SECTION THREE BOARD OF DIRECTORS; MANAGER

　　Article 112 A joint stock company limited shall have a board of directors with five to 19 members.

　　The board of directors shall be responsible to the meetings of shareholders and exercise the following powers:

　　1. To convene meetings of shareholders and report work to the meeting.

　　2. To carry out the resolutions passed by the meetings of shareholders.

　　3. To decide on the operational and investment plans.

　　4. To formulate the company's annual financial budget and final accounts.

　　5. To formulate plans for profit distribution and recovery of losses.

　　6. To formulate plans for increasing or decreasing registered capital of the company and the plan for issuing bonds.

　　7. To draft plans for merger, division, or dissolution of the company.

　　8. To decide on the organizational setup of the company.

　　9. To appoint or replace manager (general manager) of the company (hereinafter referred to as "manager"), appoint or replace deputy managers and financial officers of the company according to the recommendation by the manager and decide on their remunerations.

　　10. To formulate the basic management systems of the company.

　　Article 113 The board of directors shall have a chairman and one or two vice-chairmen. The chairman and vice-chairmen shall be elected by majority vote of directors.

　　Article 114 The chairman of the board shall be exercise the following powers;

　　1. To preside over the meeting of shareholders and convene and preside over the meetings of the board of directors;

　　2. To examine the implementation of the resolutions adopted by the board of directors;

　　3. To sign on shares and bonds issued by the company.

　　Vice-chairmen of the board shall assist the chairman of the board in his(her) work. If the chairman of the board is unable to perform his(her) duties, he(she) shall designate a vice-chairman to act in his(her) behalf.

　　Article 115 The term of office for the chairman of the board of directors shall be provided for in the articles of association, but each term of office shall not exceed three years. The chairman of the board of directors may serve another term of office upon reelection after expiration of the former term.

　　The shareholders meeting may not without reason remove a director from office before the term of office of the director expires.

　　Article 116 The meeting of the board of directors shall be held at least twice a year. All the directors shall be notified of the meeting 10 days before the meeting.

　　For an interim meeting, the method of notification and the time limited for the notification may be formulated separately.

　　Article 117 A meeting of the board of directors shall be held only if half of the directors present and resolutions to the board require the approval of more than half of all directors.

　　Article 118 The directors shall attend the meeting of board of directors in person. If a director is unable to attend a meeting for some reasons, he(she) may appoint another director by a written power of attorney to attend the meeting on his(her) behalf. The power of attorney shall set out the scope of the authorization.

　　The board of directors shall keep minutes of meetings on the decisions on matters discussed and the directors present at the meetings and the person who records the minutes shall sign the minutes of meetings.

　　Directors shall bear the responsibilities for the resolutions adopted at the meeting of the baord of directors. If the resolutions adopted at the board meeting have violated the law, administrative decrees, or the articles of association and incurred serious losses to the company, the directors that participate in the resolution are liable to compensate the company. But if a director can be proven expressly objecting to the resolutions and that the objection had been recorded in the minutes of meetings, the director per se may be exempt from the responsibilities.

　　Article 119 A joint stock company limited shall have a manager, subject to the appointment or dismissal by the board of directors. The manager shall be responsible to the board of directors and exercise the following powers:

　　1. To be in charge of the company's production and operation and organize the implementation of the decisions of the board of directors.

　　2. To organize the implementation of the annual operational and investment plans of the company.

　　3. To draft the internal organizational setup plan.

　　4. To draft the basic management system of the company.

　　5. To formulate specific rules and regulations of the company.

　　6. To propose the appointment or dismissal of deputy managers and financial officers.

　　7. To appoint or dismiss management personnel other than those whose appointment or dismissal shall be decided upon by the board of directors.

　　8. Other powers granted by the articles of association and the board of directors.The manager shall attend the meeting of the board of directors as a non-voting member.

　　Article 120 The board of directors may authorize its chairman to exercise part of the powers of the board when the meeting of the board is not in session.

　　Article 121 In considering the wages, welfare of the workers and safe production, labor protection and labor insurance and other issues concerning the personal interests of staff and workers, the company should first of all solicit and consider opinions of the trade union and the workers of the company and invite representatives of the trade union or workers to attend the relevant meetings as observes.

　　Article 122 In considering and deciding on major issues concerning the operation of the company and in formulating major rules and regulations, the company should solicit and consider opinions and suggestions of the trade union or workers of the company.

　　Article 123 Directors and manager of a company shall abide by the provisions of the articles of association, faithfully perform their duties, protect the interests of the company and may not exploit their positions and powers to seek personal gains.

　　The provisions of Article 57 through Article 63 on persons not eligible for serving as directors and managers and about the obligations and liabilities of directors and managers also apply to directors and managers of joint stock companies limited.