Charter of Shenzhen South University of Science and Technology of China Education Foundation

Chapter I General Principles

Article I Name of the Foundation: Shenzhen South University of Science and Technology of China Education Foundation.

Article II This Foundation is a non- public fundraiser.

Article III Tenet of the Foundation: the Foundation would abide by the Constitution, the laws, rules and regulations and national policies of People's Republic of China, and comply with social morality. It is to devote itself to improve the level of educational undertaking of our country, promote the reform of the higher education, and accelerate the development of university teaching, scientific research and high technology development.

Article IV Original fund of the Foundation is RMB 2,000,000, voluntary donations from the enterprises and individuals.

Article V The registration authority of the Foundation is Civil Affairs Bureau of Shenzhen. And the business administrativeunit is the functional department of the People's Government of Shenzhen.

Article VI Address of the Foundation: SUSTC Administrative Building, No.1088 Xueyuan Blvd., Xili, Nanshan District, Shenzhen, 518055

Chapter II Business Scope

Article VII The business scope of the public service activities of the Foundation is:

(I) Reward the faculty and students who make contributions to the teaching, scientific research, and high technology development;

(II) Support the poor students as well as the academic exchange and cooperation;

(III) Fund the interscholastic programs and international academic conferences.

Chapter III Organization and Structure, and Persons in Charge

Article VIII The Foundation’s Board of Directors is composed of 15 members.

The service term of the directors of the Foundation is two years, and when the term is expired, the directors can serve for another term in case of reelection.

Article IX Eligibility of Directors:

(I) Support the Charter of the Foundation, and make earnest efforts to the social and public welfare undertakings;

(II) Possess the willingness to join in the Foundation and to assume the obligations specified by the Foundation;

(III) Have a certain influence in the business (subject) field of the Foundation and also the relevant work experience;

(IV) Be able to fulfill their duties, ensure that the use of the donated property complies with the willingness of the donors and the charitable purpose of the Foundation, to guarantee the safety as well as the maintenance and appreciation of the value of the Foundation’s property;

(V) Be honest and self-disciplined, fair and just in handling affairs;

(VI) Have full capacity for civil conduct.

Article X Election and Dismissal of Members:

(I) The first directors shall be nominated by the business administrative unit, major donors and initiators respectively and determined through joint negotiation.

(II) At the general election of the Board of Directors, the business administrative unit, the Board of Directors and the major donors shall jointly nominate the candidates and organize the leading group of the general election and all the candidates to jointly elect the new Board of Directors.

(III) The dismissal and supplement of the board members shall be approved by the Board of Directors through voting and reported to the business administrative unit for review and approval;

(IV) The results of the election and dismissal of the directors shall be reported to the registration authority for filing.

(V) The natural persons with close relations shall not simultaneously hold the post in the Board of Directors.

Article XI Rights and Obligations of Directors:

(I) Rights of Directors:

1. The rights of election, standing for election and voting in the Foundation;

2. The rights of information, supervision and guidance on the work of the Foundation;

3. The right to participate in the activities of the Foundation;

4. The right of proposing to the Board of Directors in writing as for the matter of no longer serving as a director.

(II) Obligations of Directors:

1. Comply with the Charter, and implement the resolutions of the Board of Directors;

2. Maintain the legitimate rights and interests of the Foundation;

3. Ensure the legitimate use of the donated funds;

4. Complete the work assigned by the Foundation and assume the compensation liability for damages to the Foundation’s property due improper decision making participated in;

5. Report and provide relevant materials to the Foundation.

Article XII The Foundation’s decision-making organization is the Board of Directors. And the Board of Directors shall exercise the following rights:

(I) Formulate and amend the Charter;

(II) Elect and dismiss the Chairman, Vice Chairman and Secretary General;

(III) Make decisions on the plans of major events, including acceptance and management of the donation;

(IV) Examine and approve the annual budget plan and final accounts;

(V) Formulate the internal management system;

(VI) Decide to set up the business offices, branches and representative offices;

(VII) Decide the recruitment of the Vice Secretary General in charge of all departments nominated by the Secretary General;

(VIII) Hear and review the work report given by the secretary general and inspect his/her work;

(IX) Decide the division, merger or termination of the Foundation;

(X) Decide other important matters.

