Common use of Functions and Powers of the Board Clause in Contracts

Functions and Powers of the Board. (a) The Board shall be the highest authority of the Company, and shall direct the overall management, supervision and control of the business of the Company; provided that the Board shall delegate certain of its authority over day-to-day operational and managerial matters to the General Manager as set forth in Section 10.2. The resolutions of the Board shall be adopted in accordance with this Contract, the Articles of Association and applicable Law. (b) Decisions with respect to the following matters shall require the unanimous approval of all directors present and voting in person or by proxy at a duly convened meeting of the Board or by unanimous written resolution of all of the members of the Board: (i) increases or decreases in the Registered Capital or any Transfer of either Party’s Equity Interest; (ii) merger with other companies, division of the Company or change in the form of organization of the Company; (iii) suspension of the business operations of the Company, termination or dissolution of the Company or extension of the TV Term; and (iv) amendment of the Articles of Association. (c) Affirmative vote of at least four (4) or more directors, present at a duly convened meeting of the Board or a written resolution signed and approved by at least four (4) or more of the members of the Board shall be required before any decision is made concerning the following matters: (i) any transaction between the Company and a related party of Party A or Party B; (ii) determination of the Company’s strategy, development direction and short-term and long-term development plans; (iii) determination and amendment of the Company’s Business Plans and financial budgets; (iv) entering into an amendment of any Relevant Contract to which the Company is a party; (v) appointment of the General Manager, Deputy General Manager, Internal Audit Manager, Sales Manager, the Finance Manager and the Plant Manager, and determination of the terms of employment and remuneration polity of all the Senior Management Staff; (vi) determination of the engagement and dismissal, performance evaluation, remuneration policy and other matters related to the Independent Auditor; (vii) determination of the wages and welfare policies of the Company’s employees and adoption of the annual human resource recruitment plan formulated by the General Manager; (viii) determination of the entering into, revision or termination of any business contract of a value greater than or equal to US$ 250,000, to which the Company is a party and which is not included as part of the Business Plan; (ix) determination of the amount and timing to allocate funds to, or draw funds from, the employee bonus and welfare fund, the enterprise expansion fund and reserve fluid (collectively, the “Three Funds”) set forth in Section 11.7; (x) determination of the entering into, revision or termination of any agreement with respect to or that includes any provision with respect to any loan or guarantee not covered by the annual development plan or the Business Plan adopted by the Board; (xi) approval of the purchase, disposal or expenditure of the Company’s assets that are not included in (1) the regular business of the Company; or (2) the annual Business Plan approved by the Board; (xii) granting of any license and the terms of any such license to any entity of the Company Technology, other than a license to Party B or its Affiliates of the Company Technology pursuant to the Technology License and Support Contract; and (xiii) authorization of the Training Programs, which programs shall be presented to the Board by the management representatives of Party B and which shall incorporate training for the senior management team and for some levels below senior management; and shall include training sessions in the US as well as having Party B’s trainers visiting and teaching the Training Programs in China. The Company shall be responsible for all costs of the Training Programs and the Board shall approve the Training Programs and the budget thereof. (d) The Board shall establish a bid committee (“Bid Committee”) comprising of four (4) persons, two (2) of whom shall be appointed by Party A and two (2) by Party B. The Bid Committee shall solicit bids for all of the building equipment for the Company and shall make recommendations to the Board on whether or not to accept the bids obtained, whereupon the Board shall approve such bids based on the unanimous recommendation of the Bid Committee. The General Manager shall have the right to participate in all meetings of the Bid Committee but only as a non-voting participant.

