hapter One General Principles

Article 1  The name of the Association in English : Association for Economic Cooperation and Trade

Promotion Between Yunnan and Southeast and South Asia (ECTPA in short).

Article 2  The nature of the Association: The Association is composed of the leaders at all levels, entrepreneurs, experts, scholars, well-known persons and the relevant social organizations in and out of the province who are dedicated to promoting the construction of China-ASEAN Free Trade Zone and advocating Yunnan province and other regions to jointly participate in the economic and trade cooperation as well as the cultural exchanges between China and Southeast and South Asian countries. The Association is a non-profit and non-governmental organization.

Article 3  The mission of the Association: “connect the domestic units with Southeast and South Asia, advocate the regional bilateral and multilateral cooperation and promote the mutual development and win-win on the basis of the geographical advantage of Yunnan province”. Obey the constitution, laws and regulations of the People’s Republic of China, the state policies and social ethics; take the theory of Deng Xiaoping and the important ideology of “Three Representatives” as guide, conscientiously carry out the Scientific Outlook on Development and the spirit of the 17th National Congress of CPC and follow the requirements of the 17th National Congress of CPC: “strengthening the neighborhood friendship and pragmatic cooperation with peripheral countries, positively launching regional cooperation and jointly creating a peaceful, stable, equal, mutual trust and win-win regional environment”, “implementing