Article XIII The Board of Directors shall hold at least two sessions in a year. And the session shall be summoned and presided over by the Chairman.

Once proposed by 1/3 of the board members, the board session must be held. If the Chairman is unable to summon the conference, the proposing directors can elect a convener.

When the conference of the Board of Directors is to be convened, the Chairman or the convener shall inform all the directors and supervisors 5 days beforehand.

Article XIV The board meeting will be held only when 2/3 or more directors are attended

The resolutions of can be valid only after the approval of at least half of the attendees.

The resolutions on the following matters shall come into effect with approval of two-third of attendees:

(I) Modification of the charter;

(II) Election or dismissal of the Chairman, Vice Chairman and Secretary General;

(III) Important endowment and investment activities regulated by the charter;

(IV) Division and merger of the Foundation.

Article XV The minutes shall be made for the board meeting. If a resolution is concluded, the minutes shall be finished, read and signed by attendees at the meeting. If the resolutions violate the provisions of laws, regulations or charter and result in the loss for the Foundation, the directors who take part in decision of the resolution shall bear responsibility. However, if it is proved that the director has voted against the resolution and there are records in the minutes, the directors can be exempted from the liability.

Article XVI There will be one supervisor for the Foundation. The term of the supervisor will be same as that of the board members. When the term expires, the supervisor will renew his or her term for reappointment.

Article XVII Board members, close relatives of board members and the financial and accountancy personnel of the Foundation will not act as the supervisor.

Article XVIII Election and dismissal of the supervisor:

(I) Supervisor can be appointed respectively by the major donors and the business administrative unit;

(II) The registration and administrative authority can be assigned in accordance with demand of work;

(III) The change of the supervisor shall be in accordance with the election procedures.

Article XIX Rights and Obligations of the Supervisor:

(I) Check the financial and accounting materials of the Foundation in accordance with the procedures specified in the charter, and supervise the board of directors to abide by laws and regulations, and the charter.

(II) Attend board meeting, inquire and make suggestions to the board, and to report to registration and administrative authority, tax and accounting administrative authorities.

(III) Comply with the relevant laws and regulations and the charter of the Foundation, and faithfully perform the duties.

Article XX Paid members in the Foundation shall not exceed 1/3 of the total number. The supervisor and non-full-time board member shall not be paid by the Foundation.

Article XXI If the personal interests of the directors are associated with that of the Foundation, the directors shall not participate in the decision making process of the relevant matters; and the chairman, supervisor and their close relatives shall not have any dealings with the Foundation.

Article XXII The Board of Directors has a Chairman, Vice Chairman and Secretary General who are elected from the members.

Article XXIII The Chairman, Vice Chairman and Secretary General of the Foundation shall be:

(I) Influential in the business scope of the Foundation;

(II) No more than 70 years of age; and full-time for the secretary general;

(III) In good health and able to fulfill their duties;

(IV) With full capacity for civil conduct.

Article XXIV Individuals with one of the following circumstances are not allowed to be appointed as the Chairman, Vice Chairman and Secretary General of the Foundation:

(I) Currently employed by state bodies;

(II) Have been sentenced to public surveillance, detention or imprisoned within 5 years of the end of that sentence because of committing a crime;

(III) Currently or formerly have been under penalty of having been deprived of their political;

(IV) Have served in such posts and had legal culpability at other foundations that were closed down for illegal activities within 5 years of the closure of the said foundation.

Article XXV The term of the Chairman, Vice Chairman and Secretary General of the Foundation is 2 years, and no more than two consecutive terms shall be served. If it is required for serving more than two consecutive terms due to special circumstances, the Board of Directors shall vote for approval through special procedures and report to the registration authority for approval, thereafter, the post can be hold.

Article XXVI The Chairman of the Foundation is the legal representative of the Foundation. The legal representative of the Foundation shall not serve as the legal representative of any other organizations.

