6.6 Implementation 6.6 执行
In formulating and implementing the Business Plan, the Board shall explore all available business models and ways of structuring and developing the Business to maximise the economic benefits to the Parties.
为制订和执行业务计划，董事会应本着使双方利润最大化的原则，考虑所有可供选择的商业模式以及安排和开展合营业务的方式。
6.7 Pre-Establishment Approvals 6.7 设立批文
Party A shall[, and Party B shall use its reasonable endeavours to assist Party A to] obtain, in a timely manner, all necessary Pre-Establishment Permits required for the establishment of the Company and any Additional Permits needed for the conduct of the Business.
甲方应[乙方应以合理的努力协助甲方]及时地取得所有设立合营公司必要的设立批文和从事合营业务必须的后续批文。
6.8 Procedures for Pre-Establishment Approvals 6.8 设立批准的程序
[Without limiting the generality of Article 6.7,] Party A shall[, and Party B shall use its reasonable endeavours to assist Party A to,] obtain the following Pre-Establishment Permits on or prior to the Business Licence Issuance Date:
在不影响第6.7 条的普遍适用性的前提下，甲方应[，乙方应以合理的努力协助甲方]在营业执照颁发日或之前取得下列设立批文，包括：
(a) approval of the project proposal and feasibility study report for the [Phase I] Business; (a) 批准[一期]业务的项目建议书和可行性研究报告；
(b) approval of this Contract and the Articles; (b) 批准本合同和合营公司章程；
(c) approval of the other Ancillary Contracts (where required by Applicable Laws to be approved at the same time as the foregoing);
(c) 批准其他附属合同（如果依照相关法律要求，应与前述各项同时获得批准）；
(d) [a State owned asset valuation by the Independent Appraiser of the non-cash assets to be
contributed by way of capital contribution in kind by Party A and adjusted where and to the extent permitted by Applicable Laws as agreed by the Parties;
(d) [由独立评估师对甲方出资的非现金国有资产进行评估，并经双方协商一致，在相关法律允许的范围内对可调整之处进行调整；
(e) SASAC's or MOF's confirmation of the record filing of such valuation of such capital contribution by Party A to the registered capital of the Company;] and
(e) 国资委或商务部对甲方在合营公司中出资的评估报告予以备案的确认函；
(f) the Business Licence. (f) 营业执照。
6.9 Ancillary Contracts and Post-Establishment Additional Permits 6.9 附属合同和设立后的后续批文
Promptly following the Business License Issuance Date, the Parties shall procure the Company to enter into such of the Ancillary Contracts to which it is a Party.
在营业执照颁发日之后，双方应及时促使合营公司签署其为当事人一方的附属合同。
After the Business Licence Issuance Date, the Parties shall use their best endeavours to procure that the Company shall promptly apply for and obtain the Additional Permits.
在营业执照颁发日之后，双方应尽力促使合营公司及时申请并获得后续批文。
6.10 Amendments to and Additional Permits 6.10 后续批文的修改
The Parties shall procure that the Company shall, throughout the Term, apply for and obtain all necessary amendments to the Pre-Establishment Permits set out in Article 6.8 and the Additional Permits set out in Article 6.9 as well as any new licenses, permits, approvals and registrations as may be needed for the conduct of the Business from time to time.
在合营期限内，如果开展合营业务有需要，双方应促使合营公司申请并获得所有对于第6.8条列明的设立批文和第6.9 条列明的后续批文的必要修改文本，以及其他任何执照、许可证、批准和登记。
6.11 Maintaining Permits in Force 6.11 批文效力的维持
The Parties shall procure that throughout the Term, the Company shall take all steps, and do all things needed to maintain in full force and effect all Permits obtained for its establishment, valid existence and conduct of the Business.
双方应促使合营公司在合营期限内采取所有必要措施，实施所有行为以维持合营公司设立、有效存续及从事合营业务而取得的所有批文的完整效力。
6.12 Submission of Approval Documents 6.12 文件提交前的认可
Each Party shall procure that all documents to be submitted to any relevant government authority in connection with the obtaining of Permits [or Additional Permits] by the Company shall be approved in writing by the other Party prior to submission.
