Chapter One General Principles
Article 1 The name of this group: China Mergers & Acquisitions Association (abbreviated as: CMAA)
Article 2 The nature of this group: CMAA is a non-profit organization of membership in the M&A and other related industries under the leadership of All-China Federation of Industry and Commerce (abbreviated as ACFIC herein).
Article 3 The guideline of this group: hold high the great banner of Dengxiaoping's theories, follow the basic route and creed of Communist Party of China, abide by the Constitution, laws, rules and policies of our country, and respect the social moralities; guide and educate the members to love the country, work diligently, obey the laws, protect the legal rights and interests of members, heighten the qualities of members, spread the application of the M&A services; make contributions to the standardization and development of M&A.
Article 4 This group is subject to the guidance and supervision of ACFIC.
Article 5 The address of this group is: Suite 816, Tower 1, Bright China Chang An Plaza, No.7 Jianguomen Nei Avenue, Beijing.
Chapter Two Main Tasks
Article 6 The main tasks of this group
a. disseminate to members and implement the guidelines and policies of the Party and the nation, guide the members to abide by the laws and rules of the country, standardize the behaviors of enterprises to raise the self-discipline level of M&A and other industries of services;
b. organize the members to study the guidelines and polices of the Party and the nation, actively participate in and discuss about the politics;
c. provide services of consultancy to members in economy, technology, information, production, management, financing, laws and rules, and so on; actively initiate research and investigation, as well as theoretical study, organize for members the vocational training, re-training and exchange of ideas in the aspect of M&A to promote the standardization and innovation in the reorganization and M&A market;
d. organize the visits, reviews, various symposiums, project cooperation recommendation and other activities for members to enhance the communication and cooperation of members of different industries; conduct the continuing education of members to strengthen their knowledge in the theoretical basis, risk and practical operation of reorganization and M&A to create a sound environment for the development of reorganization and M&A market; collect and sort the information about the reorganization and M&A at home and abroad to provide services of consultancy to its members and also edit the related books and journals;
e. With reference to the international conventions and integration of the practical conditions in the country, gradually form and formulate the industrial standards, vocational moralities, self-discipline management rules and technical rules suitable for the Chinese situation, set up and organize the appraisal of M&A-related prizes;
f. Facilitate the exchange and cooperation of M&A service industry with other relevant industries, explore and discuss the hot problems in the M&A industry, submit to the government with the proposals, research and investigation reports and legislative suggestions of the M&A development, defend the common rights and interests licensed of the M&A industry, and strive for the favorable policies for the M&A industry;
g. Set up wide relationships with chambers of commerce and unions in the same industry from other countries, Hong Kong, Macao and Taiwan, organize the communication, mutual-visits, reviews and other activities of members to promote the exchange and cooperation of international economy and commerce between members and expand the space and market development of reorganization and M&A at home and abroad;
h. Defend the legal rights and interests of members, respond to the difficulties, opinions and requirements of members, and help members to solve problems;
i. Call on members to participate in the different activities of ACFIC;
j. Undertake the tasks entrusted by the government and ACFIC.
Chapter Three Membership
Article 7 The membership of this group is categorized as: individual member, corporate member, overseas member and special member.
Article 8 Individual Membership
a. Application Qualifications
1) agree to the guidelines and constitution of CMAA;
2) be engaged in the business related to M&A for more than three years, or bear the master's degree (including candidate) or above with love for M&A, favorable conditions for special contributors.
b. Enrolment Procedures
1) read and fully understand the CMAA Constitution;
2) fill in the CMAA Individual Membership Application Form, and submit it with other documents to the Membership Committee of CMAA
3) The Membership Committee of CMAA verifies the contents in the application form and then submit it to the board of executive directors for approval;
4) The secretariat issues a membership certificate.
c. Withdrawal Procedures
1) The individual member should inform CMAA in writing and return its membership certificate to withdraw. It is regarded as automatic withdrawal if the individual member does not hand in the membership in time;
2) The individual member should fulfill his/her duty to defend the reputation of CMAA, as well as its legal rights and interests. Its membership will be cancelled in the following circumstances:
i. criminal penalty for violation of the state laws;
ii. honor damage or economic loss to CMAA for failing to abide by the related stipulation in the CMAA Constitution.
