dissolution or change of corporate form shall be adopted by shareholders representing two thirds or more of the voting rights.

第四十四条 有限责任公司设董事会，其成员为三人至十三人；但是，本法第五十条另有规定的除外。

Article 44: A limited liability company shall have a board of directors of three to 13 members, unless otherwise stipulated in Article 51 hereof.

两个以上的国有企业或者两个以上的其他国有投资主体投资设立的有限责任公司，其董事会成员中应当有公司职工代表；其他有限责任公司董事会成员中可以有公司职工代表。董事会中的职工代表由公司职工通过职工代表大会、职工大会或者其他形式民主选举产生。

In a limited liability company invested in and established by two or more State-owned enterprises or two or more other State-owned investment entities, the members of the board of directors shall include representatives of the staff and workers of the company. In other limited liability companies, the members of the board of directors may include representatives of the staff and workers of the company. Representatives of staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers’ congress, the staff and workers’ general meeting or other ways.

董事会设董事长一人，可以设副董事长。董事长、副董事长的产生办法由公司章程规定。

A board of directors shall have one chairman of the board and may have vice-chairmen of the board. The method of appointment of the chairman and vice-chairman (or vice-chairmen) of the board shall be specified in the articles of association of the company.

第四十五条 董事任期由公司章程规定，但每届任期不得超过三年。董事任期届满，连选可以连任。

Article 45: The term of office of directors shall be specified in the articles of association of the company but each term may not exceed three years. If re-elected upon expiration of his term of office, a director may serve consecutive terms.

董事任期届满未及时改选，或者董事在任期内辞职导致董事会成员低于法定人数的，在改选出的董事就任前，原董事仍应当依照法律、行政法规和公司章程的规定，履行董事职务。

If no new director is elected in time upon expiration of the term of office of a director, or if a director resigns during his term of office, resulting in the number of members

of the board of directors falling below the statutory number, the original director shall perform his duties as director according to the provisions of laws, administrative regulations and the articles of association of the company before a newly elected director takes office.

第四十六条 董事会对股东会负责，行使下列职权：

Article 46: The board of directors shall be accountable to the board of shareholders, and shall exercise the following functions and powers:

(一)召集股东会会议，并向股东会报告工作；

(I) to convene the general meeting and to report on its work to the board of shareholders;

(二)执行股东会的决议；

(II) to implement the resolutions of the general meeting;

(三)决定公司的经营计划和投资方案；

(III)to decide on the business plans and investment plans of the company;

(四)制订公司的年度财务预算方案、决算方案；

(IV)to formulate the company's proposed annual financial budgets and final accounts;

(五)制订公司的利润分配方案和弥补亏损方案；

(V) to formulate the company’s profit distribution plans and plans for making up losses;

(六)制订公司增加或者减少注册资本以及发行公司债券的方案；

(VI)to formulate plans for the company’s increase or reduction of the registered capital or for the issuance of corporate;

(七)制订公司合并、分立、解散或者变更公司形式的方案；

(VII) to formulate plans for the merger, division, dissolution or change of corporate form of the company;

(八)决定公司内部管理机构的设置；

(VIII) to decide on the establishment of the company's internal management organization;

(九)决定聘任或者解聘公司经理及其报酬事项，并根据经理的提名决定聘任或者解聘公司副经理、财务负责人及其报酬事项；

(IX)to decide on the employment or dismissal of the manager of the company and his remuneration, and to decide on the employment or dismissal of the deputy manager(s) and person(s) in charge of financial affairs of the company according to the recommendations of the manager and on their remuneration;

(十)制定公司的基本管理制度；

(X) to formulate the basic management system of the company; and

(十一)公司章程规定的其他职权。

(XI)other functions and powers specified in the articles of association of the company.

第四十七条 董事会会议由董事长召集和主持；董事长不能履行职务或者不履行职务的，由副董事长召集和主持；副董事长不能履行职务或者不履行职务的，由半数以上董事共同推举一名董事召集和主持。

Article 47: Meetings of the board of directors shall be convened and presided over by the chairman of the board. If the chairman of the board is unable to or does not perform his duty, the meeting shall be convened and presided over by the vice-chairman of the board. If the vice-chairman of the board is unable to or does not perform his duty, the meeting shall be convened and presided over by a director jointly designated by more than half of the directors.

第四十八条 董事会的议事方式和表决程序，除本法有规定的外，由公司章程规定。

Article 48: The method of deliberation and voting procedures of the board of directors shall be specified in the articles of association of the company, except where stipulated herein.

董事会应当对所议事项的决定作成会议记录，出席会议的董事应当在会议记录上签名。

The board of directors shall keep minutes of its decisions on the matters under its consideration. The directors present at the meeting shall sign the minutes of the meeting.

董事会决议的表决，实行一人一票。

When voting on a resolution of the board of directors, each director present at the meeting shall have one vote.

第四十九条 有限责任公司可以设经理，由董事会决定聘任或者解聘。经理对董事会负责，行使下列职权：

Article 49: A limited liability company may have a manager, who shall be employed or dismissed by the board of directors. The manager shall be accountable to the board of directors and shall exercise the following functions and powers:

(一)主持公司的生产经营管理工作，组织实施董事会决议；

(I) to be in charge of the production, operation and management of the company, and to organize the implementation of the resolutions of the board of directors;

(二)组织实施公司年度经营计划和投资方案；

(II) to organize the implementation of the annual business plans and investment plans of the company;

(三)拟订公司内部管理机构设置方案；

(III)to draft the plan for the establishment of the company's internal management organization;

(四)拟订公司的基本管理制度；

(IV)to draft the basic management system of the company;

(五)制定公司的具体规章；

(V) to formulate the specific rules and regulations of the company;

(六)提请聘任或者解聘公司副经理、财务负责人；

(VI)to request the employment or dismissal of the deputy manager(s) and person(s) in charge of financial affairs of the company;

(七)决定聘任或者解聘除应由董事会决定聘任或者解聘以外的负责管理人员；

(VII) to decide on the employment or dismissal of management personnel other than those to be employed or dismissed by the board of directors; and