Entrepreneur Elite (International) Club
Articles of Incorporation
Chapter One General Provisions
第一条 名称：企业家精英(国际)俱乐部，英文名称Entrepreneur Elite (International) Club；
Article 1. Name of the club is Entrepreneur Elite (International) Club.
Article 2. This club is a non-profit organization jointly promoted and established by domestic and offshore renowned law firms, four major accounting firms, investment companies (PE/VC), strategic consulting companies, investment consulting companies as well as senior management of multinational corporations, national/provincial economic development zones and renowned enterprises in economic development zones (including fast and high growth high-tech enterprises). As such, this club is mainly composed of businesses, entrepreneurs and social elites dedicated to making this Club one of the high-end service platforms with top-of-the-line influence and branding power.
Article 3. Purpose of this Club is to promote Chinese spirit. With promotions of core values of 'business integrity, feedback to society, welfare to next generation' as its operation guidelines, this Club will establish a communication bridge between business and government and among businesses for the purpose of fulfilling information exchange, resource sharing and joint development. This club cares about entrepreneur's humanistic feelings, ambition and concept of value. Through the convergence of wisdom from the most visionary entrepreneurs, this club searches correct path to realize business value and build up authentic Songhai business culture, and ultimately fulfills entrepreneurs’ common dreams and becomes a warm home for entrepreneurs and business elites.
Article 4. This club is headquartered in Shanghai, China with address of No. 12, Da-Zhi Rd., Shanghai, People's Republic of China.
Chapter Two Club Features
Article 5. This club is dedicated to building the first internet-interaction based entrepreneur value sharing platform. This club shall fully utilize internet thinking and, with the features of 'member-oriented club platform', fully encourage respective members to actively utilize power of this platform to fulfill resource value sharing and achievement. That is, each member is entitled to initiate any event on this platform including searching for project collaboration, holding of various professional knowledge workshops or theme seminars, or various artifact appreciation events, and so on. Other members may voluntarily register to participate in events which are already initiated.
Article 6. Members initiating events or those who are engaged in value-sharing will be able to obtain achievement points and like-bonus. The more points a member has, the more contribution he or she makes. Furthermore, each member will be 'called' to organize events. A member will be more respected if he or she has been called more times to organize events. Naturally, members not engaged in initiating events will also be entitled to look for and participate in services or events which best fit with his or her needs through this platform, and enjoy, in real time, the fun of participating in events and receive participation points. In the initial stage of club development, members will take turn in initiating events. Going forward, we will design an exclusive APP connecting the club’s service platform. Events will then be initiated and information will be exchanged through APP. Furthermore, members will be able to look for projects and collaboration though this platform and fulfill value sharing in an exchange way. Ultimately, we will make this platform a warm and loving home for entrepreneurs and elites to share their values, to lead in assuming responsibility and to obtain achievements.
Article 7. A consulting company specifically for the operation of this club will be established. This consulting company shall not be engaged in matters irrelevant to the Club, and each year its financial operations shall be audited by third party accounting firm recommended by the board of directors' meeting, and such financial information shall be disclosed to members in real time.
Chapter Three Club Members
Section One. Club Member Type, Qualification & Membership Application Procedure
Article 8. Members of this club are categorized into average members and official members.
Article 9. There are no limits on average member's development. The only requirement will be that an average member voluntarily joins in online social media platform such as Wechat group after being recommended by official member and reviewed and approved by the secretariat. There is no membership card for average member for the time being and there is no need to enter membership agreement or pay membership fee.
Article 10. Official members are categorized into individual member and corporate member. Membership application shall comply with recommendation system and membership fee has to be paid before receiving membership card. In principle, recruitment of official members shall not exceed 100 members each year (excluding the club's directors).
Applicant for the club's official member shall possess good reputation on personal character and business, be honest and comply with regulations, laws and rules, actively safeguard the club's articles of incorporation, recognize promotion of sustainable development through information sharing, resource sharing, mutual assistance and collaboration, promotion of business integrity as well as feedback to society, be passionate in the club's exchange and interaction, be willing to exert effort in providing suggestion and assistance to other members, be devoted to create more values for club members including applicant himself or herself, and shall meet with at least one of the requirements prescribed hereunder:
(1). Business, major shareholder, chairman of the board of directors, general manager, CEO of business with annual revenue of RMB100 million or more, or net profit of RMB20 million or more;
(2). Fortune global 500 enterprises and their branches across greater China area, China's top 500 enterprises, China top 500 private enterprises, listed companies as well as core management of enterprises prescribed hereto;
(3). Domestic top institutions of respective industries (including commercial bank, insurance company, trust company, investment company, accounting firm, law firm, securities company, fund management company, asset assessment company, and so on) and institution partner, managing director, senior management higher than branch manager of province level branch;
(4). Investor with individual cash investment capability of RMB50 million or more, art collectors with personal art collection with auction price of RMB200 million or more;
(5). Responsible person for development zone higher than municipal level;
(6). Domestic/Offshore renowned university, research center, key research institute and experts in respective industries;
(7). Enterprises with certain influence or rapid growth in segmented industries;
(8). Other members agreed by the board of directors' meeting.