Article 9 Corporate Membership
a. Membership Level
1£© Vice Chairman: elected by the board of executive directors and submitted to CMAA for approval;
2£© Executive Director: recommended by two executive directors and approved by the board of executive directors;
3£© Director: recommended by two directors and approved by the board of executive directors;
4£© Basic Member: recommended by two members and approved by the board of executive directors.
b. Application Qualifications
2) agree to the guidelines and constitution of CMAA;
3) be engaged in the business related to M&A in investment banks and agent corporations or groups;
4) play an active role in the activities of CMAA with significant influence in the circle
c. Enrolment Procedures
1) read and fully understand the CMAA Constitution;
2) fill in the CMAA Corporate Membership Application Form, and submit it with other documents to the Membership Committee of CMAA;
3) The Membership Committee of CMAA verifies the contents in the application form and then submit it to the board of executive directors for approval;
4) The secretariat issues a membership certificate.
d. Withdrawal Procedures
1) The corporate member should inform CMAA in writing and return its membership certificate to withdraw. It is regarded as automatic withdrawal if the corporate member does not hand in the membership dues or participate in the activities of CMAA for one year;
2) The corporate membership will be cancelled with the approval of the board of executive directors in the following circumstances:
iii. criminal penalty for violation of the state laws;
iv. honor damage or economic loss to CMAA for failing to abide by the related stipulation in the CMAA Constitution;
v. cancellation of license certificate or corporate business certification by the local sectors of civil administration or industry and commerce;
vi. failure to participate in the activities of CMAA for one year.
e. Re-enrolment
If a corporate member wants to join CMAA after its membership has been cancelled for more than one year, it is supposed to apply for the membership as for the first time.
f. Rights
1) right to vote, be voted for, and take a vote;
2) right to participate in the activities of this group;
3) right to enjoy the priority of this group;
4) right to criticize, advise and monitor the work of this group;
5) right to withdraw freely.
g. Obligations
1) implement the decision of this group;
2) safeguard the legal rights and interests of this group;
3) finish the work assigned in this group;
4) actively participate in the activities of this group;
5) hand in the membership dues according to the stipulations
6) report to this group and provide the related materials;
7) actively cooperate with the update and maintenance of the website, journal and database of this group;
8) assign a specific department or person to take charge of liaison with this group;
9) introduce two corporate members into CMAA.
Chapter Four Organization Structure and Appointment and Removal of Person in Charge
Article 10 The highest authority of this group is member (representative) meeting. Its duties are:
a. formulate and modify the constitution
b. vote for the board of directors;
c. review the work reports and financial reports of the board of directors;
d. decide on the terms of terminating this group;
e. decide on other key issues in this group.
Article 11 The member (representative) meeting should be summoned only with the presence of more than half the number of members (representatives) with its decision to take effect with the approval of more than half the number of members (representatives) present.
The first member (representative) meeting should be summoned only with the presence of more than half the number of members (representatives) with its decision to take effect with the approval of more than half the number of members (representatives) present.
Article 12 The member (representative) meeting is summoned once annually. The approval of the board of directors is required if the office term is prolonged or shortened for special reasons. The office term prolonged cannot exceed one year.
Article 13 The board of directors is the executive organ during the period when the member (representative) meeting is closed. It is responsible for reporting the work to the member (representative) meeting.
Article 14 The duties of the board of directors are:
a. implement the decisions of the member (representative) meeting;
b. select the board of executive directors;
c. make preparations for the member (representative) meeting;
d. report to the member (representative) meeting the work and financial status;
e. decide on the absorption or removal of some directors or executive directors during the period when the member (representative) meeting is closed;
f. decide on the establishment of offices, branches, representative departments or entities;
g. decide on the appointment of persons in charge of different departments;
h. lead this group in the work of different departments;
i. work out the rules of internal management;
j. decide on other key issues.
