written notice that Party that such Director has: violated this Contract, the Articles of Association or Articles 57 or 58 of the PRC Company Law or any other relevant PRC Laws; acted in bad faith or with gross negligence to the Joint Venture and to detriment of the JV Company; committed a crime; participated in corruption; or committed any other Party. If a seat on the Board is vacated due to the retirement, resignation, illness, disability or death act that would be sufficient for removal of a Director or by the removal of such Director by the original appointing Party, the Party which originally appointed such Director shall appoint a successor to serve the remainder of such Director's termdirector under PRC Laws. (5) If either Party or the Board has 7.1.7 The JV Company shall indemnify each Director against all claims and liabilities incurred by reason to believe that a Director has materially breached hisof him/her duties as being a Director (provided such breach appear to be supported by reasonable grounds as determined by a simple majority director of the Directors)JV Company, provided that the Director’s acts or has been convicted omissions giving rise to such claims or liabilities do not constitute intentional misconduct or gross negligence or a violation of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC law, the Board may remove the relevant Director immediately. Following any such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's termcriminal laws.

Formation of the Board. 7.1.1 The date of establishment of the Board of Directors shall be deemed to be the Establishment Date. 7.1.2 The Board of Directors initially shall be composed of thirteen (13) Directors of which six (6) shall be appointed by BRILLIANCE, six (6) shall be appointed by BMW, and one (1) Director shall be an independent Director first nominated by BMW and then mutually appointed by the Parties. The Parties agree that three (3) years after the Establishment Date the Board shall be the highest authority of the Joint Venture. It shall discuss and determine all strategic business and financial issues and operational issues of the Joint Venture in accordance with the provisions of this Contract and the Articles of Association. (2) The Board shall consist reduced to a total of seven (7) Directors, of which two three (23) Directors shall be appointed by BRILLIANCE, three (3) shall be appointed by Party A, four (4) shall be appointed by Party BBMW, and one (1) Director shall be an independent Director first nominated by BMW and then mutually appointed by the Parties. The independent Director shall be independent of BMW to the extent that the Director is not employed by BMW. If the ratio of the Parties’ contributions to the registered capital changes, the proportionate number of Directors shall change accordingly in accordance with applicable legal procedures. 15 CHINA EQUITY JOINT VENTURE CONTRACT 7.1.3 The Chairman of the Board shall be appointed by BRILLIANCE and the Vice-Chairman by BMW. The Directors, Chairman and Vice-Chairman each shall have a term of office of three (3) years, and each shall be eligible for consecutive terms of office upon reappointment by the original appointing Party. 7.1.4 Any vacancy created in the Board of Directors shall be immediately filled by the Party C. At who originally appointed the absent Director. Any Party at any time this Contract may remove any Director appointed by such Party and appoint in lieu thereof any other person to serve the remainder of the removed Director’s term. Each Party shall notify the other Party, in writing, each time it appoints or replaces a Director. Except as provided in Article 7.1.2, neither Party shall be entitled to nominate any Director to the Board who is executed and when replacement Directors are appointednot in a relationship of employment with it or with its Affiliates. 7.1.5 The Chairman shall be the legal representative of the JV Company but the Chairman may not unilaterally take any action binding the JV Company without authorization of the Board. The Chairman shall exercise the functions in accordance with the provisions set forth in the Contract, the Parties shall notify one another in writing Articles of Association and the resolutions of the names and addresses Board. Whenever the Chairman of its appointeesthe Board cannot exercise his/her functions for any reason, together with a brief curriculum vitae and a list he/she shall authorize the Vice Chairman of other official the Board or, in the event the Vice-Chairman is not available, another Director, to represent the Chairman until the Chairman resumes his/her right or functions, if any, that the relevant appointees will concurrently carry out for the Joint Venture. or until a successor is appointed. 7.1.6 Each Party shall cause the Directors appointed by it to perform act at all times lawfully and in good faith with respect to all matters relating to the obligations specified in business of the JV Company and this Contract and as required under relevant PRC laws to any other contracts and regulations. (3) Directors agreements concluded pursuant to this Contract. A Party immediately shall each be appointed for terms of four (4) years, and may serve consecutive terms if reappointed by the Party originally appointing such Director. (4) Any Party may, at any time with or without cause, remove and replace discharge a Director that it has appointed to Board, upon discovery by written notice that Party that such Director has: violated this Contract, the Articles of Association or Articles 57 or 58 of the PRC Company Law or any other relevant PRC Laws; acted in bad faith or with gross negligence to the Joint Venture and to detriment of the JV Company; committed a crime; participated in corruption; or committed any other Party. If a seat on the Board is vacated due to the retirement, resignation, illness, disability or death act that would be sufficient for removal of a Director or by the removal of such Director by the original appointing Party, the Party which originally appointed such Director shall appoint a successor to serve the remainder of such Director's termdirector under PRC Laws. (5) If either Party or the Board has 7.1.7 The JV Company shall indemnify each Director against all claims and liabilities incurred by reason to believe that a Director has materially breached hisof him/her duties as being a Director (provided such breach appear to be supported by reasonable grounds as determined by a simple majority director of the Directors)JV Company, provided that the Director’s acts or has been convicted omissions giving rise to such claims or liabilities do not constitute intentional misconduct or gross negligence or a violation of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC law, the Board may remove the relevant Director immediately. Following any such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's termcriminal laws.

