New Sunshine Charity Foundation

cheng.zhang@isun.org

Chapter I General Principles

Article 1 The name of this Foundation is New Sunshine Charity Foundation, also known as “New Sunshine Foundation” (hereinafter referred to as “New Sunshine”).

Article 2 This Foundation is qualified to solicit public funds.

Article 3 The purpose of this Foundation is to carry out charitable activities for non-profit purposes, and to love others as we love ourselves.

This Foundation observes the Constitution, laws, regulations and national policies of the country, 践行社会主义核心价值观，abides by social ethics and morality, follows the charity purposes, actively fulfills its social responsibilities, consciously strengthens its integrity and self-discipline, adheres to honesty and trustworthiness and a regulated growth, and enhances social credibility. The person in charge of this Foundation, being diligent and responsible, shall comply with the laws and disciplines, and maintain a sound social credit.

Article 4 The original fund amount of this Foundation is RMB 4 million, which is jointly donated by Deng Qingquan, China Children and Teenagers’ Fund, Li Meilin, Wanhua Ecological Board Co., Ltd., Guangzhou Holike Creative Home Co., Ltd., Shenzhen Sand River Golf Club Co., Ltd., Genial Flow (Tianjin) Asset Management Co., Ltd., China Youth Development Foundation and Guangzhou Yadan Cabinet Industry Co., Ltd.

Article 5 本基金会坚持中国共产党的全面领导，根据中国共产党章程的规定，设立中国共产党的组织，开展党的活动，为党组织的活动提供必要条件。暂不具备单独建立党组织条件的，可以通过建立联合党组织或由上级党组织选派党建指导员等方式，指导开展党的工作。本基金会邀请党组织负责人参加或列席本基金会管理层会议。党组织对本基金会重要事项决策、重要业务活动、大额经费开支、接收大额捐赠、开展涉外活动等提出意见。This Foundation shall be registered at the Beijing Municipal Civil Affairs Bureau which, as the registration authority, shall also review and supervise the operation of this Foundation according to relevant laws and regulations. .

Article 6 The domicile of this Foundation is at Room 903, No. 25, Lantianchang South Road, Haidian District, Beijing, 100097, China.

Chapter II Scope of Business


Article 7 The scope of business of this Foundation in public welfare activities and projects includes: funding for disaster relief and post-disaster reconstruction, disease prevention and treatment, assistance for orphans, the elderly and the disabled, humanitarian assistance for major diseases, education support, and public welfare research and training, etc.

Chapter III Organizational Structure and Person in Charge

Article 8 The board of directors of this Foundation shall consist of 5-25 members.

The term of office of a director shall be 5 years. A director may be re-elected upon expiration of his/her term of office.

Article 9 The qualifications of directors are as follows:

  1. Be enthusiastic for public welfare undertakings;
  2. Be willing to donate property to this Foundation or willing to work for this Foundation;
  3. Support the purpose of this Foundation;
  4. Have independent civil capacity; and
  5. No criminal record.

Article 10 Appointment and removal of directors are conducted as follows:

  1. The members of the first board of directors are nominated respectively and then jointly discussed and determined by the registration authority, main donors, and sponsors
  2. When the board of directors is re-elected, the registration authority, the board of directors, and the main donors shall jointly nominate candidates and form a re-election leading group to organize the re-election re-appointment of the new board.
  3. The removal or addition of directors shall be voted and approved by the board of directors and the results submitted to the registration authority.
  4. The results of the election and removal of directors shall be submitted to the registration authority for filing.
  5. Close relatives shall not serve on the board of directors at the same time.

Article 11 Rights and obligations of directors:

Rights shall include:

  1. Right to elect and be elected;
  2. Right to vote;
  3. Right to make suggestions and criticism;
  4. Right to be involved in the management of the internal affairs of this Foundation; and
  5. Other rights in accordance with the Articles of Association of this Foundation.

Obligations shall include:

  1. Obligation to perform the Articles of Association;
  2. Obligation to implement resolutions;
  3. Obligation to undertake entrusted affairs;
  4. Obligation to maintain the reputation of this Foundation; and
  5. Other obligations in accordance with the Articles of Association of this Foundation.

Article 12 The decision-making body of this Foundation is the board of directors. The board of directors shall exercise the following functions and powers:

  1. Establishment of and amendments to the Articles of Association;
  2. Election and Removal of the Chairman, the Vice-Chairman and the Secretary-General;
  3. Decisions on major business and activity plans, including plans for the collection, management and use of funds;
  4. Examination and approval of annual revenue and expenditure budgets and final accounts;
  5. Establishment of internal management regulations;
  6. Decisions on the establishment of offices, branches, and representative offices;
  7. Decisions on the appointment of Deputy Secretary-Generals nominated by the Secretary-General and principal officers of various departments;
  8. Hearing and review of reports on the work of the Secretary-General, and inspection of the work of the Secretary-General;
  9. Decisions on the division, merger or termination of this Foundation;
  10. Decisions on the establishment of a special fund;
  11. Decisions on the appointment and removal of related positions of this Foundation such as honorary director, lifetime honorary director, honorary Vice-Chairman, and honorary Chairman;
  12. Decisions on the establishment, dissolution and merger of standing committees under the board of directors, as well as the appointment and dismissal of the directors and deputy directors of such committees; and
  13. Decisions on other important matters.

