Articles of Association of Zhengzhou Shanhai Callicarpa Museum

Chapter I General Provisions

Article 1 The name of this unit is Zhengzhou Shanhai Dujia Museum.

Article 2 The nature of this unit is a non-profit social organization which mainly uses assets such as non-state-owned cultural relics, specimens, materials and funds to organize and engage in social education and cultural service activities voluntarily.

Article 3 The purpose of this unit is to collect, protect, research and display the witnesses of human beings and the natural environment for the purpose of education, research and appreciation, so as to serve the sustainable development of economy, society and human beings.

Article 4 The registration authority of this unit is Zhengzhou Civil Affairs Bureau; The competent business unit of this unit is Zhengzhou Cultural Relics Bureau. This unit accepts the supervision and management of the registration authority, the competent business department, the business guidance department and other relevant functional departments.

Article 5 The domicile of this unit is the 4th floor, 6th floor, Xiangyun Street, West District, Wenbo City, at the intersection of Dongfeng South Road and Jingbei Sixth Road, Zhengzhou City, Henan Province.

Article 6 Where the articles in the Articles of Association are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.

Chapter II Organizers, Start-up Funds and Business Scope

Article 7 The organizer of this unit is Henan Dongzhou Culture Development Co., Ltd. The organizer enjoys the following rights:

(a) to understand the operating status and financial status of the unit;

(2) Recommend directors and supervisors;

(three) have the right to consult the minutes of the board of directors (bureau) (hereinafter referred to as the Council) and the financial and accounting reports of the unit;

Article 8 Start-up capital of this unit: six hundred thousand yuan; Investor: Henan Dongzhou Culture Development Co., Ltd., amount: six hundred thousand yuan.

Article 9 The business scope of this unit

(1) Collection: ancient Polygonatum sibiricum and Polygonatum sibiricum specimens;

(2) Exhibitions: specimens, fossils, cultural relics, living plants and modern handicrafts;

(3) Academic research: domestic and foreign research on the culture of Chilo Wan, religious culture and ancient carving art;

(D) Social education: primary and secondary school students' knowledge education of the ancient civilization in China.

Chapter III Organizational Management System

Article 10 This unit has a board of directors, with five members, namely Zhou Yunxiang, Wang Yanli, Han Chongchong, Zhou Ting and Zhou Suifa.

The term of office of the directors is 5 years, and they can be re-elected if re-elected.

The board of directors shall have one chairman and one vice chairman.

Article 11 The Council is the decision-making body of the unit and performs the following duties:

(1) Amending the Articles of Association;

(2) Deciding on division, merger or termination;

(three) to decide on the appointment and removal of the chairman, vice chairman and directors;

(four) to determine the candidate for the legal representative, and to appoint and remove the person in charge of the executive organ;

(five) to formulate internal management system;

(six) to consider the annual work plan, financial budget and final accounts report;

(seven) to consider major business activities, large property disposal and important foreign activities;

(eight) to consider the annual work report and financial accounting report.

Article 12 The Council shall meet twice a year. In any of the following circumstances, a meeting of the board of directors shall be held:

(a) when the chairman thinks it is necessary;

(2) When more than 1/3 directors jointly propose.

Article 13 The vice chairman shall assist the chairman in his work; If the chairman fails to perform his duties, more than half of the directors shall jointly recommend a vice chairman or director to convene and preside over the meeting.

Article 14 When convening a board meeting, all directors shall be informed of the time, place and contents of the meeting 10 days before the meeting. If a director is unable to attend the meeting for some reason, he may entrust other directors to attend the meeting on his behalf in writing, and the power of attorney must specify the scope of authorization.

Article 15 A meeting of the board of directors shall be held only when more than half of the directors are present. The meeting of the board of directors is based on one person, one vote system. A resolution made by the Council must be passed by more than half of all the directors.

Resolutions on the following important matters shall be valid only if they are passed by more than 2/3 of all directors:

(1) Revision of the Articles of Association;

(two) the division, merger or termination of the unit;

(4) appointing or dismissing the museum director;

(5) To recall or add directors.

Article 16 The board of directors shall make minutes and resolutions on the decisions on matters discussed, and the directors present at the meeting shall sign the minutes and resolutions.

