◎ Constitution of Shanghai Angel Charity Foundation

Chapter I General Provisions

 

Article 1 The name of the Foundation is Shanghai Anji Medical Relief Foundation.

 

Article 2 The Foundation is a charitable organization engaged in public welfare and non-profit activities, with the main scope of activities in Shanghai Municipality.

 

Article 3 The Foundation adheres to the overall leadership of the Communist Party of China and, in accordance with the Constitution of the Communist Party of China, establishes an organization of the Communist Party of China to carry out the activities of the Party and provides necessary conditions for the activities of the Party organization.

 

If the number of full Party members is less than 3 and they are not qualified to establish a separate Party organization, they can carry out Party work in the Foundation by establishing a joint Party organization, designating a Party member as the liaison for Party building work, or assigning a Party building instructor by a higher Party organization.

 

The Foundation invites leaders of Party organizations to attend or attend the management meetings of the Foundation. Party organizations shall put forward opinions on important policy decisions, important business activities, large expenditure, receiving large donations, and carrying out foreign activities of the foundation.

 

Article 4 The purpose of the Foundation is to care for life and health, carry forward the spirit of humanitarianism, carry out charity activities such as aid to the poor, provide medical care and health and other forms of assistance to the extremely needy groups, and reflect the harmony between human beings and the city and the society.

 

Article 5 The Foundation shall abide by the Constitution, laws, regulations and national policies, practice socialist core values and observe social morality. In carrying out charitable activities, the Foundation shall follow the principles of legality, voluntariness, good faith and non-profit, and shall not jeopardize national security, social public interests or the legitimate rights and interests of others.

 

Article 6 In carrying out public fund-raising, the Foundation shall obtain the qualification for public fund-raising in accordance with the law and abide by the Charity Law, the Administrative Measures for Public Fundraising of Charitable Organizations and other relevant provisions

 

Article 7 The original fund amount of the Foundation is RMB 2 million, which is derived from Song Wei, Zhu Xiaobo, Shanghai Liangyou Technology Service Co., Ltd., Shanghai Jinyong Software Development Co., Ltd., and Shanghai Yiman Information Technology Co., Ltd., all of which are legal donation property. Article 8 The registration authority of the Foundation is the Shanghai Municipal Civil Affairs Bureau. The competent authority of relevant industries is Shanghai Municipal Health Commission.

 

Article 9 The domicile of the Foundation is Room 508, Room 501, Building 5, No. 2552, Pudong Avenue, Pudong New Area, Shanghai/Room 606, Room 601.

 

 

 

Chapter II Scope of Business

 

Article 10 The business scope of the Foundation is to accept social donations and provide assistance to social public welfare undertakings for the basic medical security of vulnerable groups.

 

Specific as follows:

 

(1) To accept donations from organizations, enterprises and individuals at home and abroad who are enthusiastic about charitable medical care and other public welfare undertakings;

 

(2) to assist the poor and rescue projects, such as charitable medical treatment for the disadvantaged groups such as those on subsistence allowance and without medical insurance, families in extreme poverty, and the disabled;

 

(3) subsidize the medical institutions that provide the basic medical security assistance services for vulnerable groups;

 

(iv) based on pudong and facing Shanghai, provide assistance to various social public welfare undertakings aimed at caring for the basic medical security of vulnerable groups, and reduce the risk of poverty (return) of vulnerable groups due to diseases.

 

The Foundation carries out charitable activities in strict accordance with the approved Articles of Association. The activities do not go beyond the business scope stipulated in the Articles of Association, and shall be open and transparent.

 

Article 11 The Foundation shall be engaged in the following charitable activities:

 

(1) poverty alleviation and assistance to the poor;

 

(2) to promote the development of education, science, culture, public health and physical culture; Article 12 The charitable trust business of the Foundation shall be conducted in accordance with the relevant provisions of the Charity Law and the Trust Law of the People's Republic of China.

 

Article 13 The Foundation shall carry out charitable activities in accordance with the Charity Law and other relevant laws and regulations.