Article 13 The board of directors shall meet at least twice annually. The Chairman shall convene and preside over the meetings.

Upon the proposal of one third of directors, a meeting must be convened. In case the Chairman is unable to convene the meeting, the proposing directors may elect a convener.

The Chairman or convener shall notify all directors and supervisors 5 days prior to the date when a meeting of the board of directors is to be convened.

In case a director cannot attend the meeting in person for any reason, he/she may entrust an agent in writing to attend and vote on the meeting. A meeting of the board of directors may be convened online, by teleconference or other means of communication.

Article 14 A meeting of the board of directors shall be held only when more than two thirds of the directors are present; a resolution at the meeting shall be valid only when it is approved by more than half of the directors.

Resolutions on the following important matters shall be valid only when they are voted by the directors present and approved by more than two thirds of the directors:

  1. Amendment to the Articles of Association;
  2. Election or removal of the Chairman, Vice Chairman and Secretary-General;
  3. Major fund-raising and investment activities as stipulated in the Articles of Association;
  4. Division or merger of this Foundation; and
  5. Other resolutions that have a significant impact on this Foundation.

Article 15 Meeting minutes shall be kept for a meeting of the board of directors. In case a resolution is made at a meeting, a meeting minutes shall be drafted at the meeting, and reviewed and signed by the directors present. In case a resolution passed in the board of directors violates the laws, regulations or the Articles of Association, which causes losses to this Foundation, the directors involved therein shall be held responsible. However, any director(s) proved by the minutes to have voted against the resolution shall be exempted from such liabilities.

Article 16 This Foundation has three supervisors to form a supervisory committee. The supervisors have the same term of office as directors, and may be reelected upon expiration of their term of office.

Article 17 Directors, close relatives of the directors, and accounting and finance staff of this Foundation shall not serve as supervisors.

Article 18 Appointment and removal of supervisors are as follows:

  1. Supervisors can be appointed by the main donors and the registration authority;
  2. Supervisors can be appointed by the registration authority as needed by its operation;
  3. Change of supervisors shall follow the same procedures as those for the appointment of supervisors.

Article 19 Rights and obligations of a supervisor are as follows:

Supervisors shall review and inspect the financial and accounting information of this Foundation in accordance with the procedures stipulated in the Articles of Association, and supervise the compliance of the board of directors with laws and the Articles of Association.

Supervisors may, as attendees without voting rights, attend meetings of the board of directors, and shall have the right to raise questions and suggestions to the board of directors, and shall report any irregularities to the registration authority and the taxation and accounting authorities.

Supervisors shall abide by relevant laws and regulations and the Articles of Association, and faithfully perform their duties.

Article 20 The number of directors on the payroll of this Foundation shall not exceed one third of the total number of directors. Supervisors and directors who do not hold full-time jobs in this Foundation shall not receive remuneration from this Foundation.

Article 21 No directors of this Foundation shall be involved in the decision-making of related matters if their personal interests are associated to the interests of this Foundation. No directors, supervisors of this Foundation or their close relatives shall conduct any transactions with this Foundation.

Article 22 The board of directors shall have a Chairman, a Vice-Chairmen and a Secretary-General, who shall be elected from the directors.

Article 23 The Chairman, Vice Chairman and Secretary General of this Foundation must meet the following qualifications:

  1. Strong influence in the field of business of this Foundation;
  2. Not older than 70 years old when taking office the Secretary-General shall be full-time;
  3. In good health and be able to work normally; and
  4. Full civil capacity.

Article 24 Any person under any of the following circumstances shall be prohibited from serving as the Chairman, the Vice Chairman and the Secretary General of this Foundation:

  1. Those who hold a position at state government agencies;
  2. Those who have been sentenced to administrative control, criminal detention, or fixed-term imprisonment for a crime, with less than 5 years elapsed since the completion of any sentence;
  3. Those who in or have been in the deprivation of political rights due to a crime; or
  4. Those who have served as the Chairman, Vice Chairman or Secretary-General of a foundation whose registration was revoked due to violation of laws, and have been personally responsible for such violations, with less than 5 years elapsed since the revocation of the said foundation.

