Public Information

Articles of Association of Beijing Yinze Public Welfare Foundation

Chapter 1  General Provisions

    First    The name of this foundation is Beijing Yinze Public Welfare Foundation.

    Second    This foundation is not authorized to solicit public donations.

Third    Mission of Our Foundation: To advance charitable activities for public benefit, not for profit. We engage in poverty alleviation, educational support, and assistance to those in need, fostering the development of the charitable sector.

This Foundation adheres to the Constitution, laws, regulations, and national policies; upholds core socialist values; respects social ethics; remains committed to its public welfare mission; actively fulfills social responsibilities; strengthens self-discipline and integrity; operates with honesty and transparency; ensures standardized development; and enhances social credibility. Its leaders abide by laws and regulations, perform their duties diligently and responsibly, and maintain a strong personal credit record.

Article 4    The initial endowment of this foundation is RMB200 ten thousand yuan,ComeDonated by the initiator, Taikang Asset Management Co., Ltd.

Article 5  This Foundation adheres to the comprehensive leadership of the Communist Party of China (CPC). In accordance with the CPC Constitution, it establishes a CPC organization, conducts Party activities, and provides necessary conditions for such activities. Where standalone Party organization establishment is not yet feasible, joint Party organizations may be formed, or Party building work instructors may be dispatched by higher-level Party organizations to guide Party work. The Foundation invites the head of its Party organization to attend or observe management meetings. The Party organization provides input on key decisions, major business activities, significant fund expenditures, large-scale donations, and foreign-related activities.

This foundation is registered with the Beijing Municipal Civil Affairs Bureau and is subject to business guidance, supervision, and management by both the registration authority and the party building leadership authority.

Article 6   Address of this foundation:BeijingXichengdistrictFinancial Street9 Building B, Financial Street Center, Floor 12, Unit 1206。

Chapter 2  Scope of Services

    Article 7     Scope of activities for this foundation's public welfare programs:

(I) Financial AidDifficultyFamily life;

(2) Financial AidDifficultyPatient care

(3) Financial Aid for Students in Need andDifficultyRegional teacher training and other public welfare initiatives.

Chapter 3  Organization, Person in Charge

    Article 8    This foundation is established byThe Board of Directors is composed of 5 to 25 members.

The term of office for each member of the Board of Trustees of this Foundation is5 years; the term shall expire, and re-election is permitted.

    Article 9    Board Member Qualifications:

   (1) Possess full civil capacity;

(2) Philanthropic activities undertaken by the Foundation;

(3) Possess work experience and professional background commensurate with the business functions.

(4) Fulfill duties diligently to ensure donated assets are used in accordance with donors' intentions and the foundation's charitable purposes, while safeguarding the safety and value appreciation of the foundation's assets.

(5) Uphold integrity and act fairly.    

Article 10    Election and Removal of Directors:

   (1) The first board of directors shall be nominated separately by major donors and initiators, then jointly agreed upon.

   (II) During the council's term renewal and re-election, the council and major donors shall jointly nominate candidates and form a transition leadership group to organize an election of all candidates for the new council.

   (3) The removal or addition of council members shall be approved by a vote of the council.

   (4) The results of the election and removal of directors shall be filed with the registration authority.

   (5) Individuals with close family relationships shall not serve on the Board of Directors simultaneously.

    Article 11  Rights and Obligations of Directors:

   (1) Right to vote, right to stand for election, and right to cast votes;

   (II) Right to criticize, right to make suggestions, and right to supervise;

   (3) Participate in the foundation's internal management;

   (4) Actively participate in and support the foundation's public welfare activities.

   (5) Abide by the foundation's articles of association and safeguard its legitimate rights and interests;

   (6) Uphold the foundation's mission, implement its resolutions, and complete tasks assigned by the foundation.

    Article 12  The Foundation's decision-making body is the Board of Directors, which exercises the following powers:

   (I) Formulate and amend the articles of association;

   (2) Elect and recall the president, vice presidents, and secretary-general;

   (3) Approve major business activity plans, including fundraising, management, and utilization of funds.

   (4) Approval of annual budget and final accounts

   (5) Establish internal management systems;

   (vi) Decide on the establishment of executive offices, branches, or representative offices;

   (7) Decide on the appointment of Deputy Secretaries-General and heads of major institutions nominated by the Secretary-General;

   (8) Receive and deliberate on the Secretary-General's work report, and review the Secretary-General's performance.