Note 1: A corporate member shall in principle be the headquarters of an enterprise. Repeated application from average business branch institute shall not be allowed with the exception that headquarters' approval to commission branch institute for membership application is obtained.
Note 2: Average members may enjoy the privilege of being upgraded to official members in the event that requirements prescribed hereto are met and applications are filed accordingly.
Article 11. Application for official member shall comply with procedure prescribed hereunder:
(1). Application from shall be submitted to this club (individual membership applicant shall submit copy of valid identification card, while corporate membership applicant shall submit copy of business license with company stamp);
(2). Application shall be submitted to the board of directors' meeting for approval after being reviewed by the secretariat. In principle, a new member shall receive consent from more than 50% of all directors. Directors will be deemed as having granted their consent in the event that there are no comments or definite objections made during the opinion requisition period. Application process shall in principle be completed within fifteen (15) working days commencing from the day of materials submission;
(3). Issuance of membership card (entering of membership agreement, membership fee payment, issuance of membership card and becoming official member);
(4). Applicant of official member after the club's official operation shall be recommended by at least one official member to the club's secretariat and aforementioned process shall be completed in order to become an official member.
Section Two. Membership Rights
Article 12. Average members shall only have access to online social media platforms of Wechat public accounts and Wechat groups.
Article 13. Official members are entitled to the rights hereunder:
(1). All services prescribed in chapter III of articles of incorporation hereto;
(2). Rights of supervision, recommendation and criticism over this club's management;
(3). Rights to elect, to be elected and to vote;
(4). Rights to participate in this club's activities;
(5). Rights to voluntarily enter and freely exit this club.
Section Three. Membership Obligations
Article 14. Average members and official members shall fulfill obligations prescribed hereunder:
(1). Strict compliance with the nation's related laws and regulations;
(2). Strict compliance with this club's Articles of Incorporation and internal management regulation system including but not limited to 'Entrepreneur Elite (International) Club Wechat group covenant';
(3). Safeguarding this club's social reputation, image and legitimate rights;
(4). Provision of authentic, accurate, latest, legal, completely valid and complete materials without false record or misleading statement;
(5). Official members shall pay membership fee in accordance with rules;
(6). Compliance with obligations to aggressively participate in and keep secret and confidential of this club's operation and project development;
(7). Compliance with this club's daily management and supervision, and aggressively participate in all activities and events held by this club;
(8). No assignment or lending of membership card without authorization;
(9). Execution of this club's resolution;
(10). Aggressive submission of constructive suggestions over this club's work, and aggressive provision of articles and information to this club's promotion platform which includes but not limited to Wechat group and magazine.
Section Four. Exit of Membership
Article 15. Official members may actively apply to this club's secretariat for exit of this Club. Members actively exiting this club shall file exit application in writing and return membership card. Membership fee will be refunded for members exiting in less than one month after joining in this club, while membership fee will not be refunded to members exiting after staying in this club for more than one month.
Article 16. In the event of occurrence of one of the circumstances prescribed hereunder, the board of directors' meeting shall be entitled to cancel membership and membership fee shall not be refunded to members being cancelled of their membership:
(1). Members will be deemed as exiting this club automatically in the event of violation of laws and regulations in this country;
(2). Membership shall be terminated automatically in the event of violation of this club's articles of incorporation and code of conduct and such violation causes damage to this club's goodwill and jeopardizes this club's order;
(3). Members will be deemed as exiting this club automatically in the event of failure to pay service charge within twenty (20) days after receiving payment notice;
(4). In the event of inappropriate behavior, or dissent raised by other member and a reminder letter is delivered accordingly by the secretariat after consultation from the board of directors' meeting, for three (3) occurrences, members shall therefore be deemed as exiting this club automatically;
(5). Members will be advised to exit this club in the event of failure to participate in any of this club's activities.
