Articles of Association of China Chamber of Commerce for Import and Export of Machinery and Electronic Products (Adopted by the Third Members Representative Meeting of CCCME On November 9, 1994)

Chapter I General Principles

Article 1 China Chamber of Commerce for Import and Export of Machinery and Electronic Products (CCCME) is established in accordance with the Foreign Trade Law of the People's Republic of China and the Regulations of the People's Republic of China on Chambers of Commerce for Importers and Exporters (Draft).

Article 2 The aim of this Chamber is to maintain the normal foreign trade order, protect fair competition, safeguard the national interests and lawful rights and interests of its members, strengthen coordination, guidance, consulting and service for the import and export of machinery and electronic products, and promote the development of import and export of machinery and electronic products.

Article 3 CCCME is a self-discipline organization, founded with the approval of the government, registered in accordance with law, and composed of various types of enterprises registered and engaged in foreign trade of machinery and electronic products in the People's Republic of China in accordance with law and exercises coordination for the import and export activities of the trade and guidance and provides consulting and services for its members. It has a legal person status, with its chairman as the legal representative.

Article 4 CCCME abides by laws and regulations of thee State, implements the State's principles, policies and regulations concerning foreign trade and, in compliance with these Articles of Association, actively carry out foreign trade promotion activities. CCCME workers should handle matter impartially, implement the principles of transparency, impartiality and fairness, give full play to democracy, and serve its members heart anal soul.

Article 5 CCCME is not profit-oriented and does not engage in import and export dealings.

Chapter II Duties and Responsibilities

Article 6 CCCME represents the interests of its members, reports to the relevant authorities of the government the conditions, demands, opinions and suggestions of its members, and offer suggestions on relevant policies formulated by the government.

Article 7 CCCME shall be in charge of coordinating the purchase and export prices, markets, clients and the use of export trademarks of all machinery and electronic products that are subject to national wide unified coordination. When necessary, it should set trade-agreed prices in accordance with the common demand of its members. Important trade-agreements and coordination stipulations may be, on recommendation, promulgated by an administrative decree of MOFTEC, for importers and exporters throughout the country to implement.

Article 8 It should extensively publicize principles, policies and statutes of the State concerning foreign trade and relevant resolutions of CCCME, safeguard the interests of its members, supervise and guide legitimate trade activities of its members.

Article 9 Making suggestions on issuing export license for machinery and electronic products subject to export license control. Authorized and entrusted by the relevant authorities of the Government, it takes part in organizing the implementation of import and export commodities quota bidding, or verifies and stamps contracts for relevant products.

Article 10 Organizing members concerned to defend in cases of foreign dumping allegations against China's machinery and electronic products, to carry out investigation into foreign products dumping or other unfair competition acts and report to the authority responsible for foreign trade and economic relations.

Article 11 Coordinating and resolving import and export trade disputes among its members.

Article 12 Developing step by step business information network, information database, collecting, studying and exchanging business information, publishing publications, carrying out investigations and studies of import and export commodities markets, quotations, statutes and agreements on international trade, and trade policies of countries concerned.

Article 13 Joining relevant international organizations, attending related international specialized meetings, strengthening contacts with corresponding organizations in the trade of various countries and regions throughout the world, exchanging information, and establishing and developing business cooperative relations with them.

Article 14 Organizing members to participate in fairs and specialized exhibitions held in and outside China, organizing visits, trade talks, market investigation and economic and technical exchanges abroad to assist members in developing international markets and promote foreign economic and trade activities.

Article 15 Strengthening links with departments concerned, and strengthening contacts with fellow trade associations, societies and other organizations, boosting industry-trade combination, and giving play to the role as a link and bridge between the government and enterprises, and between foreign trade enterprises and manufacturing enterprises.

Article 16 Organizing member enterprises to attend machinery and electronics foreign trade business training and import and export market seminars concerning relevant countries (regions) or specific products to improve the quality of professionals.

Article 17 Performing other duties entrusted or assigned in accordance with member enterprises by the Government.

Chapter III CCCME Members

Article 18 Requirements for membership in CCCME

Any enterprise engaging in import and export of machinery and electronic products and registered according to law in the People's Republic of China, which accepts the Articles of Association of CCCME, may apply for membership in and after examination and approval join CCCME. And it may join a CCCME branch and professional coordination group in accordance with its business scope approved by the State.

Article 19 Rights of members

CCCME Members enjoy the following rights:

1. Exercise the right to elect, to be elected and subject to recall.

2. Put forward opinions and suggestions on the development of import and export of machinery and electronic products.

3. Supervise and put forward criticism and suggestions regarding the work of CCCME.

4. Participate in seminars and coordination meetings on important topics such as import and export policies, markets, clients, purchase and export prices, operation modes and other activities organized by CCCME.