   (9) Decide on the division, merger, or termination of the Foundation;

   (10) To decide on other major matters.

    Article 13  The Council shall meet at least once a year.2 meetings. The council meeting shall be convened and presided over by the chairman.

Yes1/3 Councilors propose convening a Council meeting. If the Chairperson cannot call the meeting, the proposing Councilors may elect an interim convener.

The chairperson or convener must call a board meeting with prior notice.Notify all directors and supervisors 5 days in advance.

    Article 14  A quorum of the Board meeting is requiredA quorum of 2/3 or more directors is required to convene a meeting; resolutions shall be valid only if approved by a majority of the directors present.

Resolutions on the following important matters shall be adopted by a vote of the attending directors.Valid only if 2/3 or more are passed:

   (I) Amendment of the Articles of Association;

   (2) Elect or remove the President, Vice-Presidents, and Secretary-General;

   (3) Major fundraising and investment activities specified in the Articles of Association;

   (4) Division and Merger of the Foundation

    Article 15  Minutes shall be recorded for Council meetings. Where resolutions are adopted, meeting minutes shall be prepared on the spot and reviewed and signed by attending Council members. If a Council resolution violates laws, regulations, or the Articles of Association, causing losses to the foundation, participating Council members shall bear liability. However, a Council member may be exempted from liability if it is proven that they voted against the resolution and this was recorded in the meeting minutes.

    Article 16The Foundation shall have 1 supervisor(s). The term of office for supervisors shall be the same as that of directors, and they may serve consecutive terms upon expiration.

    Article 17Trustees, close relatives of trustees, and financial staff of the foundation shall not serve as supervisors.

    Article 18  Appointment and Removal of Supervisors:

(1) Supervisors are appointed by major donors;

(2) Appointed by the registration and management authority as needed;

(3) Changes to supervisors shall follow their appointment procedures.

    Article 19   Rights and Duties of the Supervisor:  

The supervisor shall, in accordance with the procedures stipulated in the articles of association, examine the foundation's financial and accounting records and supervise the board of directors' compliance with laws and the articles of association.

Supervisory board members attend council meetings, have the right to raise inquiries and make recommendations to the council, and shall report relevant information to the registration authority, tax authorities, and accounting regulatory departments.

Supervisors shall comply with applicable laws and regulations and the foundation's articles of association, and perform their duties faithfully.

    Article 20   No more than one-third of the total number of board members may receive compensation from this foundation.1/3. Supervisors and council members who do not hold full-time positions in the foundation shall not receive remuneration from the foundation.

    Article 21     When a foundation trustee has a personal interest that conflicts with the foundation's interests, they must not participate in related decision-making. Trustees and supervisors of the foundation, as well as their close relatives, are prohibited from engaging in any transactions with the foundation.

    Article 22    The Board shall consist of a Chairperson, Vice-Chairpersons, and a Secretary-General, all elected from among the members.

    Article 23    The Chairperson, Vice-Chairpersons, and Secretary-General of this Foundation must meet the following requirements:

   (1) Has significant influence within the foundation's area of operation;

   (2) The maximum age for the President, Vice-Presidents, and Secretary-General shall not exceed70 years old; the Secretary-General shall be full-time.

   (3) Good health and able to perform regular duties;

   (4) Must have full capacity for civil conduct.

    Article 24     The following individuals are ineligible to serve as Chair, Vice-Chair, or Secretary-General of this Foundation:

(1) Individuals who are currently serving as state functionaries;

(II) Convicted of a crime and sentenced to public surveillance, criminal detention, or fixed-term imprisonment, less than the specified period has elapsed since the completion of the sentence.5-year;

(3) Those who are currently serving a sentence of deprivation of political rights due to a criminal conviction, or have previously been sentenced to deprivation of political rights;

    (4) Served as president, vice-president, or secretary-general of a foundation whose registration was revoked due to illegal activities and for which they bore personal responsibility, and less than five years have passed since the revocation.5 years old.

Article 25        Hong Kong, Macau, Taiwan residents and foreigners serving as Vice Chairperson or Secretary-General of this foundation must reside in mainland China for no less than3months.

