Chapter I  General Provisions

Article 1 This foundation shall be known as “China Education Development Foundation”, abbreviated as “CEDF” (hereinafter referred to as “the Foundation”).

Article 2 The Foundation is a national public funding organization, supported by the Ministry of Education (MoE) and the Ministry of Finance (MoF), which raises fund from China as well as other countries and regions that grant permissions to fundraising by the Foundation.

Article 3 The aim of the Foundation is to regularly hold nationwide activities such as aiding poor students, assisting teachers, improving school facilities, etc. so as to promote the healthy development of education and other related undertakings in China. The Foundation abides by the Constitution, laws, regulations and policies of the People’s Republic of China, and observes the social ethics at large.

Article 4 The amount of the original registered capital of the Foundation is 50 million RMB, which is arranged by central finance.

Article 5 The registration authority of the Foundation is the Ministry of Civil Affairs (MCA), and the supervisory body is MoE.

Article 6 The address of the Foundation is 35 Damucang Hutong, Xidan, Xicheng District, Beijing.

Chapter II  Scope of Operation

Article 7 The scope of operation of the Foundation is as follows:
(1) to make grants to assist students from poverty-stricken families in mainland China, so to help them accomplish their studies;
(2) to make grants to subsidize those poor students coming from Hong Kong, Macao and Taiwan and studying in mainland China, so to help them accomplish their studies;
(3) to render support to some poverty-stricken areas in surmounting their difficulties encountered in the process of education reform and development;
(4) to give awards to those individuals and organizations with special contributions to China’s education reform and development;
(5) to receive donations in forms of funds, properties and free technical assistance by domestic or overseas governments, organizations and individuals that support China’s education development with keen interest;
(6) to organize fundraising activities in agreement with the aims of the Foundation through various channels both at home and abroad;
(7) to be entrusted or designated by the government for various programs assisting and subsidizing education and other related undertakings;
(8) to be entrusted by foundations or organizations both at home and abroad to manage their funds devoted to China’s educational undertakings; and to carry out cooperation and exchanges with other partner foundations both at home and aboard;
(9) other activities specified in this Constitution.

Chapter III  Organizations and Officers

Article 8 The Board of Directors of the Foundation consists of 15-25 Directors.The tenure of the Directors shall be for five years. One may serve another term if he/she is reelected at the end of the tenure.

Article 9 The Directors shall have the following qualifications:
(1) to accept the aims and objectives of the Foundation and be willing to serve the Board voluntarily;
(2) to possess working experiences of research or administration in a certain field and with good personal reputation;
(3) to possess strong sense of responsibility for public interests, being able to participate in the discussion and decision-making process independently, objectively and prudently in accordance with the principles of being fair, just and open;
(4) to possess strong capabilities in decision-making and interpersonal communication.

Article 10 Appointment and Dismissal of the Directors
1. The first term Directors are nominated by the supervisory body and major sponsors, and are determined through consultation;
2. The election of the second term and subsequent term Directors shall abide by relevant provisions of this Constitution;
3. Dismissal and supplemental of Directors shall be decided by voting of the Board of Directors and approved by the supervisory body;
4. Results of election and dismissal of the Directors shall be reported to the registration authority for records.

Article 11 Rights and Obligations of the Directors are:
(1) to be entitled with the right of electing, being elected and voting;
(2) to be entitled with the right of taking part in the activities held by the Foundation;
(3) to be entitled with the right of criticizing, supervising and advising the daily work of the Foundation;
(4) to abide by this Constitution and safeguard the lawful rights and interests of the Foundation;
(5) to implement the resolutions of the Foundation;
(6) to accomplish the tasks given by the Foundation;
(7) to make comments and propose advice to the Foundation.

Article 12 The Board of Directors is the decision-making body of the Foundation, which exercises the following responsibilities:
1.(1) to draft and modify the Constitution of the Foundation;
2.(2) to elect and dismiss the Chairperson, Vice-Chairperson and the Secretary-General;
3.(3) to examine and approve the annual plan for major events;
4.(4) to examine the annual budget and final accounts on revenue and expenditure;
5.(5) to examine and approve the internal management system;
6.(6) to establish executive offices, branches and representative offices;
7.(7) to appoint principal officers of different departments nominated by the Secretary-General;
8.(8) to listen to and evaluate the report of the Secretary-General and supervise the performance of the Secretary-General;
9.(9) to make decisions on the division, merger or termination of the Foundation;
10.(10) to make decisions on other important issues.

