Articles of Association of China Overseas Development Association

 

September 2012

 

Chapter 1 General Provisions

Article 1 The name of the association is China Overseas Development Association (previously known as China Industrial Overseas Development & Planning Association) (中国产业海外发展和规划协会), the abbreviation of which is CODA (“Association”).

Article 2 The Association is a national, industry-oriented and non-profitable social organization, which is formed by domestic enterprises, related service institutions and individuals that engage in overseas development on a voluntary basis. The Association has the legal personality of social organization.

Article 3 The Association shall follow the general principles set forth below: to comply with the Constitution, laws and regulations of the People’s Republic of China and its relevant state policies and adhere to social ethics; to act under the guidance of the Deng Xiao Ping Theory and the ideology of the “Three Representatives”, to thoroughly apply the Scientific Outlook on Development and keep pace with the times, and proactively promote the implementation of the “going abroad” strategy in accordance with the requirements of the establishment of the socialist market economic system; to play a bridging and linking role between the government, overseas (including Hong Kong and Macau Autonomous Regions and Taiwan Territory) investment enterprises and relevant planning and research institutions; to implement the state’s macroeconomic control policies, safeguard the legitimate rights and interests of the investment entities and strictly implement the industry self-regulation; and to promote the scientization, standardization and legalization of investment decision-making and management.

Article 4 The National Development and Reform Commission (NDRC) (“Supervisory Authority”) supervises the Association’s general operations, and the Ministry of Civil Affairs administers its registration as a social organization (“Registration Authority”). The Association adheres to the principles of taking actions according to the actual situation, providing equal consultation and coordinative services, carrying out service activities in accordance with laws, and operating according to the guidance and supervision of the Supervisory Authority, the Registration Authority and other relevant government agencies.

Article 5 The Association is located in Beijing.

 

Chapter 2 Operation Scope

Article 6 The operational scope of the Association includes:

(i) to implement the macroeconomic policies of the Party and the state, promote the healthy development of overseas investment by the Chinese industries, according to the socialist market economic system’s requirements, and to make contributions to the further opening up and the sustained, rapid and healthy economic development of the state;

(ii) to fully play the role of a bridge between overseas investment authorities and foreign investment entities, to implement overseas investment and industrial policies and planning of the government, to provide macroeconomic information and guidance for overseas investment activities, and to provide the government and other relevant departments with investment policies, legislations and major reform proposals etc. from overseas countries;

(iii) to assist the government in issuing guidance and supervision relating to overseas investment and to accelerate the state’s “going abroad” strategy;

(iv) to carry out theoretical research, policy analysis and economic exchanges regarding major issues in the practice of overseas investment, discuss development strategies, business models, scientific decision-making, planning and management of investment entities, and promote the healthy development of these entities;

(v) to provide consulting services regarding the investment environment, laws, accounting, audit, engineering, supervision and asset evaluation etc of the investment destination countries and regions for both the members of the Association (“Members”) and other overseas investment entities, to promote diversification of overseas investment entities, and to promote legalization, normalization and adherence to the market principles of these overseas investment activities;

(vi) to recommend overseas investment projects, introduce cooperation partners, expand investment channels, provide market forecasting and analysis, and promote the economic cooperation for the Members and the investment entities of all kinds;

(vii) to organize professional training and project visits and inspections both at home and abroad for the senior management personnel of the Members and other investment entities to improve their decision-making and management skills;

(viii) to strengthen dialogue with overseas investment promotion agencies (for the purpose of this Articles of Association, including Hong Kong and Macau Autonomous Regions and Taiwan), to establish working relationships with them, to promote bilateral and multilateral economic cooperation and to generally expand outbound investment operations;

(ix) to establish an electronic information network to compile and publish the Association’s publications, to enhance the exchange of information between our members and also to promote the Association online;

(x) to strengthen self-regulation of the investment entities and safeguard the legitimate rights and interests of the Members in accordance with the applicable laws; and

(xi) other work as to be assigned by the Supervisory Authority or to be determined by the Members.

 

Chapter 3 Members

Article 7 The Association aims to admit business entities as Members, but individuals may also be admitted under certain conditions.

Article 8 To apply for membership, candidates must:

(i) endorse these Articles of Association;

(ii) apply on a voluntary basis;

(iii) be an enterprise investing overseas, or be a relevant research institution or social organization. Among the Members, the “state-owned investment entities” shall refer to the wholly state-owned or state-holding enterprises, investment companies and assets management companies funded or authorized by the central government and the governments of the provinces, autonomous regions, municipalities or cities as are specifically designated in the state plan, provincial capital cities and the prefecture-level cities, or the relevant industry planning research institutions. “Non-state-owned investment entities” refers to collective enterprises, private enterprises, joint-equity cooperative enterprises, foreign-funded enterprises and the non-state-owned or holding limited liability companies or companies limited by shares which have a certain level of net and/or total assets and social influence; and

(iv) experts and other individuals who are accomplished in the field of overseas investment research and management may also apply for membership.