各方应确保为使合营公司取得设立批文或后续批文而提交给有关政府机关的所有文件中，在提交之前应得到另一方书面认可。
6.13 Correspondence relating to Approvals 6.13 与批文相关的交流
Each Party shall procure that all correspondence between it and any relevant government authority in connection with the obtaining of Permits by the Company or the establishment and operation of the Company shall be copied to the other Party within [three (3)] Business Days after dispatch by the party or receipt from a relevant government authority (as the case may be). 各方应确保与合营公司取得设立批文或后续批文有关的或合营公司设立及开展合营业务有关的一方与任何相关政府机关的交流，应在一方发出文件或收到相关政府机关文件（以适用者为准）后[三（3）]个工作日内复制并抄送给另一方。
6.14 Visits to Government Authorities 6.14 访问政府机关
Each Party shall be entitled to participate in all formal scheduled visits to, and discussions and telephone conferences with, any relevant government authority in connection with the obtaining of Permits by the Company or the establishment and operation of the Company.
各方有权参加与合营公司取得设立批文或后续批文有关或与合营公司设立及经营有关的所有经正式安排的对相关政府机关的访问、或与之磋商及电话会议。
Each Party shall provide the other Party with a written report of any informal contacts with any relevant government authority in connection with establishment and operation of the Company or the obtaining of Permits by the Company within three [3] Business Days after such contact. 各方应在与相关政府机关进行与合营公司设立及经营有关或与取得相关批文有关的任何非正式接触后三个工作日内向另一方提交有关该非正式接触的书面报告。
7. RESPONSIBILITIES OF THE PARTIES 7. 双方负责的事宜 7.1 Responsibilities of Party A 7.1 甲方负责的事宜
In addition to its other obligations under this Contract, Party A shall have the following responsibilities:
除履行其在本合同项下的其他义务外，甲方还应负责以下事宜：
(a) assist in obtaining the relevant Permits, and approvals and registrations required in respect of the Ancillary Documents (if any), and promptly and in any event within [three(3)] Business Days provide to Party B and (following establishment) the Company all documents received by Party A from any government department in respect of any Permits and/or any of the Ancillary Contracts or otherwise in relating to the establishment, operations or business of the Company; (a) 协助取得相关批文和附属文件所需的批准及登记（如有），及时（但无论如何在[三（3）]个工作日内）向乙方和合营公司（在其成立后）提供其就上述事宜从相关政府机关获得的函件以及其他与合营公司的成立、经营或合营业务有关的文件；
(b) assist in obtaining amendments to, or renewals of, any of the Permits as required by the Business from time to time;
(b) 协助合营公司取得其开展业务过程中不时需要的相关批文修改文本或更新文本；
(c) make its contribution to the registered capital of the Company as provided in Article 5.4 hereof; (c) 按照本合同第5.4 条的规定缴付所认缴的合营公司的注册资本：
(d) promptly following the Business License Issuance Date, sign and perform each Ancillary Contract to which it is a party (if any) and cause each of its Affiliates to sign and perform each Ancillary Contract to which such Affiliate is a party (if any);
(d) 在营业执照颁发日之后，及时签署并履行该方为当事人一方的附属合同（如有），并且促使其每一关联机构签署并履行该关联机构为当事人一方的附属合同（如有）；
(e) handle other matters entrusted to it pursuant to separate written agreement entered into by the Company and Party A from time to time.
(e) 根据另行签署的书面协议处理合营公司不时委托的其他事宜。
7.2 Responsibilities of Party B 7.2 乙方负责的事宜
In addition to its other obligations under this Contract, Party B shall have the following responsibilities:
除履行其在本合同项下的其他义务外，乙方还应负责以下事宜：
(a) make its contribution to the registered capital of the Company as provided herein;
(a) 按照本合同的规定缴付所认缴的合营公司的注册资本；
(b) promptly following the Business License Issuance Date, sign and perform each Ancillary Contract to which it is a party (if any) and cause each of its Affiliates to sign and perform each Ancillary Contract to which such Affiliate is a party (if any);
(b) 在营业执照颁发日之后，及时签署并履行该方为当事人一方的附属合同（如有），并且促使其每一关联机构签署并履行该关联机构为当事人一方的附属合同（如有）；
(c) handle other matters entrusted to it pursuant to separate written agreement entered into by the Company and Party B from time to time.
