合營企業設董事會，其人數組成由合營各方協商，在合同、章程中確定，并由合營各方委派。董事會是合營企業的最高權力機構，決定合營企業的一切重大問題。董事長由合營各方協商確定或由董事會選舉產生。董事長是合營企業法定代表人。董事長不能履行職責時，應授權其他董事代表合營企業。

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.

董事會會議由董事長負責召集并主持。董事會會議應當有2/3以上董事出席方能舉行。董事不能出席的，可以出具委托書委托他人代表其出席和表決。董事會會議應用中文和英文作詳細記錄，并在會議結束后14日內送交每位董事，由出席董事會會議的各位董事簽字確認。

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.