Article 1
This organization is named Tianjin Venture Capital Investment Association (hereinafter referred to as “This Association”), abbreviated as TJVCA.

Article 2
This association, an industrial，non-profit, non-governmental organization approved by and registered with Tianjin Social Organization Administration, is voluntarily organized by institutions and agencies in venture capital, relevant guarantee, consulting, and services, venture capital enterprises and professionals in venture capital.

Article 3
The objective of this association is to abide by the Constitution, laws, regulations and state policies, to observe social ethics, sufficiently manifest service, supervision, management and coordination that a self-disciplinary industrial organization functions, serve agencies and individuals that are engaged in venture capital activities in Tianjin, supervise professional quality and ethics of venture capital investors by operation of law, conduct management on qualification of venture capital professionals in Tianjin by operation of law, coordinate relations with such industry and with other industries and safeguard lawful rights and interests of members of this association, maintain fair competition to promote standardized and healthy development of venture capital in Tianjin and contribute to hi-tech industry and social and economic development.

Article 4
This association is subject to guide and supervision of Tianjin Commission of Science and Technology, Tianjin Center for Venture Capital Development, and subject to supervision, inspection and management of social organization administration.

Article 5
The registered domicile of this association is at Hexi District, Tianjin.

Chapter II Scope of Functions

Article 6
This association is functioned as

Self-disciplinary management:
To prepare and organize for implementation of industrial regulations and provisions, standardize industrial behavior of venture capital, coordinate industrial disputes, improve overall quality and maintain interest of entire industry.

Certification and filing:
To be responsible for filing of venture capital agencies and practitioners and certification of professional qualification;

Professional training:
To organize practitioners to study and research theories and policies, wage qualification training, cultivate various talents necessary for venture capital development;

Coordination and consulting:
To assist implementation of applicable policies and regulations, establish channels to connect government authorities in respect of venture capital activities and accept authorized services by government authorities, organizations and individuals;

Promotion of exchange:
To organize and wage industrial exchange and survey domestically and internationally, promote understanding and participation by non-governments on venture capital, enhance connection and cooperation with related industries, and push forward venture capital industry healthily, orderly, rapidly and vigorously.

Chapter III Membership

Article 7
This association is composed of organizational and individual members.

Article 8
Members applying to be admitted to this association must meet the following qualifications:
8.1 In support of Articles of Association of this association;
8.2 With intention to be admitted to this association;
8.3 Compliance with professional ethics and agreement by and for Tianjin Venture Capital Industry;
8.4 Agencies engaged in venture capital investment and relevant guarantee, consulting and services, venture capital enterprises and professionals in venture capital.

Article 9
Procedures for admission are as follows:
9.1 Submittal of letter of application for admission and relevant documents;
9.2 Pass by the council through deliberation;
9.3 Payment of fees for membership;
9.4 Certificate of membership issued y the council or any organization so authorized by the council.

Article 10
10.1 The right of election, the right of being elected and the right of vote;
10.2 Participation in activities of this association;
10.3 Superiority of being served by this association;
10.4 The right of suggestion to and supervision on this association;
10.5 Freedom to be admitted to and ceded from this association.

Article 11
Duties of members:
11.1 Implementation of resolutions by this association;
11.2 Maintenance of lawful rights, interests and reputation of this association;
11.3 Accomplishment of any and all assignment by this association;
11.4 Payment of membership fees as scheduled;
11.5 Reporting to this association and provision of relevant documents.

Article 12
Any member intending to cede from this association shall notify this association in writing and return membership certificate. Any member failing to pay membership fees or participate in activities held by this association in timely manner for a consecutive one year shall be deemed to have ceded from this association automatically.

Article 13
Any member seriously violating any of the articles of association will be removed from the association with vote of the council or standing council.

Chapter IV Organization setup

Article 14
The supreme power organ of this association is general meeting of members, with detailed functions as follows:
14.1 Drafting and revising of the articles of association;
14.2 Election and removal of members of the council;
14.3 Deliberation of working report and financial report by the council;
14.4 Decision of termination of this association;
14.5 Decision of any other major event.

Article 15
General meeting of members may not be convened unless with attendance of minimum two-third members, where any resolution may not take effect unless with minimum half of votes by members attending the meeting.

Article 16
The term of general meeting of members is three years, which shall be passed with vote of the council and submitted to competent business authority and approved by social organization registration authority in the emergence of any special circumstances or delayed change of tenure of office, provided such delayed change of tenure of office may not exceed one year.

Article 17
The council, execution organ of general meeting of members, is composed of council units and exercises the function of chairing daily functions of this association and being responsible to general meeting of members.

Article 18
Functions of the council:
18.1 To implement any and all resolutions by general meeting of shareholders;
18.2 To elect ONE president of the council, SIX vice president of the council, ONE secretary and remove any of the same;
18.3 To prepare convention of general meeting of members;
18.4 To report work and financial affairs to general meeting of members;
18.5 To decide admission or removal of any member;
18.6 To decide establishment of any representative office, special committee and entities;
18.7 To decide employment of THREE vice secretary and chief persons in charge of each division;
18.8 To guide functioning of each division of this association;
18.9 To draft internal management system;
18.10 To decide other major events.