Formation of the Board. (1a) The Board shall be formed on the highest authority of date the Joint Venture. It shall discuss and determine all strategic business and financial issues and operational issues of the Joint Venture in accordance with the provisions of this Contract and the Articles of Associationlicense is issued. (2b) The Board shall consist of seven five (75) Directorsdirectors, three (3) of which two (2) whom shall be appointed by Party A, four one (41) of whom shall be appointed by Party B, and one (1) of whom shall be appointed by Party C. At the time this Contract is executed C and when replacement Directors are appointed, the Parties shall notify one another in writing of the names and addresses of its appointees, together with a brief curriculum vitae and a list of other official functions, if any, that the relevant appointees will concurrently carry out for the Joint Venture. Each Party shall cause the Directors appointed by it to perform the obligations specified in this Contract and as required under relevant PRC laws and regulationsD jointly. (3c) Directors Each director shall each be appointed for terms a term of four three (43) years, years and may serve consecutive terms if reappointed re-appointed by the Party originally appointing such Director. (4) Any him/her. A director shall serve and may be removed at the pleasure of the Party may, at any time with or without cause, remove and replace a Director that it has appointed by written notice to the Joint Venture and to the other Partyhim/her. If a seat on the Board is vacated due to by the retirement, resignation, illness, disability or death of a Director director or by the removal of such Director director by the original appointing PartyParty which originally appointed him, the Party which originally appointed such Director director shall appoint a successor to serve the remainder of out such Directordirector's term. (5d) If either Party or The Chairman of the Board has reason of Directors (“Chairman”) shall be elected from the Directors by the mutual consultation of both Parties. The Chairman shall be the legal representative of the Company. Whenever the Chairman is unable to believe that perform his responsibilities for any reason, the Chairman shall designate another director to perform his responsibilities temporarily in accordance with this Contract and the Articles of Association. (e) The Party appointing a Director has materially breached director shall submit written notice of his appointment or removal to the other Parties. (f) Each director shall bear fiduciary responsibilities to the Company in accordance with applicable Laws and ethical policies as the Board may adopt. The directors shall serve without remuneration, but all reasonable costs, such as round-trip airplane tickets and reasonable accommodation incurred by the directors in the performance of duties assigned by the Board shall be borne by the Company in accordance with such policies and guidelines as the Board may adopt from time to time. (h) No director shall bear any personal liability for any acts performed in good faith in his/her duties capacity as a Director (provided director or as assigned by the Board, except for willful misconduct, and/or acts in violation of applicable laws or applicable ethical rules. Subject to the foregoing, the Company shall indemnify each director against any claims that may be brought against such breach appear to be supported by reasonable grounds director for acts performed in his capacity as determined by a simple majority director of the Directors), or has been convicted of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC law, the Board may remove the relevant Director immediately. Following any such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's termCompany.

Formation of the Board. (1) The Board shall be the highest authority of the Joint Venture. It shall discuss and determine all strategic business and financial issues and operational issues of the Joint Venture in accordance with the provisions of this Contract and the Articles of Association. (2) The Board shall consist of seven three (73) Directors, of which two (2) shall be appointed by Party A, four (4) shall be appointed by Party B, A and one (1) shall be appointed by Party C. B. At the time this Contract is executed and when replacement Directors are appointed, the Parties shall notify one another in writing of the names and addresses of its appointees, together with a brief curriculum vitae and a list of other official functions, if any, that the relevant appointees will concurrently carry out for the Joint Venture. Each Party shall cause the Directors appointed by it to perform the obligations specified in this Contract and as required under relevant PRC laws and regulations. (3) Directors shall each be appointed for terms of four (4) years, and may serve consecutive terms if reappointed by the Party originally appointing such Director. (4) Any Party may, at any time with or without cause, remove and replace a Director that it has appointed by written notice to the Joint Venture and to the other Party. If a seat on the Board is vacated due to the retirement, resignation, illness, disability or death of a Director or by the removal of such Director by the original appointing Party, the Party which originally appointed such Director shall appoint a successor to serve the remainder of such Director's term. (5) If either Party or the Board has reason to believe that a Director has materially breached his/her duties as a Director (provided such breach appear to be supported by reasonable grounds as determined by a simple majority of the Directors), or has been convicted of committing an act or omission constituting fraud, theft, embezzlement or other violations of relevant PRC law, the Board may remove the relevant Director immediately. Following any such removal, the Party that originally appointed the relevant Director shall appoint a successor to serve the remainder of such Director's term.