Article 17. In accordance with the 'Entrepreneur Elite (International) Club Wechat Group Covenant', this club is entitled to cancel membership and reserve the right of Wechat group expulsion over members with violation of prohibition matters prescribed in the covenant hereto, or, members being reported by other members as having been engaged in inappropriate behavior.
Chapter Four Member Services
Article 18. Official members are entitled to all services prescribed in these articles of incorporation, while average members currently only have access to information services and certain value-added services.
Article 19. Information Service. This club conducts information sharing and exchange and interaction mainly through measures of establishing online Wechat public account and Wechat group which are open to all official members and average members. Information services will be updated from time to time.
Article 20. Value-Added Services. Through resources of members of the board of directors' meeting, club consulting advisor commission as well as domestic and offshore strategic collaboration partners, members are provided with value-added services which include but are not limited to:
(1). Systematic solutions with respect to restructuring, transformation, becoming listed, financing, mergers & acquisitions, reorganization, asset management and offshore investment;
(2). Assistance to members in conducting brand promotion, market exploration as well as enhancement of collaboration among members;
(3). Establishment of database based on quality resources of this club's enterprises and industry development parks;
(4). Establishment of think tank(s) under the convergence of domestic/offshore renowned universities, research centers and industry experts;
(5). Reservation of technology projects for the purpose of providing support to enterprises in need;
(6). Establishment of financing platforms among members;
(7). Assistance to member enterprises in managing issues between enterprises and government as well as crisis management;
(8). Assistance to member enterprises in implanting pro bono gene in business management. This club will assist enterprises in establishing 'pro bono strategy' and building up enterprise citizen image;
(9). Enhancement of collaboration and transactions among up/middle/downstream industry chains for the purpose of ultimate forming of business relationships of mutual trust and stability as well as fulfilling win-win development.
Article 21. Offline Activities. This club will organize, routinely or from time to time, various offline activities which include but are not limited to:
(1). Annual Meeting;
(2). Symposium, Speech or Theme Salon;
(3). New Year Party;
(4). Business Trip or Offshore Study;
(5). High End Customized Tour;
(6). Sports Events;
(7). Charity Events;
(8). Leisure/Appreciation Events: such as health management, tea savoring, music/arts appreciation, antique verification and appraisal, family polo experience, and so on.
Article 22. Club Micro Magazine. Being the club's window for external promotion, this magazine enhances member synergy through contents of interviews with prestigious club members, analysis of industry information, promotion of member events, and so on.
Chapter Five Organization Structure & Responsible Person
Article 23. Organization principle for this Club is democratic centralism. Generation of management mechanism and decision over critical issues shall go through collective discussion and decision shall be made in accordance with the principle of majority rule.
Article 24. Responsible person for this club shall mean and refer to board director (Chairman), Managing deputy board director (Vice Chairman) and secretary general.
Article 25. Supreme authority for this club is member representatives' assembly.
Duties for member representative assembly are as follows:
(1). Stipulation and modification of this club's articles of incorporation;
(2). Election and recall of this club's directors;
(3). Establishment of this club's membership fee standards;
(4). Review of the board of director's meeting work report and financial statements;
(5). Determination of this club's change of name or termination;
(6). Determination of other critical issues.
Article 26. Member representatives' assembly shall be convened once annually. Member Representatives' assembly shall not convene unless there are more than one third of members attending this assembly. Assembly resolutions shall not take effect unless they are approved by more than half of all attending members.
Members are entitled to commission agents to attend meeting. Agents hereto shall present power of attorney and shall exercise voting rights within the scope of authorization.
Article 27. Tenure for member representatives' assembly for each plenary is four (4) years. Early or prolonged change of plenary due to special circumstances shall be approved by the board of directors' meeting. Prolonged period hereto shall not exceed one (1) year.
Article 28. Member representatives' assembly hereto shall elect directors who shall then form the board of directors. Board of directors is this club's execution mechanism and shall be responsible for the member representatives' assembly. Tenure for the board of directors is four (4) years. Member representatives' assembly shall convene for election of next plenary directors in the event of expiration for incumbent plenary directors.
Article 29. Duties for the board of directors are prescribed hereunder:
(1). Convening member representatives' assembly to which work report and financial statements shall be submitted;
(2). Execution of resolutions by member representatives' assembly;
(3). Election or recall of this club's responsible person and managing director;
(4). Determination to retain deputy secretary general and major responsible persons for respective institutes;
(5). Determination of official member's recruitment and membership cancellation;
(6). Determination of establishment or cancellation of office, branch office and representative office;
(7). Leading this club in launching its operations;
(8). Establishment of this club's internal management system;
(9). Determination of penalty on members violating this club's articles of Incorporation, resolution or internal management system;
(10). Listening and reviewing responsible person's work report, and inspecting responsible person's work;
(11). Determination of other major matters.