The legal representative of the Foundation shall be held by a Chinese mainland resident.

During the tenure, if the Foundation conducts the activities violating the Regulations on Foundation Administration and the Charter, the legal representative shall bear the relevant responsibilities. If it is the dereliction of duty of the legal representative that results in violations or Foundation’s property loss, the legal representative shall assume individual responsibilities.

Article XXVII The Chairman of the Foundation has the following rights:

(I) Convene and preside over the board meetings;

(II) Review the implementation of the resolutions of the board;

(III) Sign the important documents on behalf of the Foundation;

(IV) Authorize the Vice Chairman to take charge of the board in case of his/her failure to fulfill his/her duty;

(V) Exercise other rights conferred by the charter and the board of directors.

The Vice Chairman and Secretary General of the Foundation shall work under the leadership of the Chairman, and the Secretary General has the following rights:

(I) Preside over the daily work and organize to implement the resolutions of the Board of Directors;

(II) Organize yearly public benefit activities for the Foundation;

(III) Draw up the fund raising, management and use plans;

(IV) Draw up the rules and regulations on the internal management of the Foundation, and report to the Board of Directors for approval;

(V) Coordinate the work among organizations;

(VI) Propose the appointment or dismissal of Vice Secretary General and financial administrator; the proposal is subject to the final decision of the board;

(VII) Propose the appointment or dismissal of department heads; the proposal is subject to the final decision of the board;

(VIII) Exercise other rights conferred by the charter and the board of directors.

Chapter IV Management and Use of Asset

Article XXVIII The Foundation is a non- public foundation, and the Foundation's income is from:

(I) Voluntary donations from natural persons, legal persons or other organizations;

(II) Government funding;

(III) Income on investment;

(IV) Other legitimate income

Article XXIX The Foundation shall accept the donations in accordance with the laws and regulations, and in compliance with the purpose of the board and business scope of the public benefit activities.

Article XXX When accepting the donations, the Foundation shall make public the activities planned to be conducted and the details of how it is to be spent. Important investments and public benefit activities shall be reported to the business administrative unit and registration authority for filing.

Article XXXI The assets of foundation and its other sources of incomes are protected by laws. No unit or individual may take a portion or the whole thereof or misuse it in any way.

Article XXXII The Foundation shall use the property in accordance with the tenet and business scope of public service activities prescribed in the Charter of the Foundation; and if the specific use of the donations is defined in the donation agreement, the donations shall be used in accordance with the conventions of the donation agreement.

When the supplies donated are not usable for the purpose of the tenet of the Foundation, the Foundation can auction or sell the supplies in accordance with the laws, and the proceeds shall be used for the purpose of the donations.

Article XXXIII Assets of the Foundation are mainly used to:

(I) Reward the excellent students and teachers;

(II) Subsidize the poor students or needy students due to illness or accidents;

(III) Fund the basic research and teaching research, and support the construction of the key curriculum and disciplines;

(IV) Fund the outstanding teachers and students to study abroad and participate in the international academic conferences;

(V) Fund the teachers and students to publish papers in the first-class academic journals at home and abroad;

(VI) Fund the improvement of the teaching and scientific research facilities, including buildings, apparatuses, books, etc.;

(VII) Daily work for the Foundation.

Article XXXIV The major investment and public benefit activities of the Foundation refer to:

(I) Donations amount more than RMB one million;

(II) Donation activities with a certain social impact or significance, and with additional conditions;

(III) Single funded program with amount more than RMB 500,000;

(IV) Other investment behaviors with amount more than RMB one million in financial field for the maintenance and increment of the values of the Foundation assets.

Article XXXV The Foundation should realize the maintenance and increment of assets in the legal, safe and effective principles.

Article XXXVI The annual expenditures for the public benefit activities as specified in the Charter of the Foundation shall not be less than 8% of the surplus from the previous year.

The expenditures for the wages and benefits of the Foundation’s staff and the administration shall not exceed 10% of the total expenditures of that year.

Article XXXVII When carrying out the funded public benefit programs, the Foundation shall publish the categories, application and review process of the funded public service programs to the public.