Article 19
The council may not be convened unless with attendance of minimum two thirds of members of the council, and no resolution may be passed unless with vote of minimum two thirds of members of the council attending the meeting.

Article 20
The council shall be convened on a minimum yearly basis.

Article 21
A standing council is established with this association, to be elected by the council, exercising functions as specified in Article 18, Paragraph 1, 3, 5, 6, 7, 8 and Paragraph 9 at close of the council, and shall be responsible to the council.

Article 22
The standing council may not be convened unless with attendance of minimum two-third members of standing council and any resolution may not be passed unless with vote of minimum two-third members of the standing council.

Article 23
The standing council is convened on minimum half-a-year basis.

Article 24
President, vice-president and secretary-general must satisfy the following requirements:
24.1 Adhere to the CPC’s guideline, course of action and policies and comply with sound professional ethic;
24.2 Be considerably influential in venture capital;
24.3 Maximum 70 years of age for the president, vice president and secretary and secretary shall be a full-time position;
24.4 Be healthy enough to continue with regular functions;
24.5 Be subject to no criminal penalty of deprivation of political right;
24.6 With full civil capacity;
24.7 The ability to contribute to development of venture capital in China.

Article 25
Should the president, vice president and secretary-general of this association be obtained, reviewed by competent authority and approved of by social organization registration administration before being in office

Article 26
The president, vice president and secretary-general of this association shall have THREE years of tenure of office. The tenure of office of president, vice president and secretary of this association may not exceed maximum two terms. On any special occasion where extension of office becomes necessary, then vote by two-thirds members of general meeting of members must be required before being in office.

Article 27
The legal representative of this association shall be acted by the president of the council. Legal representative of this association may not concurrently act as legal representative of any other social organizations.

Article 28
President of this association shall exercise the following functions and powers:
28.1 To convene and preside over the council and standing council;
28.2 To inspection on implementation of resolution by general meeting of members, the council and standing council;
28.3 To sign relevant important documents for and on behalf of this association.

Article 29
Secretary-general of this association shall exercise the following functions and powers:
29.1 To chair regular functioning of the secretariat, and organize implementation of annual working plan;
29.2 To coordinate activities by special committees and entities;
29.3 To nominate vice secretary-general and person in charge of each representative office, branch, and entity, and submit resolutions by the council or standing council;
29.4 To decide employment of full-time workers with any representative office, entity;
29.5 To settle other daily affairs;
29.10 Any matter as authorized by the council or standing council.

Chapter V Expenses and Assets Management

Article 30 The source of income are stated as followed:
30.1 Membership fees;
30.2 Donation;
30.3 Government aid;
30.4 Income from activities or services waged within the sphere of approved businesses.

30.5 Interest;
30.6 Other lawful income.

Article 31
This association shall charge membership fees in accordance with applicable Chinese laws.

Article 32
Membership fees must be applied for development of scope of business and enterprise as provided herein and may not be distributed amongst members.

Article 33
A strict financial system shall be established with this association to ensure legality, authenticity, accuracy and completeness of accounting documents.

Article 34
This association is equipped with professional accountants who may act as a cashier. Accountants must conduct accounting and accounting supervision. At the time of transfer or demission of office, accountants must go through handover formalities with successors.

Article 35
Asset management of this association must comply with state financial management system, and must be subject to supervision of general meeting of members and financial authority. In case assets derive from state allocation, non-governmental donation or financial aid, then the source of income must be subject to supervision of auditing authority and publish to general public by appropriate means.

Article 36 Prior to transfer of term or replacement of legal representative, it shall be subject to financial auditing organized by social organization registration administration and competent business authority.

Article 37
No unit or individual may not encroach on, distribute without authority or misuse any asset of this association.

Article 38
For the purpose of wages, insurance, fringe benefits of full-time workers, relevant state provisions on institutions shall apply.

Chapter VI Revision Procedures

Article 39
For the purpose of revision hereof, vote by the council and deliberation by general meeting of members are required.

Article 40
Revision hereof must, within fifteen (15) days of pass by general meeting of members, obtain review and approval by competent business authority and be submitted for approval to social organization registration administration.

Chapter VII Termination Procedures and Property Settlement after Termination

Article 41
Where the objective of this association is satisfied, this association should be dissolved automatically or where this association should require revocation due to merger, or split, the council or standing council shall lodge a motion for termination.

Article 42
The motion for termination of this association must be passed by vote by general meeting of members and must be submitted to competent business authority for review and consent.

Article 43
Prior to termination of this association, a liquidation group must be established under the guide of competent business authority and relevant competent authorities to liquidate credits and debts and deal with problems arising therefrom. During liquidation, no activity whatsoever may be conducted other than liquidation.

Article 44
This association will be terminated with revocation formalities completed with social organization registration administration.

Article 45
The outstanding properties after termination of this association will be used for development of any cause with regard to objective of this association under the supervision of competent business authority and social organization registration administration and in line with applicable state provisions.

Chapter VII Supplementary Provisions

Article 46
The articles of association are passed by vote at general meeting of members dated 17th September 2002.

Article 47
The articles of association shall be solely construed and interpreted by the council of this association.

Article 48
The articles of association shall take effect from the date of approval by social organization registration administration.