Article 30. The board of directors' meeting shall convene once annually, and can convene from time to time in the event of special circumstances. Supplementary director shall be elected by member representatives' assembly, and can be elected by the board of directors' meeting under special circumstances. supplementary directors elected by the board of directors' meeting shall be verified by the next plenary member representatives' assembly.
Article 31. The board director shall be responsible for convening and chairing the board of directors' meeting. The board of directors' meeting shall convene in the event of requests from one third of directors, and requesting directors are entitled to elect convener in the event that the board director is unable to convene accordingly. Board director or convener shall deliver notice to all directors five (5) days prior to the convening of board of director's meeting. Directors shall personally attend the board of director's meeting. In the event that a director is unable to attend the meeting, he or she may commission, in writing, other director to attend the meeting, and authorization matters shall be prescribed in the power of attorney.
Article 32. The board of director's meeting shall not convene unless there are more than one third of all directors attending. The board of director's meeting resolution shall not take effect unless approved by one third of attending directors.
Article 33. This club shall establish managing director's meeting with managing directors elected from directors by the board of director's meeting. Managing director's meeting shall serve as execution mechanism during the period when the board of director's meeting is not convening meeting, and shall be responsible for the board of director's meeting, with the number of managing directors not exceeding one third of the total number of directors.
第三十四条 常务理事会在理事会闭会期间行使本章程第四十条第 （二）（四）（五）（六）（七）（八）（九）（十）(十一)项的职权。
Article 34. During the period when the board of director's meeting is not convening meeting, Managing director's meeting shall perform duties prescribed in (2), (4), (5), (6), (7), (8), (9), (10) and (11) of article 40 of articles of incorporation hereto.
Article 35. Managing director's meeting shall convene at least once half yearly. Temporary board of director's meeting may convene in the event of special circumstances or requests from more than one third of managing directors.
Article 36. Managing director's meeting shall not convene unless with more than two thirds of managing directors attending, and meeting resolution shall not take effect unless approved by more than two thirds of attending managing directors.
Article 37. Voting by this club's member representative's assembly, Board of director's meeting and managing director's meeting shall be conducted in secret ballot, while election of responsible person shall be conducted in competitive election. Meeting minutes shall be prepared for all the meetings hereto, and meeting summary shall be prepared in the event of resolution obtained. Meeting resolution by the board of director's meeting shall be reviewed and signed by attending directors. Members of this club are entitled to review articles of incorporation, rules and systems, respective meeting summaries and financial and accounting statements.
Article 38. Board director (chairman) is this club's legal representative. Legal representative of this club shall not serve as other social group's legal representative.
Article 39. Responsible person for this club shall meet with requirements prescribed hereunder:
(1). Possessing relatively larger influence and higher reputation in the business realms of this club; Maximum age for this duty shall not exceed 70 years old. Responsible person shall be healthy, insistent in working normally and shall possess full behavioral capacity for civil actions.
(2). Responsible person has never been sentenced to criminal penalty of political rights deprivation.
Article 40. Persons meeting one of the conditions hereunder shall not assume the post of this club's responsible person:
(1). Persons who have been sentenced to control, criminal detention or fixed term imprisonment from criminal offenses, and are still within five (5) years after the completion of execution;
(2). Persons who are sentenced to political rights deprivation from criminal offenses and are currently serving sentences, or persons who have been sentenced to political rights deprivation previously;
(3). Person who has served as a responsible persons in a social group which has been revoked of registration or 'social association legal entity registration certificate' because of violation of laws, and person who is personally liable for the social group's illegal action; or person who has served as a responsible person in a social group which has been banned, and it is still within five (5) years since the day when such social group was revoked of registration or 'social association legal entity registration certificate' or was banned; or person who does not have complete capacities for civil acts; or other circumstances stipulated by laws, administrative regulations, rules or requirements.
Article 41. Tenure for this club's responsible person and managing director for each plenary is identical to the tenure for the board of director's meeting for each plenary. Re-election in principle shall not exceed two terms. Prolonged tenure in the event of special circumstances shall be approved via voting by more than two thirds of members attending the member representative's assembly.
Article 42. Board director (chairman) of this club shall perform duties prescribed hereunder:
(1). Chairing member representative's assembly; Convening and chairing board of director's meeting and managing director's meeting;
(2). Inspection of various meeting resolution execution;
(3). Directing and leading the work of board of director's meeting (managing director's meeting), and representing this club in signing critical documents;
. Other duties prescribed by this club's articles of incorporation.