Functions and Powers of the Board. (a) The Board shall be the highest authority of the Company, and shall direct the overall management, supervision and control of the business of the Company; provided that the Board shall delegate certain of its authority over day-to-day operational and managerial matters to the General Manager as set forth in Section 10.2. The resolutions of the Board shall be adopted in accordance with this Contract, the Articles of Association and applicable Law. (b) Decisions with respect to the following matters shall require the unanimous approval of all directors present and voting in person or by proxy at a duly convened meeting of the Board or by unanimous written resolution of all of the members of the Board: (i) increases or decreases in the Total Investment and/or Registered Capital or any Transfer of either Party’s Equity Interestequity interest in the Company; (ii) merger with other companies, division of the Company or change in the form of organization of the Company; (iii) suspension of the business operations of the Company, termination or and dissolution of the Company or extension of the TV JV Term; and; (iv) amendment of the Articles of Association.; (c) Affirmative vote of at least four (4) or more directors, present at a duly convened meeting of the Board or a written resolution signed and approved by at least four (4) or more of the members of the Board shall be required before any decision is made concerning the following matters: (iv) any transaction between the Company and a related party of Party A or Party Bits Affiliate; (iivi) determination of the Company’s strategy, development direction and short-term and or long-term development plans; (iiivii) determination and amendment of the Company’s Business Plans and financial budgets; (ivviii) entering into an making any amendment of to any Relevant Contract to which the Company is a party; (vix) appointment or dismissal of any member of the General Manager, Deputy General Manager, Internal Audit Manager, Sales Manager, the Finance Manager and the Plant Manager, Senior Management Staff and determination of the terms of employment and remuneration polity of all members of the Senior Management Staff; determination of the compensation package for each of the expatriates seconded by Party B to work in the Company; (vix) determination of the engagement and dismissal, performance evaluation, remuneration policy and other matters related to the Independent Auditor; (viixi) determination of the wages and welfare policies of for the Company’s employees and adoption of the annual human resource resources recruitment plan formulated by the General Manager; (viiixii) determination of the entering into, revision or termination of any business contract of a value greater than or equal to US$ 250,000US$200,000, to which the Company is a party and which is not included as part of the Business Plan; (ixxiii) determination of the amount and timing to allocate funds to, or draw funds from, of allocation and use of the employee bonus reserve fund and welfare fund, the enterprise expansion fund and reserve fluid (collectively, the “Three JV Funds”) set forth in Section 11.7); (xxiv) determination of the entering into, revision or termination of any agreement with respect to providing for any lending or that includes any provision with respect to any loan borrowing or guarantee or any other security not covered by the annual development plan or the Business Plan adopted approved by the Board; (xixv) approval of the purchase, disposal or expenditure of the Company’s assets that are not included in (1) the regular ordinary course of business of the Company; Company or (2) the annual Business Plan approved by the Board; (xiixvi) granting approval of the authorizations to the Chairman, the Vice Chairman and the General Manager; (xvii) examination and approval of the organizational structure of the Company, including the setup and function of departments within the Company; (xviii) approval of investment in any other entity or establishment of any license branch or other place of business; (xix) approval of rules and the terms of any such license to any entity regulations of the Company Technology, other than a license to Party B or its Affiliates of formulated by the Company Technology pursuant to the Technology License and Support ContractGeneral Manager; and (xiiixx) authorization any other matters that are specified in other parts of the Training Programs, which programs shall be presented to this Contract or are decided by the Board by the management representatives of Party B and which shall incorporate training for the senior management team and for some levels below senior management; and shall include training sessions in the US as well as having Party B’s trainers visiting and teaching the Training Programs in China. The Company shall be responsible for all costs of the Training Programs and Directors from time to time to require the Board shall approve the Training Programs and the budget thereofapproval. (dc) The Board shall establish a bid committee (the “Bid Committee”) comprising of four (4) persons, two (2) of whom shall be appointed by Party A and two (2) by Party B. The Bid Committee shall solicit bids for all equipment required for the production and operation of the building equipment for Company based upon the Company requirements and specifications set by Party B and shall make recommendations to the Board on whether or not to accept the bids a bid obtained, whereupon the Board shall approve such bids based on the unanimous recommendation of the Bid Committee. The General Manager shall have the right to participate in all meetings of the Bid Committee but only as a non-voting participantparticipant unless he or she is also a member of the Bid Committee.

