Charters and Articles of Association for Shenzhen Pengpou Care & Love Interactive Association

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I. General Rules

1. Name of the association: Shenzhen Pengpou Care & Love Interactive Association

2. The association is a local non-profit social organization formed voluntarily by people who are keen on public charity, and caring about the education and growth of dropout students and vulnerable groups.

3. Goals of the association: to gather love from the community, seek donations for students, help the needed, care about the vulnerable groups, and promote the development of our city’s charity, with concept of “sending out love to the whole world”, while comply with all applicable laws, regulations, state policies and morality.

4. The association welcomes operational guidance from the various functional departments of the Shenzhen Municipal People's Government, as well as the supervision and management from the Bureau of Civil Affairs of Shenzhen.

5. Address: Rm1501, Block A, SichuanBuilding, Hongli Road, Futian District, Shenzhen,  Guangdong

II. Scope of Business

6. Business scope of the association:

(a)    Organizing members to carry out various social activities, primarily in assisting: education; the disabled; orphans; disaster reliefs, take part in assistance for the poor children’s education.

(b)    Establishing voluntary teams to develop public benefit activities, proposing good social moralities.

(c)     Improving the communications among members and offering consultation and assistance for the charity activities held by members.

(d)    Assisting other business assigned by the government that conforms to the association principles.

III.    Membership

7.    The association sets individual membership

8.    Procedures for enrollment

(a) Make voluntary application and fill in the application form.

(b) After board approval, membership card will be issued by the secretariat for those qualified.

9.    Rights of the Members’

(a) Members have the rights to vote and be voted.

(b) Members have the rights to attend all activities held by the association.

(c) Members have the rights to propose any suggestions and criticism on any task.

(d) Members have the rights to get priority assistance when needed.

(5) Members have the rights to enroll and withdraw freely.

10.  Obligations of the members’

(a) Members should implement each decision of the association in accordance with the state laws and association regulations.

(b) Members should attend activities held by the association and to complete tasks delegated by the association.

(c) Members should periodically report to the association and to provide relevant documents.

(d) Members should pay the membership dues.

(e) Members should maintain the association’s legal rights and interests and to actively promote relevant charity activities.

11.  To withdraw membership, members should submit in writing to the secretariat, and return all relevant membership cards. Membership will be void if dues are not paid within a year without cause.

12.  The association has the right to persuade members to withdraw or cancel their membership if members refuse to fulfill their obligations. For those with serious violation they will be expelled upon approval by the board.

IV.    Election and Dismissal of the Organization and the Responsible Person

13. Members Assembly is composed of the association members. It is the highest level of the association and can exercise official powers according to the state laws, rules and regulations set by the association.

14.  Rights of the Association Assembly:

(1). The Assembly decides the business scope and responsibilities;

(2). The Assembly elects or dismiss the President, Vice-President, councilor, supervisor; (The election is conducted by secret ballot)

(3). The Assembly assesses the annual reports, financial decisions;

(4). The Assembly makes decisions for changes, dismissal and clearing of the association;

(5). The Assembly changes or withdraws improper decisions of the Board;

(6). The Assembly sets or change charters and election methods of the association;

(7). The Assembly makes final decision on all matters;

(8). The Assembly decides on other important matters.

15.  Each Assembly serves a 4-year term. Any early or late change of terms because of special circumstances should be approved by the Board, plus concurred by the registered management authorities. All term extension should not be more than a year. At least one conference should be held annually by the member assembly. A temporary conference should also be held if the Board considers it is necessary, or proposed by over one-fifth of the members. Temporary meeting can be held and chaired by the assigned members of the registered management authorities.

16.  More than 2/3 of the members must attend the member assembly and any decision should be approved by over half of the attended members.

The Assembly should take meeting notes on the decisions of the discussed items and report to the members.

17.  Council is set up in the association to execute the duties according to the assembly decisions and association charters when the assembly is not in session. The number of the councilors should not be over 1/3 of the entire association members.

18.  The rights of the Council:

(a). Arrange and convene a member conference

(b). Execute the decisions of the assembly and report on it;

(c). Decide the specific work of the association;

(d). Make plans for annual financial budgets, decisions, changes, dismissals, clearing and so on;

(e). Make plans to increase or decrease the registration capital;

(f). Set up the inner organizations of the association and guide them to carry out tasks;

(g). Set up disciplines for new applicants and members, and consider the dismissal of members when violation occurs;

(h). Select person in charge of each branch organization; recruit or dismiss secretary-general, deputy secretary general, person in charge of the operation organization or representative organization, and confirm their wages, etc.;

(i). Set up the inner management system of the association;

(j). Other items regulated by the association chapters;

19.  More than one conference should be conducted semi-annually by the council (Other Communication means can also be adopted on special occasions.) Council meetings should only be conducted with over 2/3 members attending, and the decisions can only come into effect after being approved by 2/3 of council members. The council should take meeting notes on all decisions of the discussed items and report to the members.

Council meetings are organized and chaired by the Council chairperson; or by deputy chairman, or by secretary-general, or by members appointed by the club registered management authority.  Council meetings can also be convened by over 1/3 of councilors.

