Institute of International Economic Strategy
Articles of Association
Chapter 1
General Provisions
Article 1
The name of the Institute is the ‘Asia International Institute for Strategic Development’ abbreviated as ‘IOIES’.
Article 2
The nature of the Institute is a private non-enterprise research institute. That is a social organization that mainly uses non-state-owned assets, organizes voluntarily, and engages in non-profit social service activities.
Article 3
The purpose of the Institute is to abide by the constitution, laws, regulations and national policies, and to abide to social morals. In accordance with the relevant national policies and regulations, in accordance with the principles of openness, fairness and impartiality, to promote national independent innovation, maintain national economic security, and build a strong brand representing the country. The Institute will actively respond to the Party and the country’s requirements for the general direction of future economic development. The Institute will research international economic and technological development trends related to enterprise development, ensuring enterprise development is in-line with social development, serves society and the health of people. The Institute will connect renowned figures in the fields including domestic and international politics and economics, strategy, and business management, in order to implement relevant strategic research projects. The Institute will research the impact of technology and capital intervention of enterprises in promoting the listing of enterprises. The Institute will build an international platform for foreign cooperation and exchange which reflects the responsibilities and mission of the Institute.
Article 4
The registration and competent authority of the Institute is __________
Article 5
The headquarters of the Institute is located at:
20th Floor, Block A, Henderson Center Building, Jianguomen Street, Dongcheng District, Beijing
Article 6
If the articles in this Article of Association are inconsistent with laws, regulations and other rules, then the provisions of the laws, regulations and other rules shall prevail.
Chapter 2
Sponsors, Start-Up Capital, and Business Scope
Article 7
The sponsor of the Institute is Yuanqi Technology Company Limited. The sponsor has the following rights:
a.To understand the operating and financial status of the Institute
b.The right to view the minutes of the board of directors and the financial and accounting reports of the Institute
Article 8
Funds for the establishment of the Institute: ___________ (100,000s RMB)
Investors: Yuanqi Technology Company Limited
Article 9
Business Scope of the Institute
a.To study the international economic and technological development trends related to the development of enterprises, so that the development of enterprises is in line with social progress, serves society, and promotes healthy people.
b.To liaise with renowned figures in fields such as domestic and international politics, economics, strategy, and business management and to implement relevant strategic research projects.
c.To research technology and capital intervention in enterprises, and to promote the preparation and listing of enterprises.
d.To build an international platform for foreign cooperation and exchange which reflects the responsibilities and mission of the Institute.
Chapter 3
Organization Management System
Article 10
The Institute has a Council made up of members. The directors are elected by the existing council members and relevant research institutes. The term of office of the directors is one year, and they can be re-elected after the initial term of office expires. The Council is the decision-making body of the Institute. When the Council is not in session responsibility is held by the President under the leadership of the Council.
Article 11
The Council shall exercise the decision-making power on the following matters:
a.Amendments to the Articles of Association
b.The main work plan
c.Review of the Dean of the Institutes work report
d.Annual financial budget and final accounts
e.The plan for increasing start-up capital
f.The division, merger or termination of the Institute
g.Removing or adding Directors
h.Appointment or dismissal of the Dean, Vice Dean (including the executive Dean), Secretary General (who also services as the Secretary General of the Council), Deputy Secretary General, directors in charge of finance and internal organization nominated by the Chairman
i.The establishment of internal institutions
j.The formulation of internal management systems
k.Wages and remuneration to employees
l.Decision on other major issues
Article 12
The Board of Directors will meet at least once a year. In any of the following circumstances a Board meeting shall be convened:
a.When the Chairman deems necessary
b.When a meeting is jointly proposed by more than one third of the Directors
Article 13
The Council shall have one Chairman, several honorary Chairmen, several Vice Chairmen, and several Directors. The Chairman and Vice Chairmen can be elected or removed by the Board of Directors by a two thirds majority vote of all Directors.
Article 14
The Vice Chairmen assist the Chairman in his work. When the Chairman cannot exercise his power, the Vice Chairmen appointed by the Chairman shall exercise his powers on his behalf.