Functions and Powers of the Board. (a) The Board shall be the highest authority of the Company, and shall direct the overall management, supervision and control of the business of the Company; provided that the Board shall delegate certain of its authority over day-to-day operational and managerial matters to the General Manager as set forth in Section 10.29.2. The resolutions of the Board shall be adopted in accordance with this Contract, the Articles of Association and applicable Law. (b) Decisions with respect to the following matters shall require the unanimous approval of all directors present and voting in person or by proxy at a duly convened meeting of the Board or by unanimous written resolution of all of the members of the Board: (i) increases or decreases in the Registered Capital or any Transfer of either Party’s Equity Interest; (ii) merger with other companies, division of the Company or change in the form of organization of the Company; (iii) suspension of the business operations of the Company, termination or dissolution of the Company or extension of the TV JV Term; and (iv) amendment of the Articles of Association. (c) Affirmative vote of at least four (4) or more directors, present at a duly convened meeting of the Board or a unanimous written resolution signed and approved by at least four (4) or more of all of the members of the Board shall be required before any decision is made concerning the following matters: (i) any transaction between the Company and a related party of Party A or Party B; (ii) determination of the Company’s strategy, development direction and short-term and long-term development plansplans within the approved Business Scope of the Company; (iii) determination and amendment of the Company’s Business Plans and financial budgetsAnnual Plan (as defined herein); (iv) examination and determination of the Company’s basic management system proposed by the General Manager; (v) entering into an amendment of any Relevant Contract to which the Company is a party; (vvi) in accordance with Section 9.3, appointment or dismissal of Senior Management Staff pursuant to nomination by the General Manager, Deputy General Manager, Internal Audit Manager, Sales Manager, the Finance Manager and the Plant Manager, Parties and determination of the terms of employment and remuneration polity policy of all the Senior Management Staff; (vivii) determination of the engagement and dismissal, performance evaluation, remuneration policy and other matters related to the Independent Auditor; (viiviii) determination of the wages and welfare policies of the Company’s employees and adoption of the annual human resource recruitment plan formulated by the General Manager; (viiiix) determination of the establishment of bank accounts within or outside the PRC or the development of any financial or banking relationships; (x) determination of the entering into, revision or termination of any business contract of a value greater than or equal to US$ 250,000, to which the Company is a party and which with a value greater than or equal to US$1,000,000, if such contract is not included as part within the scope of the Business Annual Plan, or greater than or equal to US$10,000, if such contract is outside the scope of the Annual Plan; (ixxi) determination of the amount and timing to allocate funds to, or draw funds from, the employee bonus and welfare fund, the enterprise expansion fund and reserve fluid fund (collectively, the “Three Funds”) set forth in Section 11.710.8; (xxii) determination of the entering into, revision or termination of any agreement with respect to or that includes any provision with respect to any loan or guarantee not covered by the annual development plan or the Business Plan financial plan adopted by the Board; (xixiii) approval of the purchase, disposal or expenditure of the Company’s assets that are not included in (1) the regular business of the Company; or (2) the annual Business Plan approved by the Board; (xii) granting of any license and the terms of any such license to any entity of the Company Technology, other than a license to Party B or its Affiliates of the Company Technology pursuant to the Technology License and Support Contract; and (xiii) authorization of the Training Programs, which programs shall be presented to the Board by the management representatives of Party B and which shall incorporate training for the senior management team and for some levels below senior management; and shall include training sessions in the US as well as having Party B’s trainers visiting and teaching the Training Programs in China. The Company shall be responsible for all costs of the Training Programs and the Board shall approve the Training Programs and the budget thereof. (d) The Board shall establish a bid committee (“Bid Committee”) comprising of four (4) persons, two (2) of whom shall be appointed by Party A and two (2) by Party B. The Bid Committee shall solicit bids for all of the building equipment for the Company and shall make recommendations to the Board on whether or not to accept the bids obtained, whereupon the Board shall approve such bids based on the unanimous recommendation of the Bid Committee. The General Manager shall have the right to participate in all meetings of the Bid Committee but only as a non-voting participant.or