The Constitution of China Council for International Investment Promotion

Chapter I  General Principle

Article 1. The name of this organization is China Council for International Investment Promotion (hereinafter referred to as the "Organization"), abbreviated as “CCIIP”.

Article 2. The Organization is voluntarily incorporated by investment promotion agencies, intermediate agencies, enterprises and institutions, social organizations, financial institutions, institutional investors, consulting agencies, and investment management research institutes with functioning of investment promotion which are officially registered in the People‘s Republic of China, as well as experts and scholars with relevant qualification and conditions. The Organization is ratified by and registered with the registry administrative authority of the social organizations of the People‘s Republic of China, as a non-profit and specialized national organization with juridical entity status.

Article 3. Under the principle of national constitution, laws and regulations, and national policies, and in complying with the social ethics and order, the objectives of the Organization aim to unite its members to fully play its role as a people-to-people organization, to build up a national promotion platform for exchanges and communication in the field of economic cooperation, trade and investment on a people-to-people basis, to implement investment promotion strategies formulated by the Chinese Government, to assist government authorities at all levels in improving investment environment, strengthening foreign publicity, and advancing quality of FDI used, to extend diversified investment promotion products, and to provide with efficient service to foreign business for investment in China and to Chinese enterprises for their investment activities abroad and participation in international economic and technical cooperation, so as to make an active contribution to the development of Chinese economic and social development, as well as the construction of a harmonious society.

Article 4. The Organization operates under the guideline and superintendence of its supervisory authority of the Ministry of Commerce and its registry administration of the Ministry of Civil Administration.

Article 5. The Organization‘s registered address is 4th Floor, Jing Guang Center Office Building, Hujialou, Chaoyang District, Beijing.

Chapter II  Operation Scope

Article 6. The Organization‘s operation scopes include:

To actively publicized Chinese economic and trade policies and investment environment.

To extensively establish connections with relevant chambers of commerce, associations of various trades, investment promotion agencies, and economic groups so as to build up a business channel and a information-sharing platform for economic cooperation, trade and investment promotion.

To actively participate in the activities hosted by Chinese government for boosting regional economic integration, and promote investment and trade cooperation in selected regions or in the framework of regional economic cooperation organizations by sponsoring various kinds of events including seminars on investment and trade issues, fairs and expositions of investment, trade and economic cooperation;

To participate in activities organized by international organizations of investment promotion under the guidance of the Ministry of Commerce, and strengthen communication and cooperation with investment promotion agencies of all countries and regions;

To integrate investment and trade promotion resources both at home and abroad, and provide with consultancy and services to foreign investors, and strengthen cooperation between China‘s east and western regions;

To participate in the implementation of national Going Global strategy, build up cooperative mechanism with investment promotion agencies abroad in state-identified key regions, study investment environment of selected countries and regions, provide effective service and guidance for Chinese enterprises to conduct investment and trade activities abroad;

To organize Chinese and foreign research institutions, experts and scholars to study and discuss issues concerned with international economic cooperation, trade and investment, publish relevant periodicals and reports, and actively impel the improvement of investment environment and investment ways and means;

To provide services of market surveys, professional training, investment project evaluation and packaging, project development and management, and project planning for large-scaled promotion events of investment and economic cooperation;

To organize business visit and intercommunications and negotiations at home and abroad for Chinese and foreign enterprises and investors;

To promote people-to-people economic and trade cooperation between China and other countries and regions on a basis of equality and mutual benefit;

To undertake various tasks entrusted by government authorities;

To undertake other matters concerned with the objective of the Organization.

Chapter III  Membership

Article 7. The membership of the Organization comprises group members and individual members.

Article 8. To be eligible for the membership of the Organization, the applicant should meet the following qualifications:

To assent to the Constitution of the Organization;

To voluntarily apply for the membership;

To be able to play its function in the Organization

In order to best represent its professionalism and sociality, the Organization recruits its group members and individual members from investment promotion agencies, intermediate agencies, enterprises and institutions, social organizations, financial institutions, institutional investors, consulting and service agencies, and investment management research institutes with functioning of investment promotion, which are officially registered in the People‘s Republic of China, as well as experts and scholars with relevant qualification and conditions.

