Articles of Association of Zhongmin Charity Donation Information Center

Chapter I General Provisions

Article 1 The name of the Center is Zhongmin Charity Donation Information Center (hereinafter referred to as the Center).

Article 2 The Center is a social organization utilizing non-state assets, voluntarily organized and engaged in non-profit social service activities.

Article 3 The Center shall abide by the Constitution, laws, regulations and relevant state policies, and social morals, and the purpose of the Center (omitted)

Article 4 The registration authority of the Center shall be the Ministry of Civil Affairs (MOCA), and the unit of business administration shall be the MOCA.

Article 5? The domicile of the Center shall be the 11th floor of Zhongmin Building, No. 7 Baiguang Road, Xuanwu District, Beijing.

Article 6 Where the provisions of the present constitution are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.

Chapter II: Organizer, Start-up Funds and Scope of Business

Article 7 The organizer of the Center is the National Disaster Reduction Center of the Ministry of Civil Affairs.

The organizer shall enjoy the following rights:

(1) to be informed of the operation and financial status of the Center;

(2) to recommend board members and supervisors;

(3) to have the right to inspect the minutes of the Board of Governors' meetings and the Center's financial and accounting reports.

Article 8 Start-up capital of the Center: RMB 300,000 yuan; Contributor: Beijing Jinyuan Hongda Real Estate Co.

Article 9: Scope of business of the Centre (omitted)

Chapter III: Organization and management system

Article 10: The Centre shall have a Governing Board with 20-25 members. The Governing Board shall be the decision-making body of the Center.

The members of the Governing Board shall be elected by the Ministry of Civil Affairs, the Centre and relevant organizations. The members shall be elected for a term of four years and shall be eligible for re-election at the end of the term.

Article 11 The Governing Board shall exercise the decision-making power on the following matters:

(1) amendment of the Statutes;

(2) business activity plan;

(3) annual financial budget and final account plan;

(4) plan for increasing the start-up capital;

(5) separation, merger or termination of the Center;

(6) appointment or dismissal of the Director of the Center. ) the appointment or dismissal of the Director of the Center and his/her nomination for appointment or dismissal, and the Deputy Director and the Treasurer of the Center;

(vii) the dismissal or addition of members of the Board of Directors;

(viii) the dismissal or addition of Supervisors elected by the Board of Governors;

(ix) the establishment of the internal organizational structure;

(x) the formulation of the internal management system;

( (xi) Salary and remuneration of practitioners.

Article 12 The Board of Directors shall hold two meetings a year. A meeting of the Board of Directors shall be convened under any of the following circumstances:

(1) when the chairman of the Board of Directors deems it necessary;

(2) when more than one-third of the members of the Board of Directors jointly propose it.

Article 13 The Council shall have a chairman and 2-3 vice-chairmen. The chairman and vice-chairman shall be elected or removed by the Council by a majority of all the members.

Article XIV vice chairman to assist the chairman of the board of directors, the chairman of the board of directors can not exercise his powers, the chairman of the board of directors appointed by the vice chairman of the board of directors to exercise his powers.

Article XV convenes a meeting of the Board of Governors, the meeting shall be held 10 days before the meeting of the time, place and content of the meeting together with the notice of all the directors. Directors can not attend for any reason, can be entrusted in writing to other directors to attend the Council on behalf of the power of attorney must contain the scope of authorization. Article 16 The meeting of the Council shall be held with the attendance of more than 1/2 of the members. The Council meeting shall be held with one person and one vote. Resolutions made by the Council must be passed by a majority of all the members.

Resolutions on the following important matters shall be valid only if they are passed by more than two-thirds of all the members:

(1) amendment of the statutes;

(2) separation, merger or termination of the Center.

Article 17 The Council shall take minutes of its meetings. If a resolution is formed, the minutes shall be made on the spot and shall be reviewed and signed by the members present at the meeting. If the resolution of the council violates the laws, regulations or provisions of the articles of association and causes the center to suffer losses, the councilors involved in the resolution shall be responsible. However, if it is proved that the resolution is opposed at the time of voting and recorded in the minutes of the meeting, the councilor can be exempted from the responsibility.

The minutes of the Board of Directors shall be filed and kept by the person designated by the Chairman of the Board of Directors.

Article 18 The President shall exercise the following powers and functions:

(1) to convene and preside over the meetings of the Governing Board;

(2) to examine the implementation of the resolutions of the Governing Board;

(3) other powers and functions prescribed by the laws, regulations and the Articles of Association of the Center.

Article 19 The Director of the Centre shall be responsible to the Governing Board and shall exercise the following powers and functions:

(1) to direct the day-to-day work of the unit and organize the implementation of the resolutions of the Governing Board;

(2) to organize the implementation of the unit's annual programme of operational activities;

(3) to draw up proposals for the establishment of the internal structure of the unit;

(4) to draw up the internal control system;< /p>

(v) to propose the appointment or dismissal of the deputy and financial officer of the Center;

(vi) to appoint or dismiss the head of the internal organization.

The Director of the Center shall attend the meetings of the Governing Board.

Article 20 The Center shall have a Supervisory Board composed of three to five members.

