Article 1 Name, registered amount and domicile of the foundation:

(1) Full name of the Foundation: He Ren Charity Foundation (HCF for short).

(2) Original funds: Cao, Cao and Cao donated RMB equivalent shares of 3.549 billion yuan.

(3) domicile of the foundation: Fujian province

Article 2 Purpose of the Foundation: Pay attention to the disadvantaged groups, promote equal opportunities and promote social harmony.

Article 3 Nature of the Foundation: National non-public offering foundation.

Article 4 Foundation registration authority: Ministry of Civil Affairs.

Article 5 The competent unit of foundation business: Overseas Chinese Affairs Office of the State Council.

Chapter II Scope of Business

Article 6 The Foundation follows the concept of promoting the spirit of charity and promoting the development of charity, and its business scope includes:

(1) Pay attention to the education in China, expand the educational opportunities of the disadvantaged groups, and improve their humanistic and scientific qualities;

(2) Subsidize underdeveloped areas and vulnerable groups, and improve and improve their medical security level;

(3) funding and promoting environmental and ecological protection;

(four) emergency relief and post-disaster recovery and reconstruction funds.

Chapter III Organization, Legal Representative and Management Mode

Article 7 The highest authority of a foundation is the board of directors, which consists of 1 1 to 15 people. The term of office of the directors of the foundation is five years, and they can be re-elected at the expiration of the term.

Article 8 The Foundation implements the secretary-general responsibility system under the leadership of the Council. During the closing of the Council, the Secretary-General presides over the daily work.

Article 9 Qualifications of directors:

(1) Having full capacity for civil conduct and no bad record;

(two) to recognize and implement the articles of association of the foundation and ensure that there is enough time to serve the Council;

(3) Being enthusiastic about charity, having a strong sense of public interest and responsibility, and being able to participate in deliberation and decision-making independently, objectively and prudently based on the principles of fairness, impartiality and openness;

(4) Strong deliberation and decision-making ability and interpersonal communication ability;

(5) Having engaged in research or management work in a certain professional field, having made unique achievements in this field and enjoying a high personal reputation, and his professionalism can effectively serve the development of the board of directors and institutions.

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;

(2) 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 a new board of directors;

(3) If a director fails to attend the board meeting in person for three consecutive times, his qualification as a director will be automatically cancelled and reported to the competent business unit for approval;

(4) If a director is unable to continue to perform his duties as a director due to subjective and objective reasons, he shall resign as a director in time and report to the Council for approval and entry into force;

(5) The removal or addition of directors must be effectively voted by the Council and reported to the competent business unit for approval;

(6) 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:

(a) to understand the operation of the foundation;

(two) have the right to ask questions about the documents and materials submitted to the meeting of the Council;

(3) To consult the records of the board of directors and financial and accounting reports of the Foundation;

(4) Attending board meetings on time and actively participating in various activities of the board;

(5) Have the right to vote on all matters of the Council, and have the right to vote and stand for election;

(six) have the right to submit relevant issues to the Council for deliberation, and actively make suggestions for the development of the foundation;

(7) recommending directors;

(8) Introduce resources and recommend volunteers for the Foundation;

(nine) to undertake the work of various professional committees under the Council;

(ten) to maintain the reputation of the foundation, have the obligation not to disclose the secrets of the foundation according to the regulations, and shall not speak on behalf of the board of directors and the foundation without authorization;

(eleven) to supervise the work of the Secretary-General and not to interfere in the administrative affairs and work within the scope of duties of the Secretariat;

(twelve) to perform other obligations stipulated in the articles of association.

Article 12 The decision-making body of the Foundation is the Council, which exercises the following functions and powers:

(1) To formulate and revise the articles of association and decide on the mission, strategy and objectives of the Foundation;

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

(three) to decide and approve the annual plan and major business activities, including fund raising, management and use plans and annual public welfare project plans; Deciding on the principles, strategies, methods and major investment matters of fund assets operation;

(4) To decide on the annual budget and final accounts of the organization and supervise the financial implementation process;

(five) to examine and approve the internal management system, including accounting system, personnel and salary policy, major public welfare project management policy, etc., to ensure effective decision-making;

(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, check the work of the Secretary-General, and assess the performance of the Secretary-General;

(nine) to ensure that the organization's behavior conforms to laws, regulations and ethics, with transparency and credibility, and to avoid conflicts of interest between directors and foundations;

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

(eleven) to decide on other major issues.

Article 13 Regarding the meeting of the board of directors:

(1) The board of directors shall meet at least twice a year, in principle, in March and June of 5438+00, and in special circumstances, in the form of temporary meetings;

(2) The meeting of the board of directors shall be convened and presided over by the chairman. If the chairman is unable to convene the meeting for some reason, it shall be convened by the vice chairman.

(3) 1/3 directors proposed that a board meeting must be held. If the chairman is unable to convene the meeting, the convener may be elected by the proposed director.

(4) When convening a board meeting, the chairman or convener shall notify all directors and supervisors 30 days in advance. The notice of the meeting must indicate the topics to be discussed at the meeting.

