The Articles of Association are formulated in accordance with the Regulations on Foundation Management promulgated by the State Council on March 8, 2004 and other relevant laws and regulations.

Chapter I General Principles

Article 1 The name of this Foundation is China Medical and Health Development Foundation.

(English translation: China Health &; Medical Development Foundation)

Article 2 The Foundation belongs to the public offering foundation.

The geographical scope of the foundation's fundraising for the public is at home and abroad.

Article 3 The purpose of the Foundation: to inherit and carry forward the fine tradition of treating diseases and saving lives in China, support the research and development of Chinese medicine, promote the prosperity, development and modernization of Chinese medical and health undertakings, and better serve people's health.

Article 4 The original capital of the Foundation is RMB 8 million, which comes from donations.

Article 5 The registration authority of this Foundation is the Ministry of Civil Affairs of the People's Republic of China, and the business authority is the Ministry of Health of the People's Republic of China.

Article 6 The domicile of the Foundation:No. Gulou West Street 154, Xicheng District, Beijing.

Chapter II Scope of Business

Article 7 The business scope of public welfare activities of the Foundation.

(a) to support the development of China's medical and health undertakings and raise funds from all walks of life;

(two) extensive contact with the domestic health and medical circles, and communicate with the competent government departments;

(three) to carry out international cooperation and exchanges;

(four) other public welfare activities to achieve the purpose of the foundation and investment activities to maintain and increase the value of the foundation.

Chapter III Organization and Person in Charge

Article 8 The Foundation consists of 5 to 25 directors, with a chairman, a vice-chairman and a secretary-general. The term of office of the directors of the foundation is 5 years, and they can be re-elected if they are re-elected.

Article 9 Qualifications of directors:

(1) Enthusiastic about the related undertakings of the Foundation;

(2) Having certain influence in the business field of the Foundation;

(3) Make great contributions to the Foundation.

Article 10 Election and removal of directors:

(1) The first directors shall be nominated by the competent business unit, major donors and sponsors respectively and determined through consultation.

(II) When the board of directors is reelected, the competent business unit, the board of directors and major donors * * * nominate candidates and organize a general election leading group to organize all candidates * * * to elect new directors.

(3) The replacement or increase of directors shall be approved by the board of directors and reported to the competent business unit for examination and approval;

(4) Those who have close relatives shall not serve on the board of directors at the same time;

(5) The results of election and recall of directors shall be reported to the registration authority for the record.

Article 11 Rights and obligations of directors:

(1) Have the right to participate in various business activities carried out by the Foundation;

(two) have the right to participate in and participate in the management of the foundation;

(three) to bear the corresponding responsibilities for the foundation and its various business activities.

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

(a) to formulate and amend the articles of association;

(two) to elect and recall the chairman, vice chairman and secretary general;

(3) Deciding on plans for major business activities, including plans for fund raising, management and use;

(4) Annual budget and final accounts;

(five) to formulate internal management system;

(6) Deciding to set up offices, branches and representative offices;

(7) To decide on the appointment of deputy secretaries-general nominated by the Secretary-General and principal responsible persons of various institutions;

(eight) to listen to and consider the work report of the Secretary-General and inspect the work of the Secretary-General;

(9) To decide on the division, merger or termination of the foundation;

(10) To decide on other major matters.

Article 13 The Council shall meet twice a year. The meeting of the board of directors shall be convened and presided over by the chairman. There are13 directors who propose that a board meeting must be held. If the chairman is unable to convene the meeting, the proposing director may elect the convener. When convening a board meeting, the chairman or convener shall notify all directors and supervisors five days in advance.

Article 14 The meeting of the board of directors can only be held when more than two thirds of the directors are present. The resolution of the board of directors shall be valid only if it is approved by more than half of the directors present.

Resolutions on the following important matters shall be valid only after being voted by the directors present at the meeting and approved by more than two thirds of the directors:

(1) Amending the Articles of Association;

(two) to elect or recall the chairman, vice chairman and secretary general;

(3) Major fund-raising and investment activities stipulated in the articles of association;

(4) Division and merger of foundations.

Article 15 Minutes of meetings of the Council shall be made. Where a resolution is made, minutes shall be made on the spot, which shall be reviewed and signed by the directors present at the meeting. If the resolution of the board of directors violates laws, regulations or articles of association and causes losses to the foundation, the directors who participated in the resolution shall bear the responsibility. However, if it is proved that the director opposed the voting and recorded it in the minutes of the meeting, he may be exempted from liability.

Article 16 The Foundation shall have more than/kloc-0 supervisors. The term of office of a supervisor is the same as that of a director, and can be re-elected at the expiration of the term.

Article 17 Directors, close relatives of directors and foundation accountants shall not serve as supervisors.