Article XXXVIII The donors have the right to inquire the use and management of the donated property from the Foundation, and offer opinions and suggestions. The Foundation shall promptly and truthfully respond to the inquiries of the donors.

If the Foundation uses the donated property against the donation agreement, the donors have the right to require the Foundation to comply with the donation agreement or apply to the People's Court for revocation of donations and terminate the donation agreement.

Article XXXIX The Foundation can sign agreements with a grantee setting out the funding modes, amount as well as use of the funds.

The Foundation has the right to supervise the use of funds. If a grantee fails to use the funds in accordance with the agreement or there are other cases of breach of the agreement, the Foundation is entitled to terminate the funding agreement.

Article XL The Foundation shall implement the nationally uniform Accounting System of Private Non-profit Organization, conduct the accounting in accordance with the laws and establish and improve the internal accounting supervision system, to ensure that the accounting data is legitimate, authentic, accurate and complete.

The Foundation shall submit itself to the supervision of its accounts and tax records by the appropriate authorities in accordance with the law.

Article XLI The Foundation is with professional accounting personnel. The accountant shall not act as cashier simultaneously. And when the accounting staff is transferred or leave the job, the handover must be conducted with the personnel who take over the work.

Article XLII The period from January 1 to December 31 is the business and accounting year of the Foundation, before March 31 every year, the Board of Directors shall check and approve the following items:

(I) The business report and final accounting of revenue and expenditure of the last year;

(II) The business plan and financial budget for revenues and expenditures of this year;

(III) The property inventory (the donor register and the relevant information in this year).

Article XLIII The financial audit shall be conducted when the Foundation is annually reviewed, the general election is carried out, the legal representative is changed, or the liquidation is conducted.

Article XLIV The Foundation shall accept the annual inspection organized by the registration administration authority in accordance with the provisions of the Foundation Regulations on Administration.

Article XLV After the annual inspection by the registration administration authority, the Foundation shall publish the annual work report on the media specified by the registration administration authority and accept the inquiry and supervision of the public.

Chapter V Termination and Disposal of Residual Property

Article XLVI In the following circumstances, the Foundation shall be terminated:

(I) The tenet specified in the Charter is completed;

(II) The Foundation can’t continue to engage in the public service activities in accordance with the tenet specified in the Charter;

(III) The Foundation is divided or merged.

Article XLVII The termination of the Foundation shall be reported to the business administrative unit for review and approval within 15 days after the voting of the Board of Directors. And within then 15 days after the review and approval by the business administrative unit, the application shall be submitted to the registration administration authority for cancellation of the registration.

Article XLVIII Before applying for the cancellation of registration, the Foundation shall establish the liquidation organization under the guidance of the registration administration authority and the business administrative unit, to complete the liquidation work.

The Foundation shall conduct the cancellation of registration from the registration administration authority within 15 days from the date of the liquidation; and no activity beyond the liquidation shall be carried out during the liquidation period.

Article XLIX The residual property of the Foundation shall be used for the public welfare purposes in the following ways after the cancellation of the registration under the supervision of the business administrative unit and registration administration authority:

(I) The residual property donated for a specified purpose can be used for other public welfare purposes designated by the donors through the negotiation with the donors (or the benefited personnel);

(II) Fund the student and faculty rewarding as well as the student loaning programs, etc.;

(III) Fund the teaching or scientific research programs, etc.

For the residual property that can’t be treated in the ways described above, the registration administration authority shall organize to donate to the social public service organizations with the nature and tenet identical to those of the Foundation, and published to the society.

Chapter VI Modification of the Charter

Article L The modification of the Charter shall be reported to the business administrative unit for review and approval within 15 days after the voting of the Board of Directors, and then reported to the registration administration authority for approval after the review and approval of the business administrative unit.

Chapter VII Supplementary Provisions

Article LI The Charter is adopted by the board of directors on December 3, 2011.

Article LII The right of interpretation of the Charter belongs to the Board of Directors.

Article LIII The Charter shall enter into force from the date of the approval by registration authority.