Article 9. The application procedure is as follows:

For group membership, the applicant is requested to file an application in the name of its juridical entity representative, and for individual membership, the applicant is requested to file an application personally with reference from two members of the Council of Directors;

Group membership applicant is requested to provide copies of juridical entity qualification document, portfolios of the basic circumstances of the applicant organization, whilst the individual applicant is requested to present proofs of personal identity, personal resume, and other materials;

Membership only takes effect after being discussed and endorsed by the Council of Directors or the Standing Committee of the Council of Directors;

A membership certificate will be issued from the Council of Directors or other agencies designated by the Council of Directors.

Article 10. The members enjoy the following rights:

The right of suffrage, and being elected and voting;

The right of participation in various activities of the Organization;

The right of prior acquisition of services from the Organization;

The right of recommendation and supervision on the Organization‘s operation;

The right of prior use information and data of the Organization;

The right of voluntary enrollment and free withdraw from the Organization.

Article 11. The members are entitled the following obligations:

To carry out the Organization‘s decisions and resolutions;

To safeguard the legal rights and reputation of the Organization;

To support and assist the Organization‘s work and fulfill various tasks entrusted by the Organization;

To timely pay membership dues in full amount;

To provide relevant information and documentation to the Organization.

Article 12. Member that withdraws from the Organization is requested to notify the Organization, in written form, of its withdrawal and return its membership certificate. Member that withdraws from the Organization does not has right to pose any claim on property of the Organization. Any members that do not pay dues or does not participate in activities of the Organization over one year is considered as a self-motivated withdraw from the Organization.

Article 13. Any member that seriously infringes the Constitution of the Organization will be dismissed from the Organization upon the resolution voted in favor by the Council of Directors or the Standing Committee of the Council of Directors.

Article 14. The Organization sets up posts of Honorary Chairpersons, Honorary Vice Chairperson and other honorary positions, and it may engage advisors, consultants, and honorary members based upon its own need.

Chapter IV  Organizational organs, and appointment and recall of leaders

Article 15. The organ of supreme power of the Organization is the General Assembly, which has the major functions as follows:

To formulate and revise the constitution of the Organization;

To elect or dismiss the directors of the council;

To review the working report and financial report of the Council of Directors;

To make decisions on termination of events of the Organization;

To make resolutions on other important matters.

Article 16. The General Assembly shall be only convened when over two thirds of the members or representatives of members are present, and any resolutions made at the General Assembly shall become effective only when over half of the members and representatives of members attended vote in favor thereof.

Article 17. The session of the General Assembly is five years. If there is a need, under special circumstances, for changes of office terms in advance or deferral of schedule, it shall be voted and passed by the Council of Directors and reported to the supervisory authority and registry administration for their approbation, but the period of deferral must be less than one year.

Article 18. The Organization sets up the Council of Directors, which is composed of all group directors and individual directors. Each group director shall recommend one representative as director representing the group for all responsibilities and obligations. The Council of Directors is the executive organ of the General Assembly. During the adjournment of the General Assembly, the Council of Directors takes charges of the daily operation on behalf of the Organization.

Article 19. The authorities of the Council of Directors are as follows:

To implement the resolutions adopted by the General Assembly;

To elect or dismiss standing directors of the Council;

To elect or dismiss Chairperson, Vice-Chairperson, and Secretary-General:

To invite and engage Honorary Chairperson and Honorary Vice Chairperson;

To make preparations for calling the General Assembly meeting;

To report operation and financial performance to the General Assembly;

To decide on matters concerning recruitment or dismissal of members

To decide on setting up offices branches representative offices or juridical entities;

To decide on the appointment of deputy secretary-general and principals of subordinate departments;

To direct the subordinate departments to carry out their tasks;

To formulate internal regulations;

To recommend individual directors and group directors of the Council for election;

To decide on other important issues of the Organization.