 

 

 

Chapter III Organizational Structure and Person in Charge

 

Article 14 The Board of Directors of the Foundation shall consist of 5-15 Directors. Each term of office of the Director of the Foundation is 5 years. Upon expiration of the term of office, the Director may be re-elected.

 

Article 15 Qualifications of Directors:

 

(1) having full capacity for civil conduct;

 

(2) to be diligent and dutiful, honest and trustworthy, honest and fair in handling affairs;

 

(3) Abide by national policies and regulations, adhere to principles and be rigorous in work style;

 

(4) People from all walks of life who are enthusiastic about public welfare undertakings and have made contributions to the development of the Foundation;

 

(5) It shall have the work experience and experience suitable for its business work;

 

(6) They shall be able to fulfill their duties to ensure that the donated property is used in accordance with the wishes of the donors and the public welfare purposes of the Foundation, and ensure the safety, preservation and appreciation of the Foundation's property;

 

(7) Highly respected and outstanding contributors can be appointed as Honorary Directors.

 

Article 16 Selection and removal of directors:

 

(1) The first term of Directors shall be nominated by major donors and sponsors respectively and determined through consultation with the registration and administration authorities;

 

(2) In the event of a new term of the Board of Directors, the Board of Directors, major donors and the registration authority shall jointly select candidates through consultation and organize a leadership group for the change of term, and organize all candidates to jointly elect a new term of the Board of Directors;

 

(3) To add or remove directors, the Board of Directors shall consult with the registration authority and vote for approval by the Board of Directors;

 

(4) The total number of directors of a fund who are close relatives shall not exceed one half of the total number of directors;

 

(5) The election and dismissal results of the directors shall be reported to the registration and administration authorities for the record. Article 17 Rights and Obligations of Directors:

 

(1) the right to vote, to stand for election and to vote;

 

(2) the right to criticize, suggest and supervise;

 

(3) To participate in the management of the internal affairs of the fund;

 

(iv) Participate in meetings of the Council to discuss its work plan, operational activities and all other activities of the Council;

 

(5) Actively participate in and support various public welfare activities of the Foundation and make donations to the Fund;

 

(6) Abide by the articles of association of funds and safeguard the legitimate rights and interests of funds;

 

(7) To carry out the purposes of the Foundation, carry out its resolutions, and complete the tasks assigned by the Foundation;

 

(8) Provide necessary voluntary services to funds as necessary.

 

Article 18 The decision-making body of the Foundation is the Board of Directors. The Council exercises the following functions and powers:

 

(1) To formulate and amend articles of association;

 

(2) To elect or remove the Chairman of the Board, Vice-Chairmen of the Board and the Secretary-General;

 

(3) To decide on plans for major business activities, including plans for raising, managing and using funds;

 

(4) Examine and approve annual revenue and expenditure budgets and final accounts;

 

(5) To formulate internal management systems;

 

(6) to decide on the establishment of offices, branches and representative offices;

 

(vii) To decide on the appointment and removal of the Under-Secretaries-General and the principal heads of the organs nominated by the Secretary-General;

 

(8) To hear and consider reports on the work of the Secretary-General and inspect his work;

 

(9) Deciding on the division, merger or termination of the Foundation;

 

(10) to decide on other major matters.

 

Article 19 The Board of Directors shall meet at least twice a year. The meeting of the board of directors shall be convened and presided over by the chairman.

 

One half of the directors proposed that a meeting of the board of directors be called. If the chairman is unable or does not call a meeting, the proposed director may elect the convener.

 

The chairman or convenor shall inform all the directors and supervisors 5 working days in advance of the meeting of the board of directors.

 

Article 20 A meeting of the Board of Directors shall be convened only when more than two-thirds of the Directors are present. A resolution of the Board of Directors shall be valid only when passed by more than half of the Directors present.