20.   If the Board has morethan 50 people certain member of the board can be appointed to set up The Executive Board. The Executive Board is made up ofthe President, Vice-President, and appointed members of the board, and cannot exceed one-third of the members of the Board. When the board is not in session, the Executive Board is authorized to act on behalf of the Board in exercising the1st、3rd、6th clauses of Paragraph 18 of this charter. The Executive Board hold quarterly meeting and in special circumstances, the meeting can use other means of communication.  All Executive Board decisions must be approved by two-thirds of its members. All decisions made by the Executive Board shall be in writing in the form of meeting minutes.

21.   The general assembly also elects three supervisorswith the same term as board members. The President, Vice President, directors are not eligible to act as supervisor.

22.  The President, vice President, directors must meet the following qualifications:

(a)Adhere to the communist party's policies; obey all applicable lawsand regulations of country

(b)Be enthusiastic and positive to the social service, maintain autonomy and secrecy,support all association activities. Enhance and maintain the reputation and benefit of the association.

(c) The age of the President andVice-President cannot be over 70. The President and secretary-general are considers full time employment.

(d)Healthy and can adhere to the normal work.

(e)Not subjected to any criminal punishment.

(f）Delicate to perform all duties as required

23.  The Association has a President anda number of Vice-Presidents. ThePresident is a legal representative of theAssociation. The legal representative of theAssociation cannot be the legal representative of any other social organization.

24.  The term for the President, Vice-President, and supervisors is4 years.Re-appointment of the President must be approved by the general assembly election.

25.  The President of the Association performs the following duties:

(a) Convene and hold board meeting (or the executive boardmeeting);

(b)Review implementation status of all resolution approved by the Board、or the Executive Board;

(c)Signed all relevant documents on behalf of the Board;

(d) Nominatesecretary general and other department representatives.

26.   Supervisor performs the following duties：

(a) Report the annual work to the general meeting.

(b)Supervise the vote、recall of the meeting and Board. Monitorand review status of the Board’sresolutions.

(c)Examine the financial and accounting data and report to the registered administration organization and the competent tax and accounting department.

(d) AttendsBoard meeting,provide recommendations as well as inquiries to the Council.

(e) Comply with all applicable laws and constitution. When the President, Vice-President, directors,secretary-general and other manager is not acting in the best interest of the Association, supervisors has the responsibility to request their actions be corrected. If necessary, supervisor should report to the representative assembly and other governmental organizations.

27.   The Board can bring in outside people to serve as consultant or honorary chairman. These people should be passion about charitable work and improving public welfare. Additionally, these people should have significant influence or reputation on charity functions and social activity. Consultant and honorary chairman can be nominated by the President and approved by the Board.

V.      Assets Management

28.  Sources of funds

(a) Membership fee

(b)   Sponsorship of enterprises or individuals

(c)     Sponsorship of the government and the community

(d)    Income from approved business activities or services

(e)    Interest income

(f)     Other legitimate income

29.  Membership dues to be collected in accordance with the relevant provisions of the corporate management.Our ordinary member, secretary general, supervisors and directors, Vice-President and President Membership fee is 120 Yuan a year.

30.   The Board to set up strict financial management systemand to ensure the accounting information is lawful, authentic, accurate and complete.The association consists of qualified accounting personnel.The accountant shall not concurrently hold other position such as cashier.Accounting personnel must conduct accounting in strict accordance with acceptable methods.Any turnover of accounting personnel shall be conducted carefully and in accordance with established procedures.

31.   SAEFI must execute the state asset management system of financial management,accepting the supervision of the council and government departments.Sources of assets owned by the state appropriation or from social donation and sponsorship must be subject to audit by relevant institutions. All relevant information should be published to the public in the proper manner.

32.   Any change of legal representative of the organization must first subject to the civil affairs department financial audit.

33.   Assets must be used for the association based on the strict provisions of this charter. The distribution of assets to members is not allowed nor for theirs personal use.

34.   Staff salary and benefits are established in accordance with the relevant provisions of the state institution.

VI.    Charter Revision

35.   Modification of the Articles of Association must, within 15 days after approved by the council vote, submitted to the registered administration organization for approval.

VII.   Termination Process and Property Management after Termination

36.   The Association shall terminate under the following circumstances:

(a)No longer able to perform in accordance with this charter to pursue the aim of the charitable activities.

(b）Combined or merged with another organization.

37.   The Association shall terminate upon a vote by the council, subject to the registered administration organization approval.

38.   Prior to formal termination, the registered administration organization should provide guidance and oversees the complete liquidation (including all assets) of the organization.

39.   Any remaining assets after termination should be turn over to the relevant unit and the registered administration organizationfor use in public welfare charity.

40.   The Association ceases to exist upon termination by the RegisteredAdministration Authority.

VIII. Supplementary Article

41.  ThisCharter and Articles of Association was voted and approved on October 25, 2015.

42.   The Association Council reserves the right for final interpretation of this Charter and articles of association.

43.   This Charter and Articles of Association shall be effective on the approval date of the Registered Administration Organization.