Article 13 The Board of Directors shall convene no less than two meetings annually. The Chairperson is responsible for convening and presiding over meetings.
A Board meeting shall be held at the request of one-third of the Board Directors. When the Chairperson is unable to convene the meeting, the Vice-Chairperson or the representative of the Directors who so proposed may convene the meeting.
The Chairperson or the meeting convener shall inform all the Directors and Supervisors of the meeting five days in advance.
 
Article 14 The meeting of the Board shall be held only when two-thirds of the Directors are present. A Board decision shall be deemed valid only when it is passed by half of number of the Directors present.
Resolutions on the following major issues shall be deemed valid only when they are voted upon and adopted by two-thirds of the Directors present:
1.(1) amendment to this Constitution;
2.(2) the election or dismissal of the Chairperson, Vice-Chairperson or the Sectary-General;
3.(3) division or merger of the Foundation.

Article 15 Each Board meeting shall keep its minutes and filed in record. Where resolutions are made during the meeting, a meeting minutes shall be prepared that will be checked and signed by each Director present. Should the resolutions made by the Board violate laws, regulations or provisions of this Constitution that cause impairment to the Foundation, the Directors voting in favor of the resolutions shall be responsible for the consequences, whilst the Directors voting against the resolutions, as testified by the meeting minutes may be exempted from responsibility.

Article 16 The Foundation shall set up a Board of Supervisors, consisting of three to seven Supervisors and one Chairperson. The Chairperson shall be selected among the Supervisors. The Supervisors as well as the Chairperson enjoy the same tenure as the Directors, eligible for another term.

Article 17 The Directors, their close relatives and accountant of the Foundation shall not assume the position of Supervisor.

Article 18 The appointment and dismissal of Supervisors
1. Supervisors shall be appointed respectively by major donors and the supervisory body;
2. Supervisors may be appointed by the registration authority when the latter deems it necessary;
3. The change of Supervisors shall follow the same procedure as their appointment.

Article 19 Rights and obligations of the Supervisors are:
1.(1) to examine the financial and accounting documents of the Foundation according to the procedure set forth in this Constitution, and monitor the observance by Board of Directors’ of laws and this Constitution；.
2.(2) to attend Board meetings as observers, with the right to question or to advise the Board, and report to the registration authority, the supervisory body, and relevant taxation and accounting departments；.
3.(3) to abide by the relevant laws, regulations and this Constitution, and exercise its functions faithfully.

Article 20 The number of Directors who obtain salaries from the Foundation shall not exceed one-forth of the total. Supervisors and part-time Directors shall not obtain salaries from the Foundation.

Article 21 A Director shall not be associated with decision-making when his/her personal interest is interrelated with that of the Foundation. The Directors, Supervisors and their close relatives shall not do business with the Foundation.

Article 22 The Board of Directors shall set up the positions of Chairperson, Vice-Chairperson and Secretary-General. The first term Chairperson, Vice-Chairperson and Secretary-General shall be selected in conformity with Article 10.1.

Article 23 The Chairperson, the Vice-Chairperson and the Secretary-General shall have the following qualifications:
1.(1) to adhere to the Party line, principles and policies and be imbued with good political qualities;
2.(2) to be devoted to the cause of education development in China;
3.(3) tThe maximum age of incumbent Chairperson, Vice-Chairperson and Secretary-General shall not exceed seventy. The Secretary-General shall be a full time officer;
4.(4) to be in good health and capable of fulltime work;
5.(5) never be inflicted of such criminal penalties as deprivation of political rights;
6.(6) to be in full capacity for civil conduct.

Article 24 Under any of the following circumstances, a person cannot sit as Chairperson, Vice-Chairperson, or Secretary-General of the Foundation:
1.(1)  He/she is an in-service civil servant；.
2.(2)  It is less than five years since he/she was punished of surveillance detention, or sentenced for a fixed-term imprisonment；.
3.(3)  His/her political rights are for the time just being under deprivation or used to be deprived due to his/her criminal act；.
4.(4)  It is less than five years since a foundation has been cancelled of registration due to its illegal practice where he/she used to serve as the Chairperson, the Vice-Chairperson or the Secretary-General and should bear personal responsibilities thereof for it.

Article 25 Tenure of the Chairperson, the Vice-Chairperson and the Secretary-General shall be for five years. And they shall serve no more than two consecutive terms. Their tenure may be extended only in extraordinary cases when the extension has been ratified by the Board of Directors, and be examined by the supervisory body and approved by the registration authority.