(c) 根据另行签署的书面协议处理合营公司不时委托的其他事宜。
8. BOARD OF DIRECTORS 8. 董事会
8.1 Formation of the Board 8.1 董事会的成立
(a) The Board shall be formed on the Business License Issuance Date. (a) 董事会于合营公司营业执照颁发日成立。
(b) The Board shall consist of [total number of directors] directors, [number of Party A directors] of whom shall be appointed by Party A and [number of Party B directors] of whom shall be appointed by Party B.
(b) 董事会由[ ]名董事组成，其中[ ]名董事由甲方委派，[ ]名董事由乙方委派。
(c) Each director shall be appointed for a term of three (3) years and may serve consecutive terms if re-appointed by the Party originally appointing him.
(c) 每一名董事任期三（3）年，经原委派方重新委派可以连任。
A director shall serve and may be removed at the pleasure of the Party that appointed him. 某一董事的委派方可以自行决定更换该名董事。
If a seat on the Board is vacated by the retirement, resignation, illness, disability or death of a director or by the removal of such director by the Party which originally appointed him, the Party which originally appointed such director shall appoint a successor to serve out such director's term. 如果因为某一董事退休、辞职、生病、丧失行为能力或死亡，或者某一董事的原指派方将其撤换而导致该职位空缺，原委派该董事的一方应委派一位继任董事，其任期为该董事任期内剩下的时间。
(d) A director appointed by [Party appointing COB] shall serve as the Chairman of the Board (“Chairman”) and a director appointed by *Party appointing VCOB+ shall serve as Vice Chairman of the Board (“Vice Chairman”). The Chairman shall be the legal representative of the Company. (d) 董事长（“董事长”）由[ 方]委派的一位董事担任，副董事长（“副董事长”）由[ 方]委派的一位董事担任。董事长为公司的法定代表人。
Whenever the Chairman is unable to perform his responsibilities for any reason, the Chairman shall designate the Vice Chairman [or another director] to perform his responsibilities temporarily in accordance with this Contract and the Articles of Association.
当董事长因任何原因无法履行其职责时，董事长应依照本合同以及公司章程的规定指定副董事长[或另一名董事]临时履行其职责。
(e) Directors appointed by a Party shall be individuals of high integrity with appropriate experience as senior business managers, professionals, government officials or other similar qualifications. Directors shall also satisfy all qualification requirements under Applicable Laws, including those requirements set out in the PRC Company Law. The Party appointing a director shall submit written notice of his appointment or removal to the other Party and (following formation of the Board) the Chairman and the Secretary to the Board (\this Contract is executed, each Party shall notify the other Party in writing of the names, titles and nationalities of the initial slate of directors appointed by it. A summary of the qualifications and experience of each proposed new director shall be attached to the notice of appointment. Each appointment or removal of a director shall be submitted to the Board for ratification at the next regular or interim Board meeting. The Secretary shall record such appointment or removal of a director in the Company’s books and register the same with the SAIC.
(e) 一方委任的董事应为人正派，并具有相应的经验，例如有过担任高级管理人员、专业人员、政府官员或其他类似职务的经历。董事还应符合相关法律有关董事资格的规定，包括中国公司法规定的资格要求。委派董事的一方应在委派或撤换董事时书面通知另一方（董事会成立之后，还应书面通知董事长和董事会秘书（“董事会秘书”））。在签署本合同的同时，双方应书面通知对方该方所委派的初任董事的姓名、职务以及国籍。每一位新董事候选人的履历以及资格情况的简介也应附于委派通知之后。每位董事的委派或撤换应在下一次董事会定期会议或临时会议举行之时，提交董事会核准。董事会秘书应将委派董事或撤换董事的事宜在公司的记事簿中记录，并且向工商局登记。
(f) The Chairman, acting in consultation with the Vice Chairman, shall appoint a Secretary for a term of three (3) years. The Secretary shall be a responsible and mature individual who is fluent in written and spoken English and Chinese. The Secretary shall perform his duties in accordance