The term of office of the Supervisors shall be the same as the term of office of the Board members, and the term of office shall expire at the end of the term, and the Supervisors shall be eligible for re-election.

Article 21 The supervisors shall be elected or replaced from among the staff of the Ministry of Civil Affairs, the Center or the persons recommended by the relevant units. The practitioners' representatives in the Supervisory Board shall be democratically elected by the staff of the Center.

The Center's board members, directors and financial officers shall not serve as supervisors at the same time.

Article 22 The Supervisory Board or Supervisors shall exercise the following powers and functions:

(1) to inspect the finances of the Center;

(2) to supervise the acts of the Center's councilors and directors which are in violation of the laws, regulations or the statutes;

(3) to request the Center to correct the acts of the Councilors, Directors, etc. of the Center when their acts are detrimental to the interests of the Center.

The Supervisor shall attend the meetings of the Board of Directors.

Article 23 The Supervisory Board shall adopt the system of one person and one vote at its meetings. Resolutions of the Board of Supervisors shall be valid only if they are passed by a majority vote of all supervisors.

Chapter IV Legal Representative

Article 24 The legal representative of the Center shall be the Director of the Center, and the term of office of the legal representative (Director) shall be the same as the term of office of the Board of Governors, with a term of office of four years, renewable upon expiration of the term.

Article 25 No one shall be appointed as the legal representative of the Center if he/she:

(a) is incapable of civil conduct or restricted in his/her ability to conduct civil affairs;

(b) is under execution of a penal sentence or under execution of criminal compulsory measures;

(c) is wanted by the public security authorities or by the state security authorities;

(iv) If he or she has been sentenced for a crime and the execution period has not exceeded three years, or if he or she has been sentenced for a crime and the execution period has not exceeded five years, or if he or she has been sentenced for deprivation of political rights and the execution period has not exceeded five years;

(v) If he or she has been the legal representative of a privately-run non-enterprise unit that has been deregistered due to violation of laws and regulations, and the period of time for which has not exceeded three years from the date on which the unit's registration was deregistered;

(vi) If he or she is not a resident of the Mainland of China;

(vii) Other circumstances stipulated by laws and regulations that may not serve as a legal representative.

Chapter V Management of Assets, Principles of Use and Labor and Employment System

Article 26 Source of Funding of the Center:

(1) Founding Capital;

(2) Government Subsidies;

(3) Revenues from service activities within the scope of its operations;

(4) Interest;

(5) Donations;

(7) Other persons who are not allowed to be legal representatives as prescribed by laws and regulations. >

(vi) other lawful income

Article 27 The funds must be used for the business scope and development of the cause as stipulated in the Articles of Association, and the surplus shall not be distributed as dividends.

Article 28 The accounting system prescribed by the state shall be implemented, accounting shall be conducted in accordance with the law, and a sound internal accounting supervision system shall be established to ensure that the accounting information is legal, true, accurate and complete.

Accept the tax and accounting supervision and accounting supervision implemented by the competent tax and accounting authorities in accordance with the law.

Article 29 The accounting personnel with professional qualifications. The accountant shall not be a cashier at the same time. When accounting personnel transfer their work or leave their jobs, they must clear the handover procedures with the receiver.

Article 30 The center must conduct a financial audit before the renewal or replacement of legal representatives.

Article 31 The center shall consciously accept the annual inspection organized by the registration authority in accordance with the Interim Regulations on the Registration and Administration of Private Non-Enterprise Units.

Article 32 The labor and social insurance system of the center shall be carried out in accordance with the national laws and regulations and the relevant provisions of the administrative department of labor security under the State Council.

Chapter VI Revision of the Articles of Association

Article 33 Any revision of the Articles of Association shall be submitted to the competent business unit for examination and consent within 15 days after the vote of the Board of Governors, and shall be submitted to the registration and management authorities for approval within 30 days from the date of examination and consent by the competent business unit.

Chapter VII Termination and Disposal of Assets after Termination

Article 34 The Center shall be terminated under any of the following circumstances:

(1) when it has accomplished the purposes stipulated in the articles of association;

(2) when it is unable to continue to carry out its activities in accordance with the purposes stipulated in the articles of association;

(3) when it has undergone any spin-off or merger;

(4) when it has dissolved itself. (d) Self-dissolution.

Article 35 The termination of the Center shall be reported to the competent unit for examination and consent within 15 days after the vote of the Council.

Article 36 Before the Centre is registered for deregistration, it shall set up a liquidation organization under the guidance of the registration authority,

operational supervisory unit and the relevant authorities to clear the debts, dispose of the remaining property and complete the liquidation work.

The remaining property shall be disposed of in accordance with the provisions of the relevant laws and regulations. During the liquidation period, no activities other than liquidation shall be carried out.

The center shall, within 15 days from the date of completion of the liquidation, apply for deregistration with the registration authority.

Article 37 The center shall be terminated from the date of issuance of the certificate of deregistration by the registration administration organ.

Chapter VIII Bylaws

Article 38 The present Articles of Association shall be adopted by the Council on September 7, 2007 by vote.

Article 39 The power of interpretation of these bylaws shall be vested in the Council.

Article 40 This Constitution shall enter into force on the date of approval by the registration authority.