Article 14 The resolution of the board of directors shall be valid only if more than three-fourths 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 approved by more than 80% of the directors present at the meeting, and the resolutions shall be valid:

(1) Amending the Articles of Association;

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

(3) Major capital activities stipulated in the articles of association;

(four) the division, merger and termination of the foundation;

(five) the annual donation fund allocation plan;

(6) Other matters that the directors consider important.

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 a board of supervisors. The Board of Supervisors consists of 7 to 9 supervisors, with/kloc-0 supervisors. The chairman of the board of supervisors is elected from among the supervisors. The term of office of a supervisor is the same as that of a director. Upon expiration of the term, a supervisor may be re-elected.

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

Article 18 Election and removal of supervisors:

(1) Having full capacity for civil conduct and no bad record;

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

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

(4) Supervisors shall have the professional knowledge and experience necessary to perform their duties;

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

Article 19 Rights and obligations of supervisors:

(1) 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 and directors with laws and articles of association;

(2) The supervisor has the right to check whether the work of the board of directors or the secretariat violates China's laws and regulations and the articles of association of the foundation, and put forward opinions on investigating the relevant responsible persons. If the circumstances are serious, they can report to the judicial organs;

(3) Supervisors have the right to attend the meetings of the board of directors and the meetings of various professional committees under the board of directors as nonvoting delegates, put forward questions and suggestions to the board of directors, and report the situation to the registration authorities, business authorities and tax and accounting authorities; (4) Supervisors shall abide by relevant laws and regulations and the articles of association of the Foundation and faithfully perform their duties.

Article 20 No director or supervisor of the Foundation shall receive remuneration.

Twenty-first directors and supervisors of the foundation shall sign a declaration of conflict of interest, and shall not participate in the decision-making of related matters when 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 and a vice-chairman. When the chairman is absent or unable to exercise his functions and powers, the vice chairman shall act as the chairman.

Article 23 The Foundation may set up a professional committee to assist the Council in guiding and coordinating the work of the Secretariat. The professional committee shall be appointed by the director of the committee with corresponding professional background.

Article 24 The Foundation may set up experts or advisory committees as required. The expert committee is composed of experts in strategic management, economy, law, finance, investment and international cooperation related to the Foundation's business.

Article 25 The chairman and vice-chairman of a foundation must meet the following conditions:

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

(2) The maximum age of the chairman, vice-chairman and secretary-general shall not exceed 70, and the secretary-general shall be full-time;

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

(4) Having full capacity for civil conduct.

Article 26 A person under any of the following circumstances may not serve as the chairman, vice-chairman and supervisor of the Foundation:

(a) belongs to the current national staff;

(2) Having a bad record.

Twenty-seventh Hong Kong residents, Macao residents and Taiwan Province residents who serve as the chairman, vice chairman, secretary general or supervisor of the foundation shall stay in the mainland for not less than three months each year.

Article 28 The term of office of the chairman, vice-chairman and supervisor of the Foundation shall be five years, and in principle, they shall not be re-elected for more than two terms. If it is necessary to be re-elected due to special circumstances, it must be approved by the Council, reported to the competent business unit for review, and approved by the registration authority before taking office.

Article 29 The Council shall have a Secretary-General, who shall be appointed by the Council and sign an employment contract. The term of the contract shall not exceed the remaining term of the current Council. After the expiration of the term of office of the Council, the post of Secretary-General shall be dismissed at the same time. When the Council is not in session, the Secretary-General presides over the daily work. The heads of major departments of the Secretariat shall be nominated by the Secretary-General and appointed with the approval of the Council, and other personnel shall be appointed by the Secretary-General.

Article 30 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. When the legal representative of the foundation leaves his post, he shall conduct an economic responsibility audit during his term of office.

Article 31 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 32 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;

Signing important documents on behalf of the Foundation;

(four) the articles of association and other powers granted by the Council.

Article 33 The Secretary-General of the Foundation shall work under the leadership of the Board of Directors and implement the Secretary-General responsibility system. The Secretary-General shall exercise the following powers:

(1) Be responsible to the Council and report on its work;

(two) to organize the implementation of the resolutions of the Council and carry out daily work;

(3) Assisting in convening the Council;

(four) to organize the implementation of the Foundation's annual public welfare activities plan and report it to the Council for approval;

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

(six) to draw up the annual plan for raising, managing and using the funds of the Foundation and submit it to the Council for approval;

(seven) to draft the annual budget and annual final accounts report of the Foundation and submit it to the Council for approval;

(eight) to submit the major donation activities and public welfare relief activities of the Foundation to the Council for deliberation, and the Council shall make a decision;

(nine) report on major activities and the progress of the annual audit work;

(ten) to propose the appointment or dismissal of the chief financial officer of the foundation secretariat, which shall be decided by the board of directors;

(eleven) to propose the appointment or dismissal of the main person in charge of the branch of the foundation, which shall be decided by the board of directors;

(12) To decide on the employment of staff of various secretariat agencies;

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

Chapter IV Management and Use of Property

Thirty-fourth sources of funds of the foundation:

(1) Private property donated by the Cao family:

1) 240,089,084 shares of Fuyao Company held by Fujian Hua Yao Industrial Village Development Co., Ltd.;

2) The 59,965,438+00,965,438+06 shares of Fuyao Company held by Sanyi Development Co., Ltd., accounting for 300 million shares, are valued according to the weighted average price of the company's stock donation 30 days before the delivery date, after deducting the net tax;

3) The Foundation is responsible for paying the taxes and fees required for the transfer of the original shares to the Foundation after completing the transfer formalities as agreed in the contract.