Article 15
When the Board meeting is held, all Directors shall be notified of the time, place and content of the meeting at least ten days in advance. If a Director is unable to attend the meeting, he may entrust another Director in writing to attend the Board of Directors on his behalf. The power of attorney must specify the scope of authorization.
Article 16
A Board meeting shall be held only when more than two thirds of the Directors are present. The Board meeting adopts a one person one vote system.
The following resolutions made by the Board of Directors must be approved by more than two thirds of all Directors to be valid.
a.Amendments to the Articles of Association
b.The annual financial budget and final accounts
c.The division, merger or termination of the Institute
d.Removing or adding Directors
e.Appointment or Dismissal of the Dean, Vice President, Secretary General, Deputy Secretary General, financial Director and internal organization Director of the Institute nominated by the Chairman.
The following resolutions made by the Board of Directors must be approved by more than half of all Directors to be valid.
a.The main annual work plan
b.The President’s work report
c.Plans to increase start-up capital
d.Establishment of internal institutions
e.Structure of internal management systems
f.Wages and remuneration for employees.
Article 17
Minutes of the Board meeting shall be prepared. If a resolution is made, minutes of the meeting shall be prepared, which shall be reviewed and signed by the Directors present at the meeting. If the resolution of the Board of Directors violates the provisions of laws, regulations or Articles of Association and causes the Institute to suffer losses, then the Directors participating in the resolution shall be responsible. However, a Director may be exempted from responsibility if is shown that they objected at the time of voting and that this objection was recorded in the minutes of the meeting.
Records of the Board of Directors shall be archived and kept by a person designated by the Chairman of the Board.
Article 18
The Chairman shall exercise the following powers:
a.To convene and preside over Council meetings
b.To check the implementation of the resolutions of the Council
c.To nominate and appoint the Dean, Vice Dean (including the Executive Dean), Secretary General (including the Deputy Secretary General), the Chief Financial Officer, and heads of internal institutions of the Institute
d.Other functions and powers stipulated by law, regulations, rules, and the Articles of Association of the Institution.
Article 19
The Institute implements the Dean responsibility system under the leadership of the Council.
According to requirements, the positions of Executive Dean and Secretary General are required to assist the Dean in their work.
The Dean exercises the following powers:
a.Presiding over the daily work of the Institute and organizing the implementation of the Council resolutions
b.Organizing and implementing the annual business plan of the Institute
c.Formulating internal management systems and the organizing their implementation
d.Appointing or dismissing department managers of the Institute
e.Formulating income plans and to be responsible for organizing implementation. Managing financial expenditure
If the Dean is unable to perform the above duties, upon the proposal of the Dean and the approval of the decision-making committee, the Vice Dean (Executive Dean) may be entrusted to perform the above duties on their behalf. The Vice Dean (Executive Dean) shall bear the corresponding legal responsibilities during the period of entrustment.
Article 20
Establishment of the Expert Advisory Committee
An Expert Committee and an Advisory Committee will be established. These have one Chairman, several Honorary Chairmen, several Vice Chairmen, and several members. The candidates for the above positions are to be recommended by the members of the Council and approved and appointed by the Chairman. The Committee is an Academic Committee.
Article 21
The Expert Advisory Committee shall exercise the following responsibilities and powers:
a.Provide guidance on the direction of research, development strategies, and medium and long-term development plans
b.Provide feasibility studies and suggestions for major projects of the Institute
c.Participate in the major practical activities of the Institute, and carry out various forms of exchange, training, forums, and other such activities.
Article 22
The Institute shall set up a Board of Supervisors.
The Board of Supervisors will consist of several members. One Chairman of the Board of Supervisors who shall nominate candidates for members of the Board of Supervisors to be confirmed by a more than half vote of all directors of the Board of Directors. The term of Supervisors is one year. Upon expiration of their term, Supervisors may be nominated for re-election.
Article 23
Supervisors shall be created or replaced from a list recommended by the Board of Directors. The Institute Director and Financial Director shall not concurrently serve as a Supervisor.
Article 24
The Board of Supervisors shall exercise the following responsibilities and powers:
a.Confirm the financial affairs of the Institute
b.Supervise breaches of laws, regulations, rules, or the Articles of Association by the Directors of the Institute
c.Instruct Directors to make changes when their actions harm the interests of the Institute.