Resolutions made by the Council in violation of the Articles of Association or the Provisional Regulations on the Registration and Administration of Private Non-enterprise Units are invalid. The records of the board of directors shall be filed and kept by the personnel designated by the chairman.

Article 17 The chairman shall exercise the following functions and powers:

(1) Convening and presiding over the meetings of the Council;

(two) to check the implementation of the resolutions of the Council;

(three) other functions and powers stipulated by laws, regulations and the articles of association of the unit.

Article 18 The unit shall have a curator, who shall be responsible to the Council and exercise the following functions and powers:

(a) to preside over the daily work of the unit and organize the implementation of the resolutions of the Council;

(two) to organize the implementation of the annual business plan of the unit;

(three) to formulate plans for the establishment of internal institutions of the unit;

(four) to formulate internal management system;

(five) to propose the appointment or dismissal of the deputy and financial person in charge of the unit;

(six) to appoint or dismiss the person in charge of the internal organization.

The director of this unit attended the meeting of the Council as a non-voting delegate.

Article 19 The Company has three supervisors, namely Yang Xiaorong, zhaojie and Chen Xiujuan.

Article 20 Supervisors shall be selected by major donors, competent business units and registration administration organs. The term of office of the supervisor is the same as that of the director, and can be re-elected, but not more than two times. Directors, responsible persons, accountants and their close relatives may not concurrently serve as supervisors.

Article 21 The board of supervisors or supervisors shall perform the following duties:

(a) to supervise the activities of the unit in accordance with the articles of association;

(two) to attend the meeting of the Council and have the right to raise questions and suggestions to the Council;

(three) to supervise the work of the legal representative and check the financial and accounting information;

(four) have the right to report the situation to the competent business unit, the registration authority and the competent tax and accounting departments;

(5) Other functions and powers conferred by the articles of association.

Article 22 The meeting of the Board of Supervisors shall adopt the system of one person, one vote. The resolution of the Board of Supervisors shall be valid only if it is approved by a majority vote of all supervisors.

Chapter IV Legal Representative

Article 23 The legal representative of this unit is Zhou Yunxiang.

Twenty-fourth in any of the following circumstances, shall not serve as the legal representative of the unit:

(1) Having no or limited capacity for civil conduct;

(2) Being sentenced to a penalty for intentional crime, and less than five years have passed since the date when the penalty was executed;

(3) Being the legal representative of a social organization whose registration certificate has been revoked due to violation of law, and having personal responsibility, less than five years have passed since the date of revocation;

(4) Other circumstances stipulated by laws and administrative regulations.

The legal representative elected or appointed in violation of the provisions of the preceding paragraph is invalid. In case of any of the circumstances listed in the preceding paragraph during the legal representative's term of office, the private non-enterprise unit shall terminate his post in accordance with the provisions of the articles of association.

State functionaries shall not serve as the legal representatives of private non-enterprise units.

Chapter V Asset Management, Use Principles and Labor Employment System

Article 25 The property of a private non-enterprise unit includes:

(1) Registered capital;

(2) Property donated by the society;

(three) income from social services within the approved business scope, and income from government funding and purchase of services;

(4) Property formed by preserving and increasing value according to law;

(5) Other lawful property.

Article 26 This unit shall manage its own property in accordance with the principles of legality, safety and effectiveness.

Property shall be used in accordance with the provisions of the articles of association and shall not be distributed among applicants, donors or responsible persons.

No organization or individual may privately divide, misappropriate, intercept or occupy the property of the unit.

The use of state-owned assets by this unit shall comply with the relevant provisions on the supervision and administration of state-owned assets.

This unit shall not provide guarantees to other organizations and individuals with its property or borrow money unrelated to the purpose of the organization, and shall not become a joint and several liability investor of the investment organization.

Property funded by the government and property that is not allowed to be invested as stipulated in the donation agreement shall not be used for investment.

Article 27 This unit shall determine the financial system, formulate financial accounting reports, improve the internal control mechanism, standardize the use of bills and accept the supervision of the financial department in accordance with the unified national accounting system.

If the property comes from state aid or social donation or assistance, it shall be subject to the supervision of audit institutions.