 

Resolutions on the following important matters shall be valid only when adopted by more than two-thirds of the Directors present:

 

(1) amendment to the articles of association;

 

(2) To elect or remove the Chairman of the Board, Vice-Chairmen of the Board and the Secretary-General;

 

(3) Major fund-raising and investment activities stipulated in the articles of association;

 

(4) division and merger of funds;

 

A major investment plan shall be approved by more than two-thirds of the members of the decision-making organ. Article 21 Minutes of the meetings of the Board of Directors shall be made. If a resolution is made, it shall be reviewed and signed by the directors present. If the resolution of the board of directors violates the provisions of laws, regulations or articles of association and causes losses to the foundation, the directors participating in the resolution shall bear the responsibility. However, if it is proved that the director disagrees at the time of voting and it is recorded in the minutes of the meeting, the director may be exempted from liability.

 

Article 22 The Foundation shall have a Board of Supervisors composed of 3 supervisors. The term of office of the supervisor is the same as that of the director. The board of supervisors shall have one chief supervisor, who shall be elected or removed by the board of supervisors.

 

Article 23 Directors, close relatives of directors and financial and accounting personnel of the fund shall not serve as supervisors.

 

Article 24 Appointment and removal of supervisors:

 

(1) Supervisors shall be appointed by major donors;

 

(2) Selected by competent departments of relevant industries according to work needs;

 

(3) Selection by the registration and administration organs according to work needs;

 

(4) The change of supervisors shall be in accordance with the procedures for their formation. Article 25 Rights and obligations of a supervisor:

 

The Supervisor shall inspect the financial and accounting materials of the Fund in accordance with the procedures prescribed in the Articles of Association and supervise the observance by the Board of Directors of the laws and Articles of Association.

 

Supervisors shall attend the meetings of the Board of Directors as non-voting persons, have the right to raise questions and suggestions to the Board of Directors, and shall report the situation to the registration and administration authorities, the competent departments of relevant industries and the competent departments of taxation and accounting.

 

Supervisors shall abide by relevant laws and regulations and the articles of association of the fund and faithfully perform their duties.

 

Article 26 the number of directors receiving remuneration from the foundation shall not exceed one half of the total number of directors. Supervisors and directors who do not hold full-time positions in the fund shall not receive remuneration from the fund.

 

The person-in-charge and the working staff of the Foundation shall not take part-time jobs or receive remuneration in the enterprises invested by the Foundation.

 

Article 27 Directors of the Foundation shall not participate in the decision-making of relevant matters when their personal interests are related to the interests of the Foundation. Directors, supervisors and their close relatives of a fund shall not engage in any transaction with the fund.

 

Article 28 the board of directors shall have a chairman, deputy director and secretary-general, who shall be elected from among the directors.

 

Article 29 The Chairperson, Vice-Chairperson and Secretary-General of the Foundation must meet the following conditions:

 

(1) It has a strong influence in the business field of the Foundation;

 

(2) The maximum age of the Chairperson, Vice-Chairperson and Secretary-General shall not exceed 70, and the Secretary-General shall be full-time;

 

(3) Be healthy and able to work normally.

 

Article 30 Any person who falls under any of the following circumstances shall not serve as the Chairman of the Board, Vice-Chairman of the Board or Secretary-General of the Foundation:

 

(1) Those who are serving state functionaries;

 

(2) It has not been more than 5 years since the date on which the sentence of public surveillance, criminal detention or fixed-term imprisonment was completed for a crime;

 

(3) those who have been sentenced to deprivation of political rights during the period of execution of their crimes or have been sentenced to deprivation of political rights;

 

(4) It has been less than 5 years since the date of the cancellation of the registration of the fund, having served as the chairman of the board of directors, senior chairman of the board of directors or secretary general of the fund whose registration was revoked due to violation of the law, and has been personally responsible for the illegal acts of the fund.

 

(5) having no civil capacity or limited civil capacity;

 

(6) The person in charge of an organization whose registration certificate has been revoked or whose registration certificate has been banned has not been revoked for more than five years;

 

(7) Other circumstances stipulated by laws and administrative rules and regulations.