Article 26 The Chairperson of the Board is the Foundation’s legal representative and shall not serve concurrently as legal representative of another organization.
The legal representative of the Foundation shall be a resident from mainland China.
During the tenure, should it occur that the Regulations on the Administration of the Foundation or this Constitution are violated, the legal representative shall bear his/her relevant responsibilities. Should it that the Foundation suffers loss of property caused by breach of duty, the legal representative shall bear his/her personal responsibilities.

Article 27 The Chairperson of the Foundation shall exercise the following responsibilities:
(1) to convene and preside over the board meetings;
(2) to exercise the duties on behalf of the Board of Directors between sessions of the Board;
(3) to supervise and urge the implementation of the resolutions adopted by the Board of Directors;
(4) to examine and ratify the annual program of major events submitted by the Secretary-General for discussion by the Board;
(5) to sign important documents on behalf of the Foundation;
(6) to examine and ratify the annual reports on budget and final accounts of revenue and expenditure submitted by the Secretary-General.
The Vice-Chairperson shall assist the Chairperson in dealing with all the major duties under the leadership of the Chairperson, and preside over the board meetings whenever the Chairperson fails to do so.
The Secretary-General conducts work under the leadership of the Chairperson and the Vice-Chairperson, and exercises the following duties:
(1) to submit a summary report on the annual work of the Foundation and make proposals on the main work of next year;
(2) to take charge of the daily operations of the Foundation and the implementation of the resolutions adopted by the Board of Directors;
(3) to submit to the Board of Directors proposals on major events of the Board for the current year;
(4) to put forward plans for the raising, management and usage of funds;
(5) to draft the in-house administrative rules of the Foundation and submit them to the Board of Directors for examination and approval;
(6) to coordinate among different units and branches of the Foundation;
(7) to propose employment and dismissal of candidate officers in charge of each unit of the Foundation, and submit the proposal to the Board of Directors for approval;
(8) to put forth an annual report on budget and final accounts of revenue and expenditure;
(9) to decide on the recruitment of full-time staff for each unit of the Foundation；.
(10) to exercise other duties authorized by this Constitution and the Board of Directors.

Chapter Ⅳ Management and Utilization of Assets

Article 28 The Foundation is a national public funding foundation and its funds come from the following sources:
1.(1) donated funds and assets;
2.(2) voluntary endowments made by natural persons, legal persons or other organizations;
3.(3) interest income;.
4.(4) grants and allocated expenditures from the governments, or the funds entrusted by the governments;
5.(5) other legitimate income.

Article 29 The fund-raising and the acceptance of donations and endowment by the Foundation shall abide by laws and regulations, comply with the aims stipulated in this Constitution and its scope of operation.

Article 30 The Foundation shall, after funds are raised, make known to the public on its proposed activities for public welfare by use of the funds. The Foundation shall report major events to the supervisory body and the registration authority for record.       The Foundation shall not, in any form, impose apportionment or de facto apportionment of donations in its fundraising activities.
Article 31 The assets and other income of the Foundation are protected by laws and should not in any way be embezzled or misappropriated for personal gains or other usages by any organization or any individual.
Article 32 The Foundation shall make use of funds and assets in compliance with the aims stipulated in this Constitution and within its scope of operation for public welfare. Where the ways of use of donations are already defined in an agreement, the Foundation shall make use of them in conformity with the said agreement.      When the donated assets proves unable to be utilized the way in conformity with the aims of the Foundation, the Foundation may sell it by auction or sell it off according to laws and the income thus occurring shall be used for the purposes of the donation itself.

Article 33 The assets of the Foundation shall be used mainly for the following purposes:
1.(1) to provide financial support to poor or gifted students in mainland China, and to assist those poverty-stricken areas in overcoming some of their difficulties arising in the process of educational development and reform;
(2) to aid financially those poor students from Hong Kong, Macao and Taiwan studying or engaged in further studies in Mainland China;
3.(3) to reward those individuals and organizations that have made outstanding contributions to educational undertakings;
4.(4) to provide financial support to other relevant programs and activities that conform to this Constitution;
5.(5) to cover the cost of the Foundation’s daily operation, management and fund-raising;
6.(6) to cover other expenditures approved by the Board of Directors.

Article 34 The term “major events of the Foundation” refers to large-scale fundraising events nationwide or the acceptance of donations of 10 million RMB or above; and overseas investment activities of 10 million RMB or above.
Article 35 The Foundation shall make its utmost to maintain or increase the original value of its funds in conformity with the principles of lawfulness, security and efficacy.