Article 9 Admission Procedures

(i) The candidate should submit an application letter and related materials to the Association;

(ii) Upon receipt of approval by the leadership of the Association and subsequent approval by the Association’s board of directors or managing board of directors (“Board of Directors” and “Managing Board of Directors”), the applicant will be admitted as Member of the Association; and

(iii) The Member shall then be issued with a membership card by an institution authorized by the Association.

Article 10 Members of the Association shall have the following rights:

(i) rights of election and being elected and voting rights of the Association;

(ii) rights to participate in any activity organized by the Association;

(iii) priority in receiving the Association’s services;

(iv) rights to comment on and supervise the work of the Association;

(v) rights to report unlawful acts of other Members and the rights to be heard; and

(vi) the freedom to withdraw their membership.

Article 11 Members shall perform the following obligations:

(i) to follow these Articles of Association and implement the resolutions of the Association;

(ii) to maintain the legitimate interests of the Association;

(iii) to implement Members’ self-regulation requirements;

(iv) to complete any work assigned to them by the Association;

(v) to pay the membership fee in accordance with the relevant provisions of the Association; and

(vi) to provide status updates and any other relevant materials to the Association.

Article 12 If a member withdraws their membership, the Member shall notify the Association in writing and return their membership card. Where a Member fails to perform its obligations under these Articles of Association for 1 year, it shall be deemed to have voluntarily withdrawn from the Association.

Article 13 In case of serious violation of these Articles of Association, the membership of the violating Member shall be cancelled subject to the approval by voting of the Board of Directors or the Managing Board of Directors.

 

Chapter 4 Generation and Removal of Organs and Persons in Charge

Article 14 The organ of power of the Association shall be the general meeting of the members (“General Meeting of Members”), the functions of which include:

(i) to formulate and revise these Articles of Association;

(ii) to elect and remove directors;

(iii) to review the Board of Director’s work and financial reports;

(iv) to formulate and revise the Association’s standard fee structure;

(v) to decide the Association’s primary working principles and tasks ;

(vi) to decide issues regarding termination; and

(vii) to decide any other major issues.

Article 15 The General Meeting of Members may only be held where at least 2/3 of the Members are in attendance, and the resolution of such meeting may only be effective where the majority of the Members present vote in favor of such resolution.

Article 16 The General Meeting of Members shall be convened once every 5 years.

Article 17 The Board of Directors shall be the executive body of the General Meeting of Members, which shall direct the daily work of the Association during the intersessional period of the General Meeting of Members and which shall report to the General Meeting of Members. The term of the Board of Directors shall be 5 years; early or postponed transition of the Board of Directors under special circumstances shall be subject to the approval by voting of the Board of Directors and then the review of the Supervisory Authority and the approval of the Registration Authority. Extension of the Board of Directors’ term shall in no event exceed 1 year.

Article 18 Functions of the Board of Directors shall include:

(i) to execute the resolution of the General Meeting of Members;

(ii) to elect and remove the Chairman, Vice Chairman, Secretary-General and the Managing Director;

(iii) to prepare for the convening of the General Meeting of Members;

(iv) to report the work and financial status of the Association to the General Meeting of Members;

(v) to decide the admission and removal of Members;

(vi) to decide the establishment, deregistration and change of the Association’s offices, branches, representative offices and/or entities;

(vii) to decide engagement of the Vice Secretary-General and persons in charge of the Association’s institutions;

(viii) to direct the work of the Association’s institutions;

(ix) to formulate the Association’s internal administrative;

(x) to decide any other major issues.

Article 19 The meeting of the Board of Directors may only be held where at least 2/3 of the directors are in attendance, and the resolution of such meeting may only be effective where at least 2/3 of the directors present vote in favor of such resolution.

Article 20 Meetings of the Board of Directors shall be convened at least once a year; in the event of special circumstance, such meeting can be held via other forms of communication in lieu of a meeting.

Article 21 The Association shall have a Managing Board of Directors, which shall be elected by the Board of Directors and consist of no more than 1/3 of the total number of Directors. The Managing Board of Directors shall implement the functions set forth in Paragraphs 1, 3, 5, 6, 7, 8 and 9 of Article 18 during the intersessional period of the Board of Directors and report to the Board of Directors.

Article 22 Meetings of the Managing Board of Directors may only be held where at least 2/3 of the managing directors are in attendance, and the resolution of such meeting may only be effective where at least 2/3 of the managing directors present vote in favor of such resolution.

Article 23 Meetings of the Managing Board of Directors shall be convened at least once every 6 months; in the event of any special circumstances, such meeting can be held via other forms of communication in lieu of a meeting.

Article 24 The prerequisites for the Chairman, Vice Chairman and Secretary-General are as follows:

(i) adherence to the lines, guidance and policies of the Party and excellent political quality;

(ii) having gained a prominent and influential position in the field of overseas investment business;

(iii) must be no more than 70 years old and the Secretary-General shall work full time;

(iv) in good health and able to commit to the work required of them;

(v) not be subject to a criminal penalty or having ever been deprived of their political rights; and

(vi) having full capacity for civil conduct.