 

Article 31 The term of office of the Chairman, Vice-Chairman and Secretary-General of the Foundation shall be 5 years and shall not exceed 2 terms. If it is necessary to be re-elected for more than one term due to special circumstances, it shall be voted and approved by the Board of Directors through special procedures and approved by the registration and administration authority before taking office. The Chairperson and the Secretary-General shall not hold the same post.

 

Article 32 the chairman of the foundation is the legal representative of the foundation. The legal representative of the Foundation shall not concurrently serve as the legal representative of any other organization.

 

The legal representative of the Foundation shall be a resident of mainland China. During the term of office of the legal representative of the foundation, if the foundation violates the "regulations on the management of foundations" and the articles of association, the legal representative shall bear the relevant responsibilities. If the dereliction of duty of the legal representative results in illegal acts of the fund or property losses of the fund, the legal representative shall bear personal responsibility.

 

Article 33 The Chairman of the Foundation exercises the following functions and powers:

 

(1) To convene and preside over meetings of the Board of Directors;

 

(2) To inspect the implementation of Council resolutions;

 

(3) Signing important documents on behalf of the Foundation:

 

(4) Other functions and powers granted by the Articles of Association and the Board of Directors.

 

The Vice-Chairperson and the Secretary-General of the Foundation shall work under the leadership of the Chairperson, and the Secretary-General shall exercise the following functions and powers:

 

(I) Preside over the daily work and organize the implementation of Council resolutions;

 

(2) To organize and implement the annual public welfare activity plan of the Foundation;

 

(3) Drawing up plans for the raising, management and use of donated funds;

 

(4) To formulate internal management rules and regulations of the fund and submit them to the Board of Directors for examination and approval;

 

(5) To propose the appointment or dismissal of the Under-Secretary-General and the Chief Treasurer shall be decided by the Board of Governors;

 

(6) To propose the appointment or dismissal of the principal heads of the institutions shall be decided by the Board of Governors;

 

(7) To decide on the employment or dismissal of full-time staff of each institution;

 

(8) to coordinate the work of various institutions;

 

(9) Other functions and powers granted by the Articles of Association and the Board of Directors.

 

 

 

Chapter iv administration and use of property

 

Article 34 The charitable property of the Foundation comes from:

 

(1) the original property donated or financed by the sponsors;

 

(2) the income from organizing fund-raising;

 

(3) Voluntary donation by natural persons, legal persons or other organizations;

 

(4) investment income;

 

(5) The appreciation of the parent capital of the fund;

 

(6) Other legitimate income of the Association.

 

 

 

 

 

Article 35 In soliciting donations and accepting donations, the Foundation shall abide by laws and regulations, and comply with the purposes and business scope of charitable activities stipulated in the Articles of Association.

 

Article 36 in accepting donations, the foundation shall issue donation notes under the unified supervision (seal) of the financial department to the donor. The bill of donation shall indicate the donor, the type and quantity of the donated property, the name of the foundation and the name of the person in charge of the donation, and the date of the bill. The Foundation shall keep relevant records in case of the donor's medical name or waiver of the donation notes.

 

If the donor requests a written donation agreement, the Foundation shall sign a written donation agreement with the donor. The written donation agreement includes the name of the donor and the foundation, the type, quantity, quality, purpose and delivery date of the donated property, etc.

 

When the donor and the foundation agree on the use and beneficiary of the donated property, they shall not designate any interested party of the donor as the beneficiary.

 

Article 37 The Foundation shall carry out targeted fund-raising within the scope of the sponsors, board members and other specific objects, and shall explain to the objects the purpose of fund-raising and the use of the funds and materials raised, etc.

 

Article 38 The property and other income of the Foundation shall be protected by law, and no unit or individual shall encroach upon, privately divide or misappropriate it.

 

The contributor to the foundation does not retain or enjoy any property rights over the property invested in the foundation.

 

(2) All the income obtained by the Foundation shall be used for the charitable undertakings registered and approved or stipulated in the Articles of Association, except for reasonable expenditures related to the Foundation.

 

(iii) The Foundation's property and interest shall not be used for distribution, but shall not include reasonable wages and salaries.