Article 25 Hong Kong residents, Macau residents, Taiwan residents and foreigners who serve as the Vice Chairman or Secretary-General of this Foundation shall reside in Chinese mainland for no less than 3 months each year.

Article 26 The Chairman, Vice-Chairman, and Secretary-General of this Foundation shall have a term of office of 5 years, and shall not be re-elected for more than two consecutive terms. An extended term of office required due to special circumstances shall be valid only when it is voted and approved by the board of directors through special procedures, and reviewed and approved by the registration authority.

Article 27 The Chairman is the legal representative of this Foundation. The legal representative of this Foundation shall not concurrently serve as the legal representative of other organizations.

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

During his/her term of office, the legal representative of this Foundation shall be liable for this Foundation’s violation of the Regulations for the Administration of Foundations and the Articles of Association. The legal representative shall be also liable for this Foundation’s violation of laws or loss of property caused by his/her negligence of duty.

Article 28 The Chairman of the board of directors of this Foundation shall exercise the following functions and powers:

  1. To convene and preside over meetings of the board of directors;
  2. To check the implementation of resolutions of the board of directors;
  3. To sign important documents on behalf of this Foundation; and
  4. Other functions and powers granted by the Articles of Associations and the board of directors.

The Vice Chairman and Secretary General of this Foundation shall carry out their work under the leadership of the Chairman, and the Secretary General shall exercise the following functions and powers:

  1. To organize and implement the annual plan for public welfare activities of this Foundation;
  2. To draft the internal management rules and regulations of this Foundation and submit them to the board of directors for approval;
  3. To draft plans for the collection, management and use of the funds;
  4. To preside over the daily operation and organize the implement the resolutions of the board of directors;
  5. To coordinate the work of various departments;
  6. To propose the appointment or removal of the Deputy Secretary-General and the Chief Financial Officer, which shall be decided by the board of directors;
  7. To propose the appointment or removal of principal officers of various agencies, which shall be decided by the board of directors;
  8. To decide on the employment of full-time staff of various agencies;
  9. Other functions and powers granted by the board of directors.

Chapter IV Management and Use of Property

Article 29 The income of this Foundation shall be derived from:

  1. Income from fund-raising campaigns;
  2. Voluntary donations from natural persons, legal persons or other organizations;
  3. Asset investment income; and
  4. Other lawful income, etc.

Article 30 This Foundation shall accept donations in accordance with laws and regulations, and the purpose and the business scope of public welfare activities as stipulated in the Articles of Association.

Article 31 This Foundation shall reasonably design charitable projects in compliance with the purpose of this Foundation and the relevant provisions hereof. This Foundation shall optimize the implementation process, reduce operating costs, and improve the effectiveness of the use of charitable property.

Article 32 This Foundation shall establish sound decision-making, execution, and supervision mechanisms of charitable projects, put forward scientific, standardized, and effective requirements for the establishment, review, execution, control, evaluation, and feedback of charitable projects, and set up a project management organization staffed with designated personnel to exercise project management responsibilities.

Article 33 This Foundation shall determine the beneficiaries of charitable projects based on the principles of openness, fairness and notarization. No interested party with the management personnel of this Foundation shall be designated as the beneficiaries.

Article 34 Major charitable projects to be carried out by this Foundation shall be voted and approved by the board of directors, and the number of consents shall not be less than two thirds of the number of directors present.

Major charitable projects of this Foundation include:

  1. Those with a donating (funding) amount of more than RMB 5 million per year;
  2. Those with an annual expenditure accounting for 20% of the Foundation’s total expenditures;
  3. Those benefiting (serving) more than 200 people;
  4. Foreign-related charitable projects; and
  5. Other major charity projects.

This Foundation shall report to the registration authority in a timely manner before it starts a major charitable project.

Article 35 The proceeds from charitable projects shall be used in strict accordance with the provisions of the national financial and accounting regulations, and shall be used for specified purposes in accordance with the donation agreement.

The management and use of proceeds from charitable projects shall be subject to the supervision of the finance authority, the auditing agency, the registration authority, and the public. This Foundation shall earnestly fulfill the obligation of information disclosure, and accept public supervision.

Article 36 This Foundation shall strengthen the file management of charitable projects, preserve the complete information of charitable projects, and properly file and archive charitable projects.

Article 37 The property and other income of this Foundation are protected by law, and cannot be embezzled, distributed or misappropriated by any organizations or individuals.

Article 38 This Foundation shall use the property in accordance with the purpose and the business scope of public welfare activities stipulated herein; if the specific way of utilizing the donation is stipulated by the donation agreement, the donation shall be used accordingly.

When the donated supplies cannot be used in line with the purpose of this Foundation, they may be auctioned or sold by this Foundation in accordance with the law, and the proceeds thereof shall be used for donation purposes.

