合营企业设董事会，其人数组成由合营各方协商，在合同、章程中确定，并由合营各方委派。董事会是合营企业的最高权力机构，决定合营企业的一切重大问题。董事长由合营各方协商确定或由董事会选举产生。董事长是合营企业法定代表人。董事长不能履行职责时，应授权其他董事代表合营企业。

An equity joint venture shall have a board of directors; the number of the directors thereof from each party and the composition of the board shall be stipulated in the contract and articles of association after consultation among the parties to the venture; such directors shall be appointed by the relevant parties. The highest authority of the joint venture shall be its board of directors, which shall decide all major issues concerning the joint venture. The chairman shall be determined through consultation 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. Should the chairman be unable to perform his duties, he shall authorize another director to represent the joint venture.

董事会会议由董事长负责召集并主持。董事会会议应当有2/3以上董事出席方能举行。董事不能出席的，可以出具委托书委托他人代表其出席和表决。董事会会议应用中文和英文作详细记录，并在会议结束后14日内送交每位董事，由出席董事会会议的各位董事签字确认。

The board meeting shall be called and presided over by the chairman of the board. A board meeting requires a quorum of over two-thirds of the directors. Should a director be unable to attend, he may make a proxy authorizing someone else to represent him and vote in his stead. Detailed minutes of the board meeting shall be prepared in Chinese and English and shall be delivered to each director within fourteen days of the conclusion of the meeting to be signed and confirmed by each of the directors who attended the board meeting.