 

(4) The Foundation shall account separately for the taxable income obtained and the related costs, expenses and losses therefrom and the tax-exempt income and related costs, expenses and losses therefrom.

 

Article 39 The Foundation uses the property in accordance with the purposes and business scope of charitable activities prescribed in the Articles of Association; The donation agreement specifies the specific use of the donation, in accordance with the provisions of the donation agreement.

 

If the donated materials cannot be used for purposes consistent with the purposes of the foundation, the foundation may auction or sell them off according to law, and the income obtained shall be used for the purpose of donation.

 

Article 40 The assets of the Foundation shall be mainly used for:

 

(1) Poverty relief projects such as charitable medical treatment to help vulnerable groups;

 

(2) subsidize the medical institutions that provide the basic medical security assistance services for vulnerable groups;

 

(3) to provide assistance to various social public welfare undertakings aimed at caring for the basic medical security of the vulnerable groups;

 

(IV) To pay the daily expenses of the Association;

 

(5) Except for reasonable expenditures related to the Foundation, all the income obtained shall be used for public welfare or non-profit undertakings registered and approved or provided for in the Articles of Association.

 

Article 41 Major fund-raising and investment activities of the Foundation refer to:

 

(1) To accept donation activities with conditions attached;

 

(2) Investment activities of funds with an amount of 500,000 yuan or more.

 

Article 42 The Foundation shall maintain and increase the value of the Fund in accordance with the principles of legality, safety and effectiveness.

 

Article 43 The proportion of the foundation's annual expenses for charitable undertakings stipulated in the articles of association and annual administrative expenses shall be in accordance with the relevant standards.

 

The average salary of the staff of the Foundation shall not exceed two times of the average salary of the place where the tax registration is conducted in the previous year. The welfare of the staff shall be implemented in accordance with the relevant regulations of the State.

 

Article 44 The Foundation shall disclose to the public the types of charitable funding projects it carries out and the application and evaluation procedures.

 

Article 45 The Foundation shall design charity projects in a rational manner, conform to the relevant provisions of the purpose and articles of association of the Foundation, optimize the implementation process, reduce the operation cost, and improve the efficiency of the use of charity property.

 

(I) The Foundation shall establish and improve the decision-making, execution and supervision mechanism for charity projects, and establish scientific, standardized and effective requirements for project approval, review, execution, control, evaluation and feedback of charity projects. The Foundation shall also establish a project management organization, staff and exercise project management responsibilities.

 

(2) The Foundation shall determine the charitable beneficiaries in accordance with the principles of openness, fairness and impartiality.

 

(3) Any interested party of the management personnel of the Foundation shall not be the beneficiary.

 

Article 46 Major charitable projects carried out by the Foundation shall be approved by the Board of Directors, and the number of members shall not be less than two-thirds of the members present.

 

Major philanthropic projects of the Foundation include:

 

(1) Annual charity project plan;

 

(2) Charitable projects exceeding 500,000 yuan;

 

Before carrying out major charitable projects, the Foundation shall report to the competent authorities of the industry in a timely manner.

 

The project funds shall be used strictly in accordance with the provisions of the national financial and accounting system, and shall be used exclusively in accordance with the donation agreement.

 

The management and use of funds for charity projects should be subject to the supervision of financial departments, audit institutions, industry authorities, registration and administration authorities and the public, conscientiously fulfill the obligation of information disclosure, and accept social supervision.

 

Article 47 The Foundation shall strengthen the management of project archives, keep complete information of charity projects, and do a good job in the archiving of charity projects.

 

Article 48 Donors have the right to inquire about and copy the relevant materials used for the management of their donated property. The Foundation shall, on its own initiative, provide timely feedback to the donors.

 

If the Foundation abuses the donated property in violation of the purpose agreed upon in the donation agreement, the donor has the right to demand correction; If the donor refuses to correct the situation, he may lodge a complaint or report to the civil affairs department or bring a lawsuit to the people's court.

 

Article 49 The Foundation may enter into an agreement with the recipients to stipulate the method and amount of the grant as well as the purpose and usage of the fund. The Foundation has the right to supervise the use of the grants. The Foundation has the right to rescind the grant agreement if the recipient fails to use the grant according to the agreement or violates the agreement in any other way.

