ARTICLES OF INCORPORATION OF  SZMA

Chapter One - General Principles

Article 1: The legal name is CHINA SHENZHEN MACHINERY ASSOCIATION (Short form: SZMA).

Article 2: SZMA is an incorporated association, a non-profit organization consisting of different manufacturers and enterprises, offices and personages concerned in the machinery industry. Being a family of the enterprise, SZMA plays its role in service, coordination and communication in the field. Meanwhile, in the market economy, SZMA also serves as a bridge between government and enterprises, a link of strengthening communication and cooperation between enterprises themselves and their counterparts at home and abroad, and an adviser and an assistant for the government in its management of the industry. 

Article 3: The purpose of SZMA is to serve the enterprises, abide by the laws, policies, relevant regulations and the social ethics of the Nation, stick up for the legal rights and interests of the enterprise and boost the healthy development of the machinery industry and prosperity of Shenzhen Industry.   

Article 4: SZMA is under the guidance and supervision of the relative department of Shenzhen Municipal People’s Government and Shenzhen Incorporate Registration Authority. SZMA plays a full role of go-between and organization according to the international practice. 

Article 5: The location of SZMA is in Shenzhen City, Guangdong Province.

Chapter Two – Scope of Business

Article 6: The business scope of SZMA:
i. For the machinery industry, set down the development plan in different periods, investigate and research the situation of operation and production; provide the government with the basis for making industrial policy and the enterprises with guidance and service for their decision-making.

ii. Assist the government to strengthen the management of the industry; boost the connection and cooperation between enterprises; coordinate in respect of the production, technology, product, market and policy; arrange the summary and exchange of the advanced experience; praise the distinguished figures; raise the status and influence of the enterprise; promote the advancement and prosperity of the industrial technology.

iii. Represent the common interest of all the industry; report the common desire and demand to the government and different social circles; trying for the support from the government; solving the pratical problems for the enterprises.

iv. Specify the industrial regulations and rules; establish the self-discipline mechanism of the industry; organize experts and relevant functioning departments to guide, supervise and coordinate the product, price, standard and technical verification; protect the fair competition environment with the industry; stick up for the legal interests of the enterprise.

v. Hold technical forums and training courses with various forms; promote high-tech products, famous brand and new technical achievement; enhance the industrial quality in aggregate.

vi. Organize the enterprises to attend the international professional exhibition, business investigation and activity of exchange and cooperation between enterprises themselves and their counterparts at home and abroad; help the enterprise explore the domestic and international markets, laying stress on the product and the overall image and forging the advantage of good environment for the enterprise’s production and operation.

vii. Provide members with such services as documents of policy, order, market situation, technological information, consultation and maintenance of equipment; call the enterprises together for various activities such as party, promoting communication and cooperation between enterprises.

viii. Handle matters entrusted by the government or the enterprise, help foreign businessman or domestic enterprise with their investment and business investigation. 

        Chapter Three – Member

Article 7: The member of SZMA is categorized as enterprise and individual. The holder of the member representative always selected from the present enterprise manager or factory director.

Article 8: Application of SZMA membership must satisfy the following conditions:
i. Uphold the articles of SZMA;

ii. Intend to join SZMA, attend the activities of SZMA;

iii. Has some influence in the machinery industry;

iv. Enterprise and office of various economic types must be legally registered;

v. Those social personage and engineering and technical personnel who support the work of SZMA warmly, pay on time the membership fees.

Article 9: Procedure of admission: 
i. Applicant submits the application form and enterprise information;

ii. SZMA issues the admission notice after examining and approving by the Secretariat according to the Articles of SZMA, reporting to the Board of Directors for file, or to the Standing Board of Directors in certain particular circumstances;

iii. Applicant pays the membership fees;

iv. SZMA issues a member’s certificate and a plaque.

Article 10: The rights and interests of a member:
i. Right of election, being elected and vote; 
ii. Attends the activities of SZMA;
iii. Obtains the priority of SZMA service;
iv. Possesses the right of criticism, suggestion and supervision on SZMA;
v. Applies to quit SZMA.