Article 18 Election and removal of supervisors:

(1) The supervisors shall be selected by the major donors and the competent business unit respectively;

(two) the registration authority according to the needs of the work;

(3) The change of supervisors shall conform to the procedures for its formation.

Article 19 Rights and obligations of supervisors: The supervisors shall inspect the financial and accounting materials of the Foundation according to the procedures stipulated in the Articles of Association, and supervise the compliance of the Council with laws and articles of association.

The supervisor has the right to raise questions and suggestions to the board of directors, and report the situation to the registration authority, the competent business unit and the competent tax and accounting departments.

Supervisors shall abide by relevant laws and regulations and the articles of association of the Foundation and faithfully perform their duties.

Article 20 The number of directors who receive remuneration from the foundation shall not exceed 65,438+0/3 of the total number of directors. Supervisors and directors who do not hold full-time positions in the foundation shall not receive remuneration from the foundation.

Twenty-first foundation directors shall not participate in the decision-making of related matters when their personal interests are related to the interests of the foundation; Directors, supervisors and their close relatives of the Foundation shall not engage in any transactions with the Foundation.

Article 22 The Council shall have a chairman, a vice-chairman and a secretary-general, who shall be elected by the directors from among themselves.

Article 23 The chairman, vice-chairman and secretary-general of a foundation must meet the following conditions:

(1) Having great influence in the business field of the Foundation;

(two) the maximum age of the chairman, vice chairman and secretary general is generally not more than 70 years old, and the secretary general is full-time;

(3) Being in good health and able to stick to normal work;

(4) Having full capacity for civil conduct.

Article 24 A person under any of the following circumstances may not serve as the chairman, vice-chairman and secretary-general of the Foundation:

(a) belongs to the current national staff;

(2) Being sentenced to public surveillance, criminal detention or fixed-term imprisonment for a crime, and the execution has not been completed for more than five years;

(3) Being sentenced to deprivation of political rights due to a crime, being executed or being sentenced to deprivation of political rights;

(4) Being the chairman, vice-chairman or secretary-general of a foundation whose registration has been cancelled due to violation of laws, and being personally responsible for the illegal acts of the foundation, and less than five years have passed since the date of cancellation of the foundation.

Article 25 The term of office of the chairman, vice-chairman and secretary-general of the Foundation shall be five years, and the term of office shall not exceed two terms. If it is necessary to be re-elected for more than the last term due to special circumstances, it shall be approved by the special procedures of the Council, reported to the competent business unit for review, and approved by the registration authority before taking office.

Article 26 The chairman of the foundation is the legal representative of the foundation. The legal representative of the foundation does not concurrently serve as the legal representative of other organizations.

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

During the term of office of the legal representative of the Foundation, if the Foundation violates the Regulations on the Administration of Foundations and the Articles of Association, the legal representative shall bear relevant responsibilities. If the legal representative neglects his duty, resulting in illegal acts or property losses of the Foundation, the legal representative shall bear personal responsibility.

Article 27 The chairman of the Foundation shall exercise the following functions and powers:

(1) Convening and presiding over the meetings of the Council;

(two) to check the implementation of the resolutions of the Council;

(3) Signing important documents on behalf of the Foundation.

The vice chairman and secretary general of the Foundation shall work under the leadership of the chairman, and the secretary general shall exercise the following functions and powers:

(a) to preside over the daily work of the Council and organize the implementation of the resolutions of the Council;

(2) Organizing the implementation of the annual public welfare activity plan of the Foundation;

(three) to formulate plans for raising, managing and using funds;

(4) To formulate internal management rules and regulations of the Foundation and submit them to the Council for approval;

(five) to coordinate the work of various agencies;

(six) to propose the appointment or dismissal of the Deputy Secretary-General and the person in charge of finance, which shall be decided by the Council;

(seven) to propose the appointment or dismissal of the principal responsible persons of various institutions, which shall be decided by the Council;

(eight) to decide on the employment of full-time staff in various institutions;

(9) The articles of association and other powers granted by the board of directors.

Chapter IV Management and Use of Property

Article 28 The Foundation is a public offering foundation, and its income comes from: the income from organizing fund-raising; Voluntary donations from natural persons, legal persons or other organizations; Investment income; Other legitimate income, etc.

Article 29 When organizing fund-raising and accepting donations, foundations shall abide by laws and regulations, and conform to the purposes stipulated in the articles of association and the business scope of public welfare activities.

Article 30 When organizing fund-raising, the foundation shall announce to the public the detailed plans for the public welfare activities and the use of funds to be carried out after fund-raising. Major fund-raising activities shall be reported to the competent business unit and the registration authority for the record.

The Foundation shall not apportion donations in any form or in disguised form.