Article 26  The terms of office for the Chairman, Vice-Chairmen, and Secretary-General of this Foundation shall beTerm: 5 years; no more than two consecutive terms. In special circumstances requiring extension beyond the limit, approval must be obtained through a special voting procedure by the Board of Directors and authorization from the registration authority before assuming office.

    Article 27     The Chairperson of the Board shall serve as the legal representative of the Foundation. The legal representative shall not concurrently hold the position of legal representative in any other organization.

The legal representative of this foundation shall be a resident of mainland China.

During the term of office, if the Foundation violates the "Regulations on the Administration of Foundations" or its Articles of Association, the legal representative shall bear relevant responsibility. If the legal representative's negligence results in illegal activities by the Foundation or loss of its assets, the legal representative shall bear personal liability.

    Article 28     The Chairman of the Foundation shall exercise the following powers:

   (1) Convene and preside over council meetings;

   (II) Monitor the implementation of Council resolutions;

   (3) Sign important documents on behalf of the foundation.

The Vice President and Secretary-General of the Foundation operate under the leadership of the President. The Secretary-General shall exercise the following powers:

1. Lead daily operations and implement the Board's resolutions;

2. Implement the foundation's annual public welfare activity plan;

3. Draft plans for raising, managing, and utilizing funds;

④ Draft internal management rules and regulations for the foundation;

5. Coordinate work across all institutions;

6. Propose the appointment or removal of deputy secretaries-general and the financial officer;

7. Propose the appointment or removal of heads of various departments;

⑧ Decide on the hiring of full-time staff for each institution;

9. Other powers granted by the Articles of Association and the Board of Directors.

Chapter 4  Management and Use of Assets

    Article 29    The foundation's income is derived from:

   (1) Voluntary contributions from individuals, legal persons, or other organizations;

   (II) Investment Income;

   (3) Other lawful income, etc.

    Article 30   This foundation accepts donations and shall comply with laws and regulations, adhering to its charter's mission and the scope of public welfare activities.

Article 31  The Foundation shall design charitable programs reasonably in accordance with its mission and bylaws. It must optimize implementation processes, reduce operational costs, and maximize the efficiency of charitable asset utilization.

Article 32  The Foundation has established a comprehensive decision-making, execution, and oversight system for charitable projects. It sets scientific, standardized, and effective requirements for project initiation, review, implementation, control, evaluation, and feedback. A dedicated project management unit has been created with full-time staff to carry out project management responsibilities.

Article 33  This Foundation selects charitable beneficiaries based on the principles of openness, fairness, and impartiality. Relatives or associates of Foundation management personnel are ineligible to receive benefits.

Article 34  Major charitable projects undertaken by this foundation shall be approved by a vote of the Board of Directors, with the number of approving votes not less than {0} of the directors present.2/3。

Major charitable projects of this foundation include:

   (I) Donations (sponsorships) exceeding50-thousand-yuan charity project;

   (II)OthersThe Board considers this a significant public welfare and charitable project.

Article 35  Project funds must be used in strict compliance with national financial and accounting regulations and dedicated solely to the purposes specified in the donation agreement.

The management and use of funds for charitable projects must be subject to oversight by the finance department, audit authorities, registration agencies, and the public. Organizations must fulfill their obligations to disclose information and welcome social supervision.

Article 36  The foundation shall strengthen the management of charitable project records, preserve complete information on all projects, and ensure proper filing and archiving.

    Article 37    The foundation's assets and other income are protected by law. No entity or individual may misappropriate, privately divide, or embezzle them.

    Article 38    This foundation uses its assets in accordance with the purposes and scope of public welfare activities specified in its articles of association. Donations with specific usage terms defined in a donation agreement are used as stipulated in that agreement.

    If donated goods cannot be used for purposes consistent with the foundation's mission, the foundation may auction or sell them in accordance with applicable laws. Proceeds shall be applied to fulfill the intended charitable purpose.

    Article 39    The Foundation's assets are primarily used for:

   (1) Carry out activities within the scope of the foundation's charitable programs;

   (2) Administrative expenses of this foundation.