Article 39 The property of this Foundation is mainly used for:

  1. Public welfare activities within the business scope stipulated herein; and
  2. Personnel expenses and office expenses necessary to carry out public welfare activities and projects.

Article 40 Major fund-raising, major asset change, major investments, major transactions and capital transactions of this Foundation refer to:

  1. A single donation with an amount of more than RMB 5 million is regarded as a major donation;
  2. A single investment with an amount of more than RMB 4 million is regarded as a major investment;
  3. A single asset change with an amount of more than RMB 4 million is regarded as a major asset change;
  4. A single transaction and capital transaction with an amount of more than RMB 4 million is regarded as a major transaction and capital transaction; and
  5. Other major fund-raising, major asset changes, major investments, major transactions and capital transactions.

Article 41 This Foundation shall maintain and increase the value of the fund in accordance with the principles of lawfulness, safety and effectiveness.

Article 42 The annual expenditure of this Foundation for carrying out charitable activities shall comply with relevant national laws and regulations.

The management expenses of this Foundation shall comply with relevant national laws and regulations.

Article 43 When this Foundation carries out charitable funding projects, it shall disclose to the public the types of charitable funding projects to be carried out, and their application and review procedures.

Article 44 A donor shall be entitled to query the use and management of donated assets to this Foundation, and make comments and suggestions. This Foundation shall reply to queries from donors in a truthfully and prompt manner.

In case the use of donated property by this Foundation is in violation of the donation agreement, the donor is entitled to require this Foundation to perform the donation agreement or to resort to the people’s court for revocation of the donation and termination of the donation agreement.

Article 45 This Foundation may sign an agreement with the beneficiary to specify the method of funding, the amount of funding, and the purpose of funds and its way of use.

This Foundation shall be entitled to supervise the use of funding. If the beneficiary fails to use the funding as stipulated in the agreement or has other violations of the agreement, this Foundation shall be entitled to terminate the funding agreement.

Article 46 This Foundation shall implement uniform national accounting regulations, conduct accounting in accordance with the laws, establish a sound internal audit system, and ensure the legality, authenticity, accuracy, and completeness of accounting documentation.

This Foundation shall accept taxation and accounting supervision carried out by taxation and accounting authorities in accordance with the laws.

Article 47 This Foundation shall be staffed with professionally qualified accounting personnel. Accountants cannot serve as cashiers concurrently. When an accountant is transferred to another position or leaves office, he/she shall properly complete the handover procedures with the successor.

Article 48 The business and accounting year of this Foundation is from January 1 to December 31 each year. Before March 31 each year, the board of directors shall review and approve the following matters:

  1. Business reports and final accounts of income and expenditure for the previous year;
  2. Business plans and income and expenditure budgets for the current year; and
  3. Inventory of property.

Article 49 This Foundation shall conduct financial audits in case of annual inspection, renewal of office, change of the legal representative, and liquidation.

Article 50 This Foundation shall be subject to the annual inspection organized by the registration authority in accordance with the Charity Law, the Measures for the Disclosure of Information of Charitable Organizations and other laws and regulations.

Article 51 This Foundation shall fulfill its obligation to disclose information in accordance with the laws, publish its annual work reports and financial accounting reports on the media designated by the registration authority, and accept inquiries and supervision from the public.

Chapter V Termination and Disposal of Residual Property

Article 52 This Foundation shall be terminated under one of the following circumstances:

  1. Completion of the purpose stipulated herein;
  2. Inability to continue to engage in public welfare activities in accordance with the purpose stipulated herein;
  3. Division or merger of this Foundation; or
  4. Termination decision made by the board of directors.

Article 53 The termination of this Foundation shall be reported to the registration authority for review and approval within 15 days after such termination is voted and approved by the board of directors. The registration authority shall review and approve the termination within 15days.

Article 54 Before going through the deregistration, this Foundation shall establish a liquidation organization to complete the liquidation under the guidance of the registration authority.

This Foundation shall complete the deregistration procedure with the registration authority within 15 days from the date when the liquidation is completed. During the liquidation period, no activities other than liquidation may be carried out.

Article 55 The remaining property after liquidation shall be transferred to other charitable organizations with the same or similar purpose in accordance with the provisions hereof. Where it is not covered in the Articles of Association, such remaining property shall be transferred to the same or similar charitable organization by the civil affairs department and an announcement shall be made to the public.

Chapter VI Amendments to the Articles of Association

Article 56 Any amendment to the Articles of Association shall be reported to the registration authority for review and approval within 15 days after being voted and approved by the board of directors.

Chapter VII Supplementary Provisions

Article 57 These Articles of Association were voted and approved by the board of directors on September 19, 2020.

Article 58 The board of directors reserves the right to interpret the Articles of Association.

Article 59 The Articles of Association shall take effect from the date of approval by the registration authority.