(2) The lawful income obtained from operating the above assets;

(3) Voluntary donations from natural persons, legal persons or other organizations;

(4) Other lawful income of the Foundation.

Article 35 Fund raising and investment management

Foundations can make profitable investments with their own assets in accordance with the principles of legality, safety and effectiveness, so as to ensure the preservation and appreciation of funds.

The Foundation shall implement the relevant provisions in strict accordance with the equity donation agreement signed with the Cao family, and fully fulfill the rights and obligations of the Foundation as an equity holder. Unless authorized by the Foundation to invest and operate, the disposal of Fuyao glass stocks donated by Cao family must be approved by more than 90% of all directors of the Foundation and implemented by written resolution of the Board of Directors.

Article 36 The property and other income of foundations belong to public property and shall be protected by law. No unit or individual may occupy, privately divide or misappropriate.

Article 37 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.

Article 38 If donated materials cannot be used for the purpose of the Foundation, the Foundation may auction or sell them according to law, and the proceeds will be used for the purpose of donation.

Article 39 The assets of the Foundation and the actual cash income from its operation are mainly used for:

(1) Public welfare expenditure in the business field of the Foundation;

(2) management expenses;

(3) Investment activities to preserve and increase the value of assets;

(4) Other reasonable expenses decided by the Council.

Fortieth use of funds and management of daily expenses

(a) The use of the funds of the Foundation shall be approved by the Secretary-General in accordance with the resolution of the Council. Matters not decided by the board of directors shall be decided by the board of directors within a certain amount.

(two) the daily emergency rescue funds, a single sum of not more than 500 thousand yuan; Daily management expenses, the single amount does not exceed 654.38+10,000 yuan, which shall be approved by the chairman. However, the total of the above two expenditures for the whole year shall not exceed 654.38+million yuan;

(3) Non-budgetary expenditures, each of which does not exceed 654.38+10,000 yuan, and the total annual expenditure does not exceed 500,000 yuan, shall be directly examined and approved by the Secretary-General.

(4) The donors, the chairman, the vice-chairman, the chairman of the board of supervisors and the secretary-general shall make decisions according to actual needs and notify the directors in advance.

Article 41 The major capital activities stipulated in the Articles of Association refer to public welfare projects with capital exceeding 2 million yuan, and the investment projects with capital investment exceeding 6,543,800 yuan must be listed as follows:

(a) the annual investment plan;

(two) the annual financial budget and final accounts;

At the same time, the above-mentioned major donation, rescue and investment activities shall not be implemented without the voting procedure for important matters in Paragraph 3 of Article 14 of the Articles of Association.

Article 42 The annual expenditure of the public welfare foundation as stipulated in the articles of association shall not be less than 80% of the actual cash income of the fund in the previous year.

The salary, welfare and administrative expenses of the staff of the Foundation shall not exceed 10% of the total expenditure of the current year.

Article 43 foundations shall disclose the types, application and evaluation procedures of public welfare funded projects.

Forty-fourth 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 45 A foundation may sign an agreement with the donee to stipulate the way 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 46 The Foundation shall implement the unified national accounting system, conduct accounting according to law, establish and improve the 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 47 The Foundation is 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 48 The business and accounting year of the Foundation is from June+10/October 1 day to February 1 year, 6438. 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) Property list (including the list of donors in the current year, asset management report and related materials).

Article 49 The foundation shall conduct annual inspection, change of appointment, change of legal representative, liquidation and financial audit.

Article 50 A foundation shall accept the annual inspection organized by the registration authority in accordance with the Regulations on the Administration of Foundations.

Article 51 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 public inquiries and supervision.

Chapter V Termination and Disposal of Surplus Property

Article 52 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;

(4) Failing to operate the foundation in accordance with the donation agreement signed between the major donors and the foundation, and the donation agreement is revoked or dissolved by the court.

Article 53 The termination of the foundation shall be reported to the competent business unit for approval within 15 days after the board of directors votes. The competent business unit shall apply to the registration authority for cancellation of registration within 15 after examination and approval.

Article 54 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 55 The remaining property after the cancellation of the foundation shall be donated to non-profit organizations related to the purpose and business scope of the foundation under the supervision of the competent business unit and the registration authority.

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 56 Any amendment to the Articles of Association shall be reported to the competent business unit for approval within 05 days after the board of directors has adopted it. 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 57 The Articles of Association was adopted by the board of directors on May 4, 20 1 1.

Article 58 The right to interpret the Articles of Association belongs to the Council.

Article 59 The Articles of Association shall come into force as of the date of approval by the registration authority.