 

Article 50 The Foundation shall implement the unified national accounting system, conduct accounting according to law, establish and improve the internal accounting supervision system, and ensure that the accounting materials are lawful, true, accurate and complete.

 

The Foundation is subject to tax supervision and accounting supervision conducted by tax and accounting authorities in accordance with law.

 

Article 51 The Foundation shall be staffed with full-time staff and accounting personnel with professional qualifications suitable for the activities carried out by the Foundation. An accountant must not double as cashier. When the accountant is transferred or resigns, he must clear the handover procedures with the receiver.

 

Article 52 The business and fiscal year of the Foundation begins on January 1 and ends on December 31. The Board of Governors shall examine and approve the following matters before March 31 of each year:

 

(1) Business report of the previous year and final accounts of income and expenditure of funds;

 

(2) the business plan and the budget for the current year;

 

(3) List of assets [List of current year donors and relevant materials].

 

Article 53 The Foundation shall conduct financial audit in case of term change, legal representative change and liquidation.

 

 

 

Chapter V Major Events Report and Information Disclosure

 

Article 54 The Foundation shall perform its reporting obligations in accordance with the Charity Law and the relevant requirements and guidelines for major event reports of the registration and administration authorities.

 

Article 55 The Foundation shall perform the obligation of information disclosure in accordance with the Charity Law and the relevant requirements of information disclosure by the registration and administration authorities.

 

 

 

Chapter VI Termination and Disposal of Residual Property

 

Article 56 The Foundation shall be terminated under any of the following circumstances:

 

(1) The circumstances of termination as provided for in the articles of association occur;

 

(2) where division or merger necessitates termination;

 

(3) not engaging in charitable activities for two consecutive years;

 

(4) whose registration has been revoked or its certificate of registration revoked according to law;

 

(5) other circumstances under which termination is required by laws and administrative regulations.

 

The Board of Directors shall, within 30 days of the occurrence of termination circumstances, set up a liquidation group to carry out liquidation and make a public announcement. If a liquidation group is not formed or the liquidation group fails to perform its duties, the registration and administration authority may apply to the people's court for designating relevant personnel to form a liquidation group for liquidation.

 

Article 57 The termination of the Foundation shall be reported to the registration and administration authority for approval within 15 days after the Board of Directors has voted to approve the termination.

 

Article 58 Prior to the cancellation of registration, the Foundation shall establish a liquidation organization under the guidance of the registration administration authority to complete the liquidation work.

 

The residual property of the Foundation after liquidation shall, under the supervision of the registration and administration authority, be transferred to charitable organizations with the same or similar purposes in accordance with relevant laws, regulations, rules, policies and the provisions of the Articles of Association for charitable undertakings.

 

Where there are no provisions in relevant laws, regulations, rules and policies or in the Articles of Association, the registration and administration authority shall organize donations to charitable organizations with the same or similar purposes of the Foundation and shall make an announcement to the public.

 

The Foundation shall, within 15 days from the date of completion of liquidation, apply to the registration authority for cancellation of registration; No activities other than liquidation shall be carried out during liquidation.

 

Article 59 The Foundation shall terminate on the day when the registration and administration authority issues the cancellation certificate.

 

 

Chapter VII Amendment to Articles of Association

 

Article 60 Any amendment to the Articles of Association shall be submitted to the registration and administration authority for approval within 30 days after being voted and approved by the Board of Directors.

 

 

Chapter VIII Supplementary Provisions

 

Article 61 The Articles of Association was adopted by voting at the 10th meeting of the 3rd Board of Directors on June 18, 2019.

 

Article 62 The power of interpretation of the Articles of Association belongs to the Council.

 

Article 63 After being approved by the registration authority, the Articles of Association shall come into force on the date of adoption by the Board of Directors.

 

Article 64 In case of any discrepancy between the articles of association and national laws, regulations, rules and policies, the provisions of national laws, regulations, rules and policies shall prevail.