Article 25
Supervisors may attend Council meetings as non-voting delegates.
Article 26
Duties of the Chairman of the Board of Supervisors
a.To convene and preside over meeting of the Board of Supervisors
b.To check the implementation of the resolutions of the Board of Supervisors
c.To report to the Board of Directors on behalf of the Board of Supervisors.
Article 27
Voting method of the Board of Supervisors.
a.The voting of the Board of Supervisors shall be carried out by one person one vote which may be conducted by a show of hands, voting ballots, or verbally
b.The voting intention of the Supervisors is divided into approval, objection and abstention. Supervisors attending the meeting shall choose one of these intentions. Failing to make a choice or choosing two or more intentions at the same time shall be deemed as abstention
c.The resolution of the Board of Supervisors shall be approved by more than half of all Supervisors.
Chapter 4
Legal Representative
Article 28
The Legal Representative of the Institute is the President of the Institute.
Article 29
The following circumstances shall bar anyone as serving as the Legal Representative of the Institute:
a.Those who have no capacity or limited capacity for civil conduct
b.Those who are being sentenced or are subject to criminal charges
c.Those who are wanted by public security organizations or state security organizations
d.Those who have been sentenced to a crime where the term of service has expired within the last three years, or sentenced to deprivation of political rights due to a crime where the term of service has expired in the last five years
e.Those acting as the legal representative of a private non-profit research institute whose registration has been revoked due to violation of the law within the last three years
f.Other circumstances under the laws and regulations which stipulate that the person shall not serve as a legal representative.
Chapter 5
Asset Management, Principles and Employment System
Article 30
The sources of funding for the Institute may include:
a.Start-up funds
b.Government funding
c.Income from service activities within the business scope of the Institute
d.Interest
e.Donations
f.Other legal income.
Article 31
Funds must be used for the development of the business scope and undertakings of the Institute as stipulated in the Articles of Association. Any surplus shall not be distributed.
Article 32
The accounting system of the Institute shall be stipulated by the State and conducted according to the law. The accounting system should be established to improve the internal accounting supervision system and ensure the legality, authenticity, accuracy and integrity of accounting records.
Tax supervision and accounting supervision shall be in accordance with the law of taxation and accounting authorities.
Article 33
Professional accountants will be appointed. Accountants shall not also act as cashiers. When accountants transfer or leave, they must go through a handover procedure with the receivers.
Article 34
The Institute must conduct a financial audit before changing the term of office or appointing a new Legal Representative.
Article 35
In accordance with the provisions of the ‘Interim Regulations on the Registration Management of Private Non-Profit Research Institutes’, the Institute accepts an annual inspection organized by the registration management authority.
Article 36
The labor employment and social insurance system of the Institute shall be implemented in accordance with national laws and regulations and the relevant provisions of the Labor Security Administrative Department of the State Council.
Chapter 6
Amendments to the Bylaws
Article 37
Amendments to the Articles of Association shall be reported to the registration management authority for approval within 30 days of approval by the Council
Chapter 7
Termination and Disposal of Assets after Termination
Article 38
The Institute shall be terminated in any of the following circumstances:
a.Unable to continue to carry out activities in accordance with the purposes stipulated in the Articles of Association
b.Division or merger occurs
c.Self-dissolution.
Article 39
The termination of the Institute shall be reported to the competent authorities for examination and approval within 15 days of the approval by the Board of Directors.
Article 40
Before the Institute performs cancellation of registration, it shall establish a liquidation organization under the guidance of the registration management authority. The Institute in charge of business and relevant authorities shall clear up all claims and debts, dispose of remaining property, and complete the liquidation process. The remaining property shall be disposed of in accordance with the relevant laws and regulations. During the liquidation period, no activities other than liquidation will be carried out.
The Institute shall, within 15 days from the date of completion of liquidation, go through the cancellation of registration process with the registration management authority.
The Institute will be terminated from the date when the registration management authority issues the certificate of cancellation of registration.
Chapter 8
Bylaws
Article 41
The Articles of Association was voted for and passed by the Council on XX day, XX month, of the year 2022.
Article 42
The interpretation of the Articles of Association belongs to the Council.
Article 43
The Articles of Association shall come into effect on the date of approval by the registration management authority.