Article 20. The meeting of the Council of Directors shall only be convened when over two thirds of directors of the Council are present, and any resolutions made at the Council shall become effective only when over half of the directors attended vote in favor thereof.

Article 21. The meeting of the Council of Directors shall be convened annually, and it can be held by correspondence under special circumstance.

Article 22. The Organization sets up the Standing Committee of the Council of Directors and the members of standing committee are chosen and elected by the Council of Directors. The Standing Committee shall exercise the functions of the Council according to authorities specified in clauses 1), 4), 5), 7, 8), 9), 10), 11), 12) and 13) under Article 19, and report to the Council of Directors. The maximum number of the members of the Standing Committee shall be less than one thirds of the directors of the council.

Article 23. The meeting of the Standing Committee can be held only when two thirds of its members are present and available for the meeting, and its resolutions shall become effective only after being adopted by over two thirds of its members present and voted in favor thereof.

Article 24. The meeting of the Standing Committee shall be convened annually, and it can be held by correspondence under the special circumstance.

Article 25. The candidates of Chairperson, Vice Chairpersons, and Secretary-General of the Organization shall be recommended by supervisory authority and elected at the meeting of the Council of Directors. Appointment of Deputy Secretary-General shall be made upon the approval of personnel department of the supervisory authority. Other personnel and positions are to be managed by the Organization on its own accord.

Article 26. The Chairperson, Vice-Chairpersons, and Secretary-General must meet the following qualifications and conditions:

1) To uphold strictly the political lines of the Chinese Communist Party as well as its principles and policies and be of fine political standard;

2) To possess strong influence in the field in which the Organization is involved;

3) Maximum age for Chairperson, Vice-Chairpersons, and Secretary-General shall be under 70 years old. The position of Secretary-General is full-time;

4) To be in good health and able to take up daily work;

5) To be with non-criminal record and non-penalty of deprival of political right;

6) To possess complete civil capacity.

Article 27. In case the Chairperson or Vice-Chairpersons or Secretary-General exceeds the limit of age, he or she can take in office only after being voted in favor by the Council of Directors and approved and endorsed by the supervisory and registry authorities.

Article 28. The term for the positions of Chairperson, Vice-Chairperson, and Secretary-General is five years, and the terms in office cannot be more than two consecutive sessions. If there is a need to extend the term of office under special circumstances, a resolution must be made at the General Assembly and reported to the supervisory and registry authorities for approbation. Only after that, can the elect leaders take in office.

Article 29. The Chairperson is the juridical person representative of the Organization. The juridical person representative shall not concurrently act as juridical person representative of other organizations.

Article 30. The Chairperson of the Organization has the following authorities:

1) To call and preside over meetings of the Council of Directors and the Standing Committee;

2) To examine and review implementation of the decisions and resolutions made at the General Assembly and the meetings of the Council of Directors and the Standing Committee;

3) To lead and guide secretariat, branches, representative offices, and operational entities to carry out their work;

4) To sign important documents on behalf of the Organization;

5) To decide to engage advisors, consultant and honorary members of the Organization;

6) To work together with Honorary Chairperson, Honorary Vice Chairperson to lead and guide the Committee of Advisors and the Committee of Experts and Consultants to carry out their work;

7) To fulfill other relevant responsibilities in the capacity of the juridical person representative of the Organization.

Article 31. The Organization‘s permanent office is the Secretariat, and the Secretary-General has the following authorities:

1) To preside over the daily work of the department offices and organize the implementation of the Organization‘s annual work plan;

2) To coordinate the branches, representative offices and operational entities in their work;

3) To nominate Deputy Secretary-General and major officers of the department offices, branches, representative offices and operational entities and submit to the Council of Directors or the Standing Committee for their decision;

4) To decide on hiring of full-time staff of the department offices, representative offices and operational entities;

5) To deal with other daily work.