Article 25 If the Chairman, Vice Chairman or Secretary-General is over 70 years old, their appointment shall be subject to the approval of a vote by the Board of Directors, review by the Supervisory Authority and approval from the Registration Authority.

Article 26 The term of Chairman, Vice Chairman and Secretary-General shall be 5 years, and they may not hold the position for more than 2 consecutive terms. Extension shall only be permitted under special circumstances and shall be subject to approval of at least 2/3 of the Members of the General Meeting of Members, review by the Supervisory Authority and approval from the Registration Authority.

Article 27 The Chairman shall be the legal representative of the Association, who shall execute the major documents on behalf of the Association. The legal representative of the Association may not serve as the legal representative of any other organization.

Article 28 The Chairman of the Association shall exercise the following functions:

(i) to convene and preside over the meetings of Board of Directors and the Managing Board of Directors;

(ii) to supervise the implementation of resolutions arising from General Meetings of Members, the Board of Directors and the Managing Board of Directors; and

(iii) to nominate the Secretary-General, Vice Secretary-General and the persons in charge of the Association’s subordinate institutions for the Board of Directors and the Managing Board of Directors to decide.

Article 29 The Secretary-General of the Association shall exercise the following functions:

(i) to oversee the daily work of the Association’s offices and to implement the annual work plan;

(ii) to coordinate the work of the branches, representative offices and other entities;

(iii) to oversee the engagement of full-time staff in the administrative offices, representative offices and other entities; and

(iv) to handle other daily matters.

Article 30 The Association has a number of subordinate institutions which function through an Association-Professional Committee two-level organizational system. Each institution shall formulate working rules and participate in the activities of the Association under the general principles of these Articles of Association.

These institutions shall implement the registration procedures in accordance with the relevant provisions.

 

Chapter 5 Management and Use of Assets

Article 31 Source of Funding

(i) Membership fees;

(ii) donations;

(iii) funds subsidized or appropriated by the government or the Supervisory Authority;

(iv) income received from activities and services carried out within the Association’s business scope;

(v) accrued interest; and

(vi) other legitimate income.

Article 32 The Association receives membership fees in accordance with relevant state regulations.

Article 33 The Association’s funding shall be used according to the terms set forth in these Articles of Association.

The wages, insurance and benefits of the Association’s full-time staff shall be determined by reference to the standards of state institutional organizations as set forth by relevant provisions.

Article 34 The Association shall set up a strict financial management system and ensure the legitimacy, authenticity, accuracy and completeness of their accounting materials.

Article 35 The Association shall employ qualified accounting personnel. The Accountant may not concurrently serve as cashier. The work of accounting personnel will be subject to accounting verification and supervision. If any of the accounting personnel transfers from or leaves their position, they must do so according to the correct handover procedures.

Article 36 Management of the Association’s assets shall comply with the state’s financial management provisions and be subject to the supervision of the General Meeting of Members and the relevant financial authorities. Assets received via state funding or social donation shall be subject to supervision of by the audit authorities and must be made public in an appropriate manner.

Article 37 Before a transition of the Board of Directors or change of legal representative, the Association must undergo a financial audit organized by an audit institution to be approved by the Registration Authority and the Supervisory Authority.

Article 38 The Association’s assets shall not be subject to occupation, unauthorized division and misappropriation of any entity or individual.

 

Chapter 6 Amendment Procedures of Article of Association

Article 39 Any amendment to these Articles of Association shall be adopted by voting of the Board of Directors and then submitted for review by the General Meeting of Members.

Article 40 The amended Articles of Association shall be submitted for review by the Supervisory Authority within 15 days of them being adopted by the General Meeting of Members, and then be submitted for the approval of the Registration Authority. Such amended Articles of Association shall take effect upon approval by the Registration Authority.

 

Chapter 7 Termination Procedure and Disposal of Assets after Termination

Article 41 In the event that the Association completes its purpose, or voluntarily dissolves itself, or de-registers itself due to division, merger or other reasons, the Board of Directors or Managing Board of Directors shall propose the termination motion.

Article 42 The termination motion shall be subject to the adoption by voting of the General Meeting of Members and approval by the Supervisory Authority.

Article 43 The Association, before termination, shall set up a liquidation organization under the direction of the Supervisory Authority and other relevant authorities to clear any creditor's rights and debts and to handle any other related matters. During liquidation, the Association may not carry out any activities other than those related to the liquidation.

Article 44 The Association shall be terminated upon completion of the Registration Authority’s de-registration procedures.

Article 45 Any remaining assets following termination of the Association shall be used, under the supervision of the Supervisory Authority and the Registration Authority, in developing business with purposes consistent with those of the Association in accordance with relevant state regulations.

 

Chapter 8 Supplementary Provisions

Article 46 These Articles of Association have been approved by voting at its Fourth General Meeting of Members on 26 September 2012.

Article 47 The Board of Directors reserves the interpretation rights of these Articles of Association.

Article 48 These Articles of Association shall take effect as of the date of approval by the Registration Authority.