Article 15 The board of directors should be summoned only with the presence of more than half the number of directors with its decision to take effect with the approval of more than half the number of directors present.
Article 16 The board of directors should be summoned at least once annually. Unless special, it can be held in the form of telecommunication.
Article 17 This group has board of executive directors. The board of executive directors implements the duties of board of directors during the period when the board of directors is closed.
a. The chairman and vice chairman are selected by the board of executive directors. When necessary, the chairman can nominate one vice chairman to act as executive chairman.
b. The meeting should be summoned only with the presence of more than half the number of executive directors with its decision to take effect with the approval of more than half the number of executive directors present.
Article 18 The board of executive directors should be summoned at least once annually. Unless special, it can be held in the form of telecommunication.
Article 19 This group adopts the system of chairman on duty.
There is one chairman on duty. He/She is recommended for selection by the board of executive directors. With the approval of ACFIC, the term is one year and also subject to the following round of selection with the longest only for two terms. Once appointed, the chairman on duty is certainly an executive director. The chairman on duty organizes the establishment of a committee on duty and appoints a secretary on duty. The term of both is one year, subject to the following round. The committee on duty and secretary on duty are responsible toward the chairman on duty and the chairman on duty is responsible towards the board of executive directors. The chairman on duty can organize the establishment of the committee on duty according to the routine assignment of the board of executive directors and should report to the members at the member meeting about the work he/she is responsible for.
Article 20 This group has chairman's office meeting, which is composed of chairman, vice chairman, chairman on duty and secretary on duty.
Article 21 The chairman's office meeting should be summoned only with the presence of more than half persons with its decision to take effect with the approval of more than half persons present.
Article 22 The chairman's office meeting should be summoned at least once quarterly. Unless special, it can be held in the form of telecommunication.
Article 23 The chairman, vice chairman and chairman on duty should have the following qualifications:
a. stick to the routes, guidelines and policies of the Party, have high political attributes;
b. have significant influence in the business fields of this group;
c. aged below 60;
d. healthy and able to maintain the normal work;
e. have the complete capability of civil disposition.
Article 24 If the chairman, vice chairman or chairman on duty is aged over 60, he/she can only be appointed with the approval of the board of executive directors and the authorization of ACFIC.
Article 25 The term of chairman is three years, vice chairman three years, and chairman on duty one year (chairman one term, vice chairman and chairman on duty not exceeding two terms). If the term needs to be prolonged for special reasons, the appointment can only be permitted with the approval of the board of executive directors and the authorization of ACFIC.
Article 26 The chairman of this group executes the following duties and rights:
a. summon and host the board of directors, board of executive directors, and chairman's office meeting;
b. inspect the implementation of decisions made by the member (representative) meeting, board of executive directors and chairman's office meeting;
c. sign important files on the behalf of this group;
d. take charge of the financing of this group.
Article 27 The vice chairman assists the chairman in the work.
Article 28 The chairman on duty executes the following duties and rights:
a. lead the routine work of branches and offices, and organize the implementation of annual work plan;
b. coordinate the work of branches, representative departments and entities;
c. assign the secretary on duty and establish the committee on duty; nominate the persons in charge of branches, representative departments and entities and then submit the nomination to the chairman's office meeting;
d. decide on the recruitment and dismissal of full-time personnel in the branches, representative departments and entities;
e. handle other routine affairs.