 

Article 11: The responsibilities of a member:
i. Abides by the Articles of SZMA; implements the decision of SZMA;
ii. Uphold the reputation and legal interest of SZMA; 
iii. Completes the task SZMA assign;
iv. Report true situation and provide the relevant information to SZMA; 
v. Take active part in the activities of SZMA.

vi. Pay the membership fee in time.

Article 12: If a member intends to withdraw from SZMA, he or she should apply in written form to SZMA, and his or her application should be sent to the Board of Directors for file. The member should return the certificate and the plaque. The membership fees will not be refunded. A membership will be considered to be automatically null and void, if he or she does not pay the one-year membership fees or does not take part in the SZMA activity for one year. In certain particular circumstances, SZMA can consider to exempt he or she from a punishment. If a member’s action severely breaks the rules of the Articles of SZMA, the member should be expelled after the Board of Directors or the Standing Board of Directors has voted through.

Article 13: SZMA will recommend a member to the relevant government authority for a reward, if the member has made an outstanding contribution to Shenzhen machinery association.

 

        Chapter Four – Organization

 

Article 14: The supreme authority of SZMA is the Member’s Conference. The rights and responsibilities of which are as follows:
i. Establishment and modification of the Articles of SZMA;
ii. Election and recall of director, deputy director, trustee and supervisor;
iii. Consideration of the work report and financial statement of SZMA;
iv. Decision of other important matters.

Article 15: SZMA sets up member’s congress. The representatives are recommended or elected by directors, trustees or common members.

Article 16: Member’s Conference is held every three years. If, in particular circumstances, there is a need to renew the term ahead of time or extended the stipulated date, it should be voted through by the Board of Directors, reported to the higher-level department in charge and approved by the incorporate registration authority. But the time of extended term-renewal should not be over a maximum of one year.

Article 17: The Board of Directors is an executive organ of the Member’s Conference. The Board of Directors is elected for a term of three years, who can be reelected and re-appointed, and who undertake the routines when it is not in session, carrying out the rights and responsibilities of the Member’s Conference. 

Article 18: SZMA sets Standing Board of Directors who will be elected among the Board of Directors. The Standing Board of Directors is elected for a term of three years, who can be reelected and re-appointed, and who undertake the routines when it is not in session, carrying out the rights and responsibilities of the Board of Directors.
i. Implement the decision of the Member’s Conference;
ii. Report the work to the Member’s Conference;
iii. Determine the rate of membership fee;
iv. Adjust and co-opt a director according to the situation and the need; 
v. Decide other important matters.

Article 19: SZMA sets the board of supervisors. It has 3 persons, who are nominated by the board of directors or the stand board of directors. It supervises the work of business and financial affairs. It should report to the member’s conference. The supervisor will be present the meetings of the board of director or standing board of directors. The members of the board of directors, the general secretary and the financial executive can not take the job.

Article 20: SZMA sets one Chairman, one executive Vice Chairman, one General Secretary and several Vice-Chairmen. The legal person is the executive vice chairman, only after being reported to and verified by the higher-level department in charge and approved by the incorporate registration authority. SZMA can consider hiring several famous personages at home and abroad as Honorary Chairman, Honorary Advisor and Consultant.

Article 21: SZMA can set up several professional committees, leaders and members of which can be directors, members or professional personnel of the Secretariat who carry out their work according to the purpose and task of SZMA.

Article 22: The permanent organ of SZMA is the Secretariat. The General Secretary is responsible for daily work and meetings. 

Article 23: Chairman, Vice Chairman and General Secretary must meet the following requirements:
i. Uphold the basic line, principle and policy of the Communist Party of China; have good political quality;
ii. Possesses some potential influence in the industry;
iii. The maximum age for the posts of Chairman, Vice Chairman and General Secretary should not be     over 68 years old. The General Secretary is full-time post.
iv. Be healthy, keep working normally;
v. Without the criminal penalty of being deprived of political right for life;
vi. With full civil capacity;
vii. Keen to the work of SZMA, familiar with the industry. 

Article 24: The rights and responsibilities of the Chairman:
i. Calls in and hosts the meetings of the Board of Directors and the Standing Board of Directors; 
ii. Inspects the implementation of decisions made by the Member’s Conference, the Board of Directors and the Standing Board of Directors;
iii. Signs the relevant important documents on behalf of SZMA;
iv. Bears some fee for administration and activity.