Article 31 The property and other income of the Foundation shall be protected by law, and no unit or individual may occupy, privately divide or misappropriate it.

Article 32 The foundation shall use the property in accordance with the purposes stipulated in the articles of association and the business scope of public welfare activities; The donation agreement stipulates the specific purpose of the donation and shall be used in accordance with the provisions of the donation agreement.

When the donated materials cannot be used for the purpose of the foundation, the foundation can auction or sell them according to law, and the income will be used for the purpose of donation.

Article 33 The property of the Foundation is mainly used to carry out various businesses of public welfare activities of the Foundation.

Article 34 The main fund-raising and investment activities of the Foundation refer to:

(a) fund-raising activities held at home and abroad to achieve the purpose of the foundation;

(two) for the purpose of maintaining and increasing the value of the fund, the scale of the fund is more than 500 thousand yuan.

Article 35 A foundation shall maintain and increase the value of the fund in accordance with the principles of legality, safety and effectiveness.

Article 36 The annual expenditure of the foundation for engaging in public welfare undertakings as stipulated in the articles of association shall not be less than 70% of the total income of the previous year.

The salary, welfare and administrative expenses of the staff of the Foundation shall not exceed 65,438+00% of the total expenditure of that year.

Thirty-seventh when the foundation carries out public welfare funded projects, it shall disclose the types of public welfare funded projects and the application and evaluation procedures.

Thirty-eighth donors have the right to inquire about the use and management of donated property from the Foundation, and put forward opinions and suggestions. The foundation shall give a timely and true answer to the donor's inquiry.

If the foundation uses the donated property in violation of the donation agreement, the donor has the right to require the foundation to abide by the donation agreement or apply to the people's court to cancel the donation or terminate the donation agreement.

Article 39 A foundation may sign an agreement with the donee to stipulate the mode and amount of funding, as well as the use and method of funds.

The foundation has the right to supervise the use of funds. If the recipient fails to use the grant as agreed or violates the agreement, the Foundation has the right to terminate the grant agreement.

Article 40 A foundation shall implement a unified national accounting system, conduct accounting according to law, establish and improve an internal accounting supervision system, and ensure the legality, truthfulness, accuracy and completeness of accounting data.

The Foundation accepts the tax supervision and accounting supervision implemented by the competent tax and accounting departments according to law.

Article 41 The Foundation shall be equipped with accountants with professional qualifications. Accounting personnel shall not concurrently serve as cashiers. When an accountant transfers his job or leaves his post, he must go through the handover procedures with the recipient.

Article 42 The operating fiscal year of this Foundation is from 65438+ 10/to 65438+February 3 1. Before March 3 1, the board of directors will examine and approve the following matters:

(a) the business report and final accounts of the previous year;

(2) Annual business plan and budget;

(3) list of property.

Article 43 The foundation shall conduct annual inspection, change of appointment, change of legal representative, liquidation and financial audit.

Forty-fourth foundations shall, in accordance with the provisions of the Regulations on the Administration of Foundations, accept the annual inspection organized by the registration authority.

Forty-fifth after passing the annual inspection by the registration authority, the foundation will publish the annual work report in the media designated by the registration authority, and accept the inquiry and supervision of the public.

Chapter V Termination and Disposal of Surplus Property

Article 46 The Foundation shall be terminated under any of the following circumstances:

(a) to complete the purpose stipulated in the articles of association;

(two) unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the articles of association;

(3) Division or merger of foundations.

Article 47 The termination of a foundation shall be reported to the competent business unit for approval within 15 days after the board of directors votes. Apply to the registration authority for cancellation of registration within 15 days after the approval of the competent business unit.

Article 48 Before going through the cancellation of registration, the foundation shall set up a liquidation organization under the guidance of the registration authority and the competent business unit to complete the liquidation work.

The foundation shall cancel the registration with the registration authority within 15 days from the date of liquidation; Activities other than liquidation shall not be carried out during the liquidation period.

Article 49 The remaining property after the cancellation of the foundation shall be used for the development of public welfare undertakings of medical and health undertakings through donations under the supervision of the competent business unit and the registration administration organ.

If it cannot be handled in the above way, the registration authority will organize donations to social welfare organizations with the same nature and purpose as the foundation and announce them to the public.

Chapter VI Revision of Articles of Association

Article 50 Any revision of the Articles of Association shall be reported to the competent business unit for approval within 15 days after the approval of the board of directors. After the examination and approval by the competent business unit, it shall be reported to the registration authority for approval.

Chapter VII Supplementary Provisions

Article 51 The Articles of Association was adopted by the board of directors on February 7, 2005.

Article 52 The right to interpret the Articles of Association belongs to the Council.

Article 53 The Articles of Association shall come into force as of the date of approval by the registration authority.