Article 43. Managing deputy board directors shall assist board director in performing duties. In the event that board director is unable to perform duty for certain reason, Managing deputy board directors shall take turns in performing the board director's duties, with respective terms of one (1) year each.
Article 44. Secretary general works full time and presides over the work of secretariat office. Secretary general works under board director's leadership with major duties of:
(1). Presiding offices in launching routine tasks, and organizing and implementing annual work plan;
(2). Coordinating respective branches and representing organization in launching tasks;
(3). Stipulating internal management guidelines and systems, and submitting guidelines and systems hereto to the board of director's meeting for review;
(4). Submitting recommendations of retaining or discharging deputy secretary general and candidates for respective office responsible persons to the board of director's meeting;
(5). Reporting work status to board director and board of director's meeting;
(6). Reviewing membership matters of average members and official members;
(7). Determining full time staff engagement for offices, representative offices and physical institutes;
(8). Handling of other routine matters.
Article 45. Deputy secretary general shall assist secretary general in performing duties. In the event that secretary general is unable to perform duty for certain reason, Deputy secretary general can therefore be assigned to perform secretary general's duties.
Article 46. This club shall establish administrative offices which include secretariat office, office, department of finance and department of external communications for the processing of routine works.
Chapter Six Management & Utilization of Property
Article 47. This club's revenue shall be generated from:
(1). Club membership fee;
(2). Government subsidy;
(4). Enterprise sponsorship;
(5). Other legitimate income;
Article 48. This club's properties and other revenues are protected by laws, and any unit or individual shall not embezzle, distribute without authorization or misappropriate accordingly.
Article 49. This club shall collect membership fees in accordance with membership fee standards approved by member's assembly.
Article 50. This club's funds shall be utilized in the scope of businesses and development of enterprises prescribed by articles of incorporation hereto, and shall not be distributed among members.
Article 51. This club implements 'Non-Governmental Non-Profit Organization Accounting System' and complies with laws in conducting accounting and establishing comprehensive internal accounting monitoring system, and guarantees that accounting materials are legal, authentic, accurate and complete.
Article 52. This club shall be equipped with professionally qualified accounting staff who shall not serve as cashier simultaneously. Accounting staff shall conduct accounting and implement accounting supervision. In the event of accounting staff's change of job or employment termination, handover procedures shall be implemented together with receiving staff.
Article 53. Compensation, insurance and benefit treatment for this club's full time employees shall be implemented in accordance with related regulations of this nation.
Article 54. Business and accounting year for this club shall be from January 1st to December 31st of each year. board of director's meeting shall conduct reviews over matters hereunder prior to March 31st of each year:
(1). Business report and final account of revenue and expenditure for previous year;
(2). Business plan and budgets of revenue and expenditure for this year;
(3). Property List.
Article 55. This club shall conduct finance auditing in the event of change of plenary, legal representative and liquidation.
Chapter Seven Termination and Processing of Remaining Property
Article 56. This club shall cease to exist in the event of circumstances prescribed hereunder:
(1). Achievement of purposes prescribed in articles of incorporation hereto;
(2). Inability to continue to embark on activities or events in accordance with purposes stipulated in articles of incorporation hereto;
(3). In the event of spin-off or mergers;
(4). Autonomous dissolution;
(5). Termination from other causes.
Article 57. With respect to termination of this club, the board of director's meeting shall present termination motion which shall then be approved by member's assembly through voting.
Article 58. Prior to the termination of this club, personnel nominated and approved by the board of directors' meeting shall establish liquidation organization for the purpose of liquidating creditor's rights and liabilities as well as processing subsequent matters. Activities other than liquidation shall not be engaged during the period of liquidation.
Article 59. This club shall conduct cancellation of registration within fifteen (15) days of completion of liquidation.
Chapter Eight Supplementary Provisions
第六十条 本章程经 2017 年 1 月 7 日第 1 届第 1 次会员大表决通过。本章程规定如与国家法律、法规和政策不附，以国家法律、法规和政策为准。
Article 60. Articles of incorporation hereto has been approved through voting by plenary member representative's assembly meeting dated January 1st, 2017. In the event of inconsistencies between articles of incorporation hereto and laws, regulations or policies of this nation, laws, regulations or policies of this nation shall serve as the standards for compliance.
Article 61. Construction of articles of incorporation hereto shall rest upon the board of director's meeting of this club.