Article 36 The Foundation’s annual expenditure on its activities for public welfare as stipulated in this Constitution shall be no less than seventy percent of last year’s total income.
The amount of staff salaries, welfares and daily operating cost of the Foundation shall not exceed ten percent of the total expenditure of the year.

Article 37 The Foundation shall make known to the public funding programs it undertakes, including the types of grants, procedures for their application, assessment and examination as well as their actual effects.

Article 38 Donors are entitled to inspect the utilization and management of their donations and to give their comments and suggestions in this regard. The Foundation shall respond promptly and truthfully to donors’ inquiries.
Should the Foundation be found to have used their donations in violation of the agreement, donors are entitled to demand observance of the donation agreement or otherwise appeal to court within borders of the People’s Republic of China to withdraw their donation and revoke the donation agreement.

Article 39 The Foundation may sign an agreement with the beneficiaries (individuals or a organization), defining the form and amount of the grants, as well as how the funds are to be used.
The Foundation is entitled to monitor the actual usage of the grants. In case any beneficiary (individual or organization) has violated the agreement in the manner of utilizing the grants or in other form, the Foundation is entitled to suspend the assistance and revoke the relevant agreement.

Article 40 The Foundation shall comply with the national accountant regulations, carry out audit according to the law, and set up in-house system of accountant inspecting, thus ensuring the legitimacy, authenticity, accuracy and integrity of the accountant files.
The Foundation shall be, in accordance with law, subject to taxation and accountant monitoring by taxation and accounting authorities.

Article 41 The Foundation employs accountant with professional qualifications who shall not hold the post of cashier concurrently. When the accountant is transferred or relieved from office, he/she must ensure a clear handover with his/her successor of the whole accounts.

Article 42 The operational & accounting year of the Foundation starts from January 1st to December 31st. The Board of Directors shall finish the examination of the following items prior to March 31st:
1. Work report and final accounts of revenue and expenditure of last year;
2. Work plan and draft budget of revenue and expenditure of this year;
3. Asset book, including a name list of the donors and related files.

Article 43 On occasion of annual inspection, shift of the term of office and replacing of the legal representative of the Foundation, an audit shall be conducted.

Article 44 The Foundation shall undergo annual inspection by the registration authority in  conformity with the provisions of the Regulations on the Administration of Foundation.

Article 45 Once the annual inspection by the registration authority is concluded, the Foundation shall publish its annual report on the media designated by the registration authority so as to receive inquiry and monitoring from the public.

Chapter V  Termination and Disposal of Remaining Property

Article 46 The Foundation shall be terminated under any of the following circumstances:
1. The aims stipulated in this Constitution are achieved;
2. Activities for public welfare in accordance with this Constitution can no longer be carried out;
3. The Foundation is in case of division or merger.

Article 47 Termination of the Foundation shall be reported to the supervisory body for approval within fifteen days after the Board of Directors decides by voting on its termination. Application to revoke the registration shall be made to the registration authority within fifteen days after the supervisory body approves the termination.

Article 48 Prior to registration cancellation, the Foundation shall set up a liquidation unit and accomplish the work of liquidation under the guidance of the registration authority and its supervisory body.
The Foundation shall apply registration cancellation to the registration authority within fifteen days after the accomplishment of liquidation. During the period of liquidation, no other activities than liquidation shall be conducted.

Article 49 Monitored by its supervisory body and the registration authority, the remaining properties of the Foundation after its cancellation of registration shall be used for the support of related undertakings in conformity with the aims of the Foundation in accordance with relevant regulations of the State.
In case the above approach proves inapplicable, the remaining properties shall be donated to other organizations for public welfare with identical characters and aims, and it shall be made known to the public.

Chapter VI  Amendment

Article 50 Any amendment to this Constitution shall be reported to the supervisory body for approval within fifteen days after the Board of Directors makes a decision thereof by voting. Once the approval is granted, the amendment shall be reported to the registration authority for examination and approval.

Chapter VII  Supplementary Provisions
Article 51 This Constitution was adopted by the Board of Directors on the seventh day of January, 2006.

Article 52 The right to interpret this Constitution is vested in the Board of Directors of this Foundation.

Article 53 This Constitution becomes effective on the day when the registration authority approves it.

Bank:Bank Of China Head Office Banking Department
No:01770308091014
Banker Name:China Education Development Foundation