5. Participate in the business information network, information network, training and seminars, sales service network, and professional exhibitions in and outside China formed and organized by CCCME, and enjoy information material, publications, legal and policy consulting, and other services provided by CCCME.

6. Expose and report facts concerning violation of policies and decrees of the State, breaches of CCCME Articles of Association and trade agreements, disobedience to CCCME coordination and decisions, and damage to the interests of the State and CCCME members.

7. Make an appeal to the relevant authorities of the Government when having a difference of opinion concerning a CCCME coordinating decision.

Article 20 Duties of members

CCCME members must perform the following duties:

1. Abide by laws and statutes of the State, and principles, policies and regulations governing foreign trade and economic relations.

2.Comply with the Articles of Association of CCCME, decisions, trade agreements and other stipulations.

3. Obey coordination and mediation by CCCME and its branches, and do no damage the interests of other members.

4. Provide required facts and data for CCCME and relevant branches.

5. Actively participate in activities organized by CCCME and Branches, and work hard to accomplish work entrusted by CCCME.

6. Pay membership dues regularly and in full.

Article 21 Any foreign-funded enterprise registered in the People's Republic of China may apply for group membership in CCCME by China Association of Foreign-funded Enterprises (CAFFE) in accordance with trade organizations. A few FFEs may join CCCME as a corporate entity on the recommendation of CAFFE as exceptional cases when necessary.

Chapter IV Organizational Structure

Article 22 The supreme power organ is the members representative conference. Representatives of the conference are produced from member enterprises through democratic consultation and democratic election in accordance trade distribution and regional distribution. The functions and powers of representative conferences of members are:

1. Formulate and revise the Articles of Association of CCCME.

2. Elect and recall chairman, vice chairmen and members of the Council of CCCME.

3. Examine proposals of the CCCME Council and members.

4. Examine the work report and financial report of the Council.

5. Examine other items brought up by the Council.

The Members Representative Conference is held once every three years. If there is a special situation or if over one third of members express a demand, the Conference may be held ahead of schedule or deferred.

Article 23 When the Members Representative Conference is not in session, the CCCME exercises the functions and powers of the Representative Conference. The Council Meeting is held once a year. Council members, whose total number shall not exceed 200, are elected by the representative conference of members. Standing Council Meeting is held every half a year. When necessary, it may be held ahead of schedule or postponed.

The Council and Standing Council exercise the following functions and powers:

1. To hold Members Representative Meeting;

2. To implement resolutions of Members (Representative) Conference;

3. To examine proposals and documents submitted to the representative conferences of members;

4. To formulate detailed rules and regulations on the implementation of the Articles of Association of CCCME;

5. The Standing Council appoints the secretary-general and deputy secretary-general of CCCME based on the nomination by the Chairman;

6. To examine the budget and final accounts of CCCME;

7. Standing Council members and members have responsibilities, entrusted by the Council or the Chairman, to organize local member enterprises to communicate and implement relevant resolutions of representative conferences of members, the Council and the Standing Council, and to collect and report opinions and suggestions of member enterprises, in coordination with regional organizations of CCCME. Council members and Standing Council members should actively assist CCCME in unfolding work in regions where there are no CCCME offices.

Article 24 Qualifications for Council Members and Standing Council Members

Council members and Standing Council members must fulfill the following requirements:

1. A Council member must first be a CCCME member representative, who has reached relatively high level of import and export of machinery and electronic products in recent three years, takes the lead locally and in the trade, actively takes part in the work of the Chamber, is willing to undertake the work entrusted by the Chamber, and warmheartedly serves the members.

. 2. A Standing Council member must first be a Council Member, who has made outstanding contributions in the import and exports of machinery and electronic products in recent three years, is quite influential locally and in the trade, plays a special role in maintaining normal foreign trade operating order, and has shown zeal and initiative and made remarked achievements in carrying out the work of the Chamber.

Article 25 CCCME has a honorary chairman, a chairman, vice chairmen, a secretary-general and deputy secretary-generals. The honorary chairman is recommended and appointed by the Members Representative Conference. Chairman and vice chairmen are elected by the Members Representative Conference on the basis of recommendation by the authority responsible for foreign trade and economic relations, or common recommendation by over one third of member enterprises and approval from the authority in charge. Chairman and vice chairmen are elected for a term of usually three years, and can be reelected for, at most, another term of office. The recall of the chairman and vice chairmen is subject to approval from the authority responsible for foreign trade and economic relations and to discussion and approval by the Members Representative Conference.

Article 26 Chairman is in charge of the work of the Chamber, holding responsible for the Standing Council and the Council. Vice chairmen assist the chairman in work. And secretary-general and deputy secretary-generals assist the chairman to take charge of day-to-day work.

Article 27 The Chamber sets up a small but capable specialized administrative body for implementing resolutions of the Members Representative Conference, and the Council and Standing Council, and performing duties and responsibilities of the Chamber.