This unit shall use the account put on record by the registration authority for fund transactions, and shall not use the account of other organizations or individuals.

Twenty-eighth with professional qualifications of accounting personnel. An accountant may not concurrently serve as a cashier. When an accountant transfers his job or leaves his post, he must go through the handover procedures with the receiver.

Twenty-ninth this unit must carry out financial audit before changing or replacing its legal representative.

Thirtieth the labor and social insurance system of this unit shall be implemented according to the laws and regulations of the state and the relevant provisions of the administrative department of labor security of the State Council.

Chapter VI Revision of Articles of Association

Article 31 Any amendment to the Articles of Association shall be submitted to the competent business unit for examination and approval within 15 days after the voting by the board of directors, and to the registration authority for approval within 30 days after the examination and approval by the competent business unit.

Chapter VII Termination and Disposal of Assets after Termination

Thirty-second private non-enterprise units in any of the following circumstances, it shall terminate, and apply to the registration authority for cancellation of registration:

(a) terminated in accordance with the articles of association;

(2) The resolution of the Council terminates;

(3) It needs to be terminated due to division or merger;

(four) unable to continue to engage in service activities in accordance with the purposes stipulated in the articles of association;

(five) the registration has been revoked or the registration certificate has been revoked according to law;

(six) unable to pay off the debts due, and the assets are not enough to pay off all the debts or obviously lack the solvency.

Article 33 This unit shall, within 30 days from the date of termination, set up a liquidation organization under the guidance of the competent business unit, the registration authority and other relevant authorities, start liquidation, and make an announcement to the public.

Article 34 This unit shall, within 15 days from the date of completion of liquidation, apply to the registration authority for cancellation of registration. During the liquidation period, no activities other than liquidation shall be carried out.

When applying for cancellation of registration, this unit shall submit an application for cancellation of registration, a liquidation report and documents approved by the competent business unit to the registration administration organ.

Chapter VIII Information Disclosure

Article 35 This unit shall submit the work report of the previous year to the registration authority through the unified information platform of the registration authority from March 1st to May 31st every year, and consciously accept the annual inspection. The annual work report includes:

(1) Basic information;

(2) Information on business activities;

(3) Organizational structure;

(four) accept the supervision and management of the relevant departments;

(5) Opinions of supervisors;

(six) the performance of information disclosure obligations;

(7) Financial and accounting reports;

(eight) other information required by the registration authority.

Thirty-sixth of the information has been made public, the unit shall make information disclosure files, safekeeping.

Article 37 Information involving state secrets, commercial secrets and personal privacy, as well as other information that is prohibited by laws and administrative regulations, shall not be made public. Information that the donor does not agree to make public shall not be made public.

Chapter IX Party Building Work

Thirty-eighth units in accordance with the "Constitution of the Communist Party of China" and "opinions on reforming the management system of social organizations to promote the healthy and orderly development of social organizations" and the relevant provisions to establish a party branch. The superior party organization of this unit is the Party Working Committee of Shangdu Road Office in Zhengdong New District of Zhengzhou City.

Thirty-ninth party organizations in this unit carry out organizational activities in accordance with the Constitution of the Communist Party of China and relevant regulations, hold general elections on schedule, and consciously accept the leadership of higher party organizations.

Chapter X Integrity and Self-discipline System, Brand Building and Social Service Activities

Fortieth this unit strictly implements the relevant provisions of the social organization's party style and clean government building and anti-corruption work. Strengthen the construction of a clean and honest culture and integrate the concept of honesty and self-discipline into all work.

Forty-first this unit implements the self-discipline commitment system, actively signs the self-discipline commitment letter and makes it public, strengthens the implementation of responsibilities, and ensures the fulfillment of social commitments.

Forty-second units in accordance with the relevant requirements, strengthen brand building, enhance service capabilities, expand brand promotion, improve social evaluation.

Chapter XI Supplementary Provisions

Article 43 The Articles of Association was adopted by the board of directors on December 20, 2016.

Article 44 The interpretation of the Articles of Association belongs to the Council.

Article 45 The Articles of Association shall come into force as of the date of approval by the registration authority.