Article 32. The Organization sets up the Committee of Advisors and the Committee of Experts and Consultants and other advisory organs that assist and guide the Organization‘s work under the leadership of Honorary Chairperson and Honorary Vice Chairpersons.

Article 33. The Organization sets up specialized working committees of non-juridical secondary entity, which perform as branch offices according to actual working requirements. The establishment of branch offices shall be approved by the personnel department of the supervisory authority of the Organization, and registered accordingly at the registry administration of social organizations.

Chapter V  Principles on Management and Utilization of Assets

Article 34. The financial sources of this Organization shall be:

Membership dues;

Donation and contribution from home and abroad;

Government subsidies;

Sponsorship from members;

Incomes from activities or services carried out within authorized operation scope;

Interest from bank;

Other legitimate incomes.

Article 35. The Organization is entitled to collect membership dues according to the relevant regulations of the State.

Article 36. All funds of the Organization are only used within the operation scope stipulated by the Constitution and for the development of the industry in which the Organization involves, and cannot be distributed among members.

Article 37. The Organization sets up strict financial control system to ensure that accounting books and evidences are lawful, true, accurate, and complete.

Article 38. The Organization shall be staffed with competent and qualified professional accountants. The accountants cannot act as cashier concurrently. The accounting management of the Organization shall perform cost-benefit control and auditing. Upon resignation or dismission of the job, the accountants must complete the procedures of handing-over to the successor.

Article 39. As to the management of assets, the regulations concerning financial management issued by the State authorities shall apply in all aspects, whilst the General Assembly and the financial department shall audit and supervise the management of the Organization‘s assets. All assets allocated by the State and donated or sponsored by social sources to the Organization must be under the supervision of the audit agencies and open to the public in a proper way.

Article 40. Before the termination of the office term or the change of legal person representative of the Organization, an audit organized by the supervisory authorities and registry administration of social organizations must be conducted.

Article 41. The assets of the Organization shall not be embezzled or distributed without permission or divert to improper purpose.

Article 42. The standards of salary, personal insurance, and welfare of the Organization‘s full-time staff shall be decided based upon those of the State institutions.

Chapter VI  Procedures for amendment to the Constitution

Article 43. Any proposed amendment to the Constitution shall be voted at the meeting of the Council of Directors and submitted to the General Assembly for review and adoption.

Article 44. The amendment to the Constitution shall be presented to the supervisory authority and the registry administration of social organizations within fifteen days after adoption. It shall become effective only after approbation of the supervisory authority and the registry administration of social organizations.

Chapter VII  Procedures for Termination and Disposal of Asset

Chapter 45. Upon fulfillment of the objectives of the Organization or being disabled or split or merged where the Organization needs to be terminated, the Council of Directors or the Standing Committee shall propose motions for termination of the Organization.

Article 46. The motions for termination shall be voted and endorsed by the General Assembly and submitted to the supervisory authority for approbation.

Articler 47. Before termination, under the guidance of the Ministry of Commerce and the Ministry of Civil Administration, a liquidation team shall be set up to clear up the creditors‘ rights and liabilities and deal with matters arising from termination. During the liquidation, no activities other than the liquidation should be carried out.

Article 48. The Organization shall be officially terminated after cancellation of registration by the registry administration of social organization.

Article 49. The leftover assets, if any, after the termination of the Organization shall be, under the supervision of the supervisory authority and registry administration of social organizations, used for such business as relating to the objectives of the Organization in accordance with the relevant regulations of the State authorities.

Chapter VIII  Supplementary Articles

Article 50. The Constitution was adopted after a vote at the General Assembly held on July 25, 2006.

Article 51. The Council of Directors is in charge of explanation and interpretation of the Constitution.

Article 52. The Constitution shall go into effect upon the date of approbation of the registry administration of social organizations.