Chapter Five Special Departments
Article 29 This group has the following departments to work under the leadership of the board of directors, board of executive directors:
a. Business Development and Audit Committee
Function: promote the Chinese M&A market, enlarge the business scope of CMAA, set up and standardize the financial system of CMAA, supervise and audit the implementation of financial system.
b. Membership Committee
Function: take member services as basis, actively expand the membership size of CMAA according to the demands of enterprises and market, supervise the qualifications of directors and members, and facilitate the organizational establishment of CMAA and implementation of the CMAA Constitution.
c. M&A Technology and Planning Committee
Function: study the industrial standards of M&A, set up the market standards, formulate the technical principles, set up and organize the appraisal of M&A-related prizes.
d. Special Case and Right Defense Committee
Function: safeguard the legal rights and interests of member enterprises, defend the image of the M&A industry and the industrial benefits, actively promote the legislation, put forward legislative proposals to the related authorities on behalf the industry and enterprises.
Each committee should be composed of three or more directors and report to the board of executive directors regularly or irregularly with suggestions.
Chapter Six Capital Management and Utilization
Article 30 Fund Resources
a. dues and interests;
b. donation and sponsorship;
c. governmental assistance;
d. income of activities or services within the business scope authorized;
e. other legal income.
Article 31 According to the state regulations, this group charges the membership dues with reference to the practical situation of the industry.
a. The enrolment dues of individual member is RMB10,000 with the annual dues being 10% of enrolment dues.
b. The enrolment dues of basic member is RMB30,000 with the annual dues being 10% of enrolment dues.
c. The enrolment dues of director is RMB50,000 with the annual dues being 10% of enrolment dues.
d. The enrolment dues of executive director and vice chairman is RMB100,000 with the annual dues being 10% of enrolment dues.
Article 32 The fund of this group must be used in the business scope and development stipulated in this constitution, which cannot be distributed among members.
Article 33 This group sets up a strictly system of financial management to ensure the legality, authenticity, accuracy and completeness of the accounting materials.
Article 34 This group is empowered with accounting personnel of professional qualification. The accountants cannot act as cashier, who must carry out the accounting for supervision. When redeployed or resigning, the accountants must clearly settle the handover with the followers.
Article 35 The capital management of this group must implement the financial management system stipulated by the state, subject to the supervision by the member (representative) meeting and ACFIC. The appropriation from the state, the social donation or auspices must be supervised by the auditing authorities, and publicized to the members in an appropriate manner.
Article 36 At the change of office term or when person in charge of routine work is changed, he/she must accept the resignation auditing and submit the financial auditing report issued by the accountants' office.
Article 37 The assets of this group must not be seized, privately distributed or embezzled by any unit or individual.
Article 38 The salary, insurance and welfare of full-time staff in this group is implemented according to the related stipulations of state non-profit institutions.
Chapter Seven Modification Procedures
Article 39 For any modification of this constitution, the board of directors must submit a proposal for the approval of ACFIC and then be passed to the member (representative) for discussion.
Article 40 The modification of this constitution must be verified by ACFIC to take effect within 15 days after passing through the member (representative) meeting.
Chapter Eight Property Settlement When and After Procedures Are Terminated
Article 41 When this group attains its predetermined target, is self-dismissed or written off for separation or combination, it is the responsibility of the board of directors, board of executive directors or chairman's office meeting to put forward the proposal of termination.
Article 42 The proposal of termination must pass through the member (representative) meeting and then is approved by ACFIC.
Article 43 Before this group is terminated, a liquidation group should be established under the guidance of ACFIC. It is responsible for settling the creditor's rights and liabilities, as well as other affairs. In the period of liquidation, no activity is allowed beyond the scope of liquidation.
Article 44 This group is terminated after the write-off registration with ACFIC.
Article 45 After this group is terminated, the rest properties will be used under the supervision of ACFIC to development the business related to the guidelines of this group according to the related regulations of the state.
Chapter Supplementary Articles
Article 46 This constitution has passed through the member (representative) meeting on April 24, 2004, which was modified at the member (representative) meeting on April 14, 2006.
Article 47 This constitution is subject to the explanation by the board of executive directors of CMAA.
Article 48 This constitution is to take effect upon the verification by ACFIC.
The China Mergers & Acquisitions Association
April, 2006 |