    Article 40    Major fundraising, significant asset changes, major investments, major transactions, and fund transfers by this foundation refer to:

   (I) A one-time fundraising exceedingA fundraising event of 50 million yuan is classified as a major donation drive;

   (2) OccurredAsset changes exceeding 50 ten thousand yuan are considered significant asset changes.

   (3) One-time investment exceedsAn investment of 50 ten thousand yuan is considered a major investment.

   (IV)Transactions and fund transfers exceeding 50 ten thousand yuan are classified as significant transactions and fund transfers.

   (5)OthersThe Board believesofMajor Fundraising, Major Asset Changes, Major Investments, Major Transactions, and Fund Flows。

    Article 41   This Foundation ensures the preservation and appreciation of fund assets in accordance with the principles of legality, security, and effectiveness.

    Article 42   The foundation's annual expenditure on charitable activities complies with national laws and regulations.

    Administrative expenses of this foundation comply with applicable national laws and regulations.

    Article 43   The foundation shall publicly disclose the types of its public welfare grant programs, as well as the application and review procedures.

    Article 44   Donors have the right to inquire about how their donated assets are used and managed by the Foundation, and to provide feedback. The Foundation shall respond promptly and accurately to such inquiries.

If the foundation violates the donation agreement in using donated property, the donor may request that the foundation comply with the agreement or apply to the People's Court to revoke the donation and terminate the agreement.

    Article 45   This Foundation may enter into an agreement with the beneficiary, specifying the funding method, amount, and how funds will be used.

    The Foundation reserves the right to monitor the use of grants. If a recipient fails to use the grant as agreed in the agreement or violates any other terms, the Foundation may terminate the grant agreement.

    Article 46    The foundation shall implement the state's unified accounting system, conduct accounting in accordance with the law, establish and improve internal accounting supervision systems, and ensure that accounting information is legal, authentic, accurate, and complete.

This foundation is subject to tax supervision and accounting supervision implemented by the competent tax and accounting authorities in accordance with the law.

    Article 47    This foundation employs qualified accounting professionals. The accountant shall not concurrently serve as the cashier. When an accounting professional transfers to another position or resigns, they must complete all handover procedures with the successor.

    Article 48     This foundation annuallyThe period from 1/1 to 12/31 constitutes the business and fiscal year. By 3/31 each year, the Board of Directors shall review the following:

   (1) Previous year's business report and final accounts of revenue and expenditure;

   (2) Annual Business Plan and Revenue and Expenditure Budget

   (III) Property Inventory.

    Article 49   The foundation shall undergo a financial audit when preparing annual reports, holding elections for new terms, changing the legal representative, or conducting liquidation.

    Article 50    This foundation operates in accordance withCharity Law, Measures for the Disclosure of Information by Charity Organizations, and other relevant laws and regulationsSubmit the annual report organized by the registration authority.

    Article 51   This FoundationFulfill information disclosure obligations in accordance with the law.Publish the annual work report and financial report on media designated by the registration authority for public inquiry and supervision. 

Chapter 5  Termination and Distribution of Remaining Assets

    Article 52   This Foundation shall be dissolved if any of the following circumstances occurs:

   (1) Achieved the purpose stipulated in the Articles of Association;

   (2) Unable to continue engaging in public welfare activities in accordance with the purpose stipulated in the articles of association;

   (3) The foundation is split or merged.

    Article 53     This Foundation shall be dissolved upon approval by a vote of the Board.Apply for deregistration with the registration authority within 15 days.

    Article 54   Before deregistering, this foundation shall establish a liquidation organization under the guidance of the registration authority and complete the liquidation process.

This Foundation shall, withinFile for deregistration with the registration authority within 15 days; do not engage in activities other than liquidation during the liquidation period.

Article 55 After liquidation, remaining assets shall be transferred to a charitable organization with the same or similar purpose in accordance with the articles of association. If the articles do not specify, the civil affairs department shall transfer the assets to a charitable organization with a similar purpose and make a public announcement.

Chapter 6  Amend Charter

    Article 56   Amendments to these Articles must be approved by a vote of the Board of Directors.Submit for approval to the registration authority within 15 days.

Chapter 7  Supplementary Provisions

    Article 57   This Charter has been2025Year12Month18The daily council voted to approve.

    Article 58   The Board of Directors holds the right to interpret these bylaws.

    Article 59   This Charter shall become effective on the date of approval by the registration authority.