Article 25: The rights and responsibilities of the General Secretary:
i. Responsible for daily work and meetings, implements the annual working program;
ii. Coordinates each branch, office and entity;
iii. Nominate the main responsible personnel of each branch, office and entity, and submits the list to the Board of Directors or the Standing Board of Directors for approval.
iv. Decides the enrollment of professional personnel in each branch, office and entity;
v. Manages the work of finance and HR;
vi. Handles other routines.

 

        Chapter Five – Forms of Meeting

 

Article 26: There are three forms of meetings: the Member’s Conference, the Board of Directors and the Standing Board of Directors.
i. The Member’s Conference is to be held each year, which can only be held with a majority of two-thirds of the directors present, the resolution of which can only be put in effect after the resolution has been voted through by over a half of the directors present. 
ii. The meeting of the Board of Directors should be held once a year at least. The meeting can only be held with a majority of two-thirds of the directors present, the resolution of which can only be put in effect after the resolution has been voted through by over a half of the directors present. 
iii. The meeting of the Standing Board of Directors should be held half a year at least. In certain particular circumstances, the meeting can be held through communication. The meeting can only be held with a majority of two-thirds of the executive directors present, the resolution of which can only be put in effect after the resolution has been voted through by over a half of the executive directors present. 

Article 27: The Chairman, the Vice Chairman, the Executive Director, the Director should attend the meeting according to the stipulation. If for some reason, the above-mentioned person himself or her herself is unable to attend, he or she may be represented by proxy. But he or she has to personally attend at least one third of the meetings held during his term of office.

 

        Chapter Six – Asset Management

 

Article 28: The source of SZMA outlay:
i. Membership fee.
ii. Fund and donation from member enterprise, relevant organization and friendly personage at home and abroad.
iii. SZMA income from holding activities and service.

iv. Interest.

v. Other legal income. 

Article 29: In compliance with the relevant State regulations and reality of the industry, SZMA charges the enterprise member according to the rate which has been determined by the Board of Directors and the Standing Board of Directors, and discussed and approved by the Member’s Conference. The money of SZMA must be used for the development of SZMA’s cause and daily expense of the Secretariat.

Article 30: SZMA establishes a strict financial management system, equips itself with qualified professional personnel, ensuring that the financial information is legal, true, accurate and full. The accountant must implement accounting under the financial supervision.

Article 31: The asset management of SZMA is subject to the financial management system stipulated by the State, and under the supervision of the Member’s Conference and financial authority.

Article 32: SZMA must receive the audit made by the incorporate registration authority and the higher-level department in charge, or by a relevant legal financial institution.

Article 33: In no case can the assets of SZMA be encroached, privately distributed and misappropriated by any organization and individual. 

Article 34: The treatment of salary, insurance and welfare of full-time staff are in compliance with the relevant government stipulation.

 

        Chapter Seven – Termination

 

Article 35: The Board of Directors or the Standing Board of Directors submits the Termination Agreement, if AZMA is to be revoked because of the completion of its purpose or separation or merger. The Termination Agreement should be voted through by the Member’s Conference, reported to the higher-level department in charge for verification and approval, and the termination becomes effective after going through all the revoking formalities with the incorporate registration authority.

Article 36: Before termination, SZMA should establish a clearing organ under the guidance of the higher-level department in charge and relevant authority, settling a claim and a debt, and other matters concerned.

Article 37: Under the supervision of the higher-level department in charge and the incorporate registration authority, the remaining asset after termination should be used for the development of a cause related to the purpose of SZMA according to the relevant State stipulation.

 

        Chapter Eight –Annex

 

Article 38: The modification of the Articles of Incorporation of SZMA will become effective within 15 days after it is voted through by the Board of Directors and reported to the Member’s Conference, and then verified and approved by the higher-level department in charge and the incorporate registration authority. 

Article 39: The Articles of SZMA has become effective after it was voted through by the fifth Member’s Conference on 15 December 2006. The explanation of above Articles is subject to the Board of Directors of SZMA. The Articles will become effective from the date when the incorporate registration authority verified and approved it.