provisions shall prevail. Article 31 Unless it is otherwise prescribed in the partnership agreement,the following items of a partnership enterprise shall be subject to the unanimous consent of all partners: (1)changing the name of the partnership enterprise; (2)changing the business scope and the address of the main business place of the partnership enterprise; (3)disposing of the real property of the partnership enterprise; (4)transferring or disposing of the intellectual property and other property rights of the partnership enterprise; (5)providing guarantees to others in the name of the partnership enterprise,and (6)hiring a non-partner to act as a business manager of the partnership enterprise Article 32 No partner may,solely or jointly with others,operate any business competing with the partnership enterprise. Unless it is otherwise prescribed in the partnership agreement or is unanimously approved by all partners,no partner may have any trade with the partnership enterprise. No partner may engage in any activity that may impair the interests of the partnership enterprise. Article 33 The distribution of profits or share of losses of the partnership enterprise shall follow the stipulations in the partnership agreement.In case it is not stipulated or not clearly stipulated in the partnership agreement,a decision shall be made by the partners through negotiation.In case it is failed to conclude any negotiation,the distribution of profits or share of losses shall be made in proportion to the actual capital contributions made by the partners.In case it is unable to determine the proportions of capital contributions, the profits or losses shall be distributed or shared equally by the partners. It shall not be stipulated in the partnership agreement that all profits will be distributed to only part of the partners or that part of the partners will bear all losses. Article 34 The partners may,in accordance with the stipulations in the partnership agreement or the decision of all partners,increase or decrease their capital contributions to the partnership enterprise. Article 35 A business manager hired by the partnership enterprise shall perform his duties within the scope authorized by the partnership enterprise. 2 Where a business manager hired by the partnership enterprise performs his duties beyond the scope authorized by the partnership enterprise,or he brings any loss to the partnership enterprise because of his intentional or serious fault,he shall be liable for compensation according to law. Article 36 The partnership enterprise shall,according to laws and administrative regulations,establish an enterprise financial and accounting system. Section 4 Relationship between a Partnership Enterprise and a Third Person Article 37 The restrictions of a partnership enterprise on the partners'execution of partnership affairs as well as on their rights to represent the partnership enterprise in the face of outsiders shall not challenge any bona fide third party. Article 38 As for its debts,the partnership enterprise shall first pay with all of its properties. Article 39 Where a partnership enterprise fails to discharge any mature debt,the partners shall bear unlimited joint liabilities. Article 40 Where the amount of payment made by a partner exceeds the loss-sharing proportion as prescribed in Paragraph I of Article 33 of the present Law since he bears unlimited and joint liabilities,he shall have right to demand the other partners to make reimbursements.provisions shall prevail. Article 31 Unless it is otherwise prescribed in the partnership agreement, the following items of a partnership enterprise shall be subject to the unanimous consent of all partners: (1) changing the name of the partnership enterprise; (2) changing the business scope and the address of the main business place of the partnership enterprise; (3) disposing of the real property of the partnership enterprise; (4) transferring or disposing of the intellectual property and other property rights of the partnership enterprise; (5) providing guarantees to others in the name of the partnership enterprise; and (6) hiring a non-partner to act as a business manager of the partnership enterprise. Article 32 No partner may, solely or jointly with others, operate any business competing with the partnership enterprise. Unless it is otherwise prescribed in the partnership agreement or is unanimously approved by all partners, no partner may have any trade with the partnership enterprise. No partner may engage in any activity that may impair the interests of the partnership enterprise. Article 33 The distribution of profits or share of losses of the partnership enterprise shall follow the stipulations in the partnership agreement. In case it is not stipulated or not clearly stipulated in the partnership agreement, a decision shall be made by the partners through negotiation. In case it is failed to conclude any negotiation, the distribution of profits or share of losses shall be made in proportion to the actual capital contributions made by the partners. In case it is unable to determine the proportions of capital contributions, the profits or losses shall be distributed or shared equally by the partners. It shall not be stipulated in the partnership agreement that all profits will be distributed to only part of the partners or that part of the partners will bear all losses. Article 34 The partners may, in accordance with the stipulations in the partnership agreement or the decision of all partners, increase or decrease their capital contributions to the partnership enterprise. Article 35 A business manager hired by the partnership enterprise shall perform his duties within the scope authorized by the partnership enterprise. Where a business manager hired by the partnership enterprise performs his duties beyond the scope authorized by the partnership enterprise, or he brings any loss to the partnership enterprise because of his intentional or serious fault, he shall be liable for compensation according to law. Article 36 The partnership enterprise shall, according to laws and administrative regulations, establish an enterprise financial and accounting system. Section 4 Relationship between a Partnership Enterprise and a Third Person Article 37 The restrictions of a partnership enterprise on the partners' execution of partnership affairs as well as on their rights to represent the partnership enterprise in the face of outsiders shall not challenge any bona fide third party. Article 38 As for its debts, the partnership enterprise shall first pay with all of its properties. Article 39 Where a partnership enterprise fails to discharge any mature debt, the partners shall bear unlimited joint liabilities. Article 40 Where the amount of payment made by a partner exceeds the loss-sharing proportion as prescribed in Paragraph 1 of Article 33 of the present Law since he bears unlimited and joint liabilities, he shall have right to demand the other partners to make reimbursements