Chapter V Branches

Article 28 CCCME sets up professional Branches and Professional Coordination Groups by reference to "Standard for National Economic Trades Classification" in accordance with actual business needs, and with approval from the Ministry of Foreign Trade and Economic Cooperation.

Article 29 Professional Branches or Professional Coordination Groups are managed by CCCME on a unified basis, named "xx Branch of CCCME" (or xx Coordination Group of CCCME), are responsible for coordinating and providing advisory services for the import and export of commodities in their respective trade. Commodities for which no branches and coordination groups have been set up are to be coordinated directly by CCCME. According to business needs, branches may also set up at export commodities production bases and main ports.

Article 30 In order to strengthening contacts among members, provinces, municipalities and autonomous regions may, in accordance with members' demand, set up liaison and sodality organizations, which will be responsible for liaison and sodality activities and advisory services for local members and, when necessary, may undertake special coordinating work among local members entrusted by CCCME. Responsible members of local liaison and sodality organizations are elected by the local representative conference of members. Whether a special office is set up shall be decided by the Members Conference.

Article 31 With approval from the authority responsible for foreign trade and economic relations, CCCME may send persons to or set up offices in key countries and regions of trade of machinery and electronic products, if necessary.

Article 32 A branch has a chairman and vice chairmen, who are elected for a term of three years by Branch Members Conference (Representative Conference) by reference to the requirements for CCCME Council Members and Standing Council Members. A branch has a full-time secretary-general and, when necessary, a deputy secretary-general, who are appointed by the branch members conference (representative conference) on the recommendation of CCCME. Branch secretary-general and deputy secretary-general report to the chairman and vice chairman on his work once or twice a year.

Chapter VI Funds and Financial Management

Article 33 The funds of CCCME comes from membership dues paid by the members. Membership dues are paid in grades in the amount by a specified proportion of the total import-export value of machinery and electronic products of the member enterprise in the previous year in accordance with the "Provisional Regulations of MOFTEC on Membership Dues of Chambers of Commerce for Importers and Exporters".

Article 34 CCCME may accept various forms of financial support and grant from the authority responsible for foreign trade and economic relations under the State Council and member units, and may also impose service charges on some service items according to the circumstances.

Article 35 Funds of CCCME branches and professional coordination groups are allocated by CCCME according to their tasks and number of members regularly every year. Branches may accept financial support from relevant units, and collect service charges according to the circumstances in offering advisory services.

Article 36 CCCME makes financial budgets and final accounts, and regularly report to the Members Representative Conference, the Council and government departments concerned on revenues and expenditures, and submits them to MOFTEC for the record. CCCME shall strictly budget and cut down expenses in a spirit of being thrifty and hardworking in starting on all undertakings.

Chapter VII Rewards and Penalties

Article 37 Member enterprises that perform well in abiding by laws and statutes of the State and principles, policies and regulations concerning foreign trade and economic relations, in fulfilling tasks of earning foreign exchange through exports, and achieve good results in opening up international markets; serve as examples in implementing the Articles of Association and stipulations of CCCME, accept the Chamber's coordination, work hard to complete the work entrusted by CCCME and pay membership dues regularly, shall be commended by circulating a notice by CCCME. And for those with outstanding performance, CCCME may suggest the authority responsible for foreign trade and economic relations give them commendation and rewards.

Article 38 For member enterprises that violate laws and decrees of the State and principles, policies and regulations concerning foreign trade and economic relations, breach the Articles of Association and resolutions of CCCME, break trade agreements, disobey coordination by CCCME and Branches, damage the national interests and the interests of member enterprises, a notice of criticism shall be circulated and a warning given by CCCME. If circumstances are serious, they may be placed on probation within the Chamber, and even expulsed from the Chamber subject to study and decision by CCCME standing Council. And report to the authority responsible for foreign trade and economic relations, stop their import and export business activities within a stated time or recall their power to engage in import and export of relevant commodities. Law violation cases are to be handled by judicial departments.

Article 39 Member enterprises should pay membership dues regularly and in full. Those who are in arrears without reason or refuse to pay membership dues shall be circulated a notice of criticism by CCCME. If such criticism proves ineffective, fines for delayed payment may be imposed. A CCCME member that fails to pay membership dues for more than two years without any reason shall be regarded as quitting the Chamber on its own. CCCME shall expel such a member and notify all member enterprises and relevant units.

Chapter VIII Supplementary Provisions

Article 40 The termination of CCCME shall be subject to discussion and approval by the Members Representative Conference and reported to relevant authorities according to stipulations.

Article 41 These Articles of Association shall come into force on the day of approval, and the power of interpretation of them is vested in CCCME.

Article 42 Revision of these Articles of Association, if required, shall be subject to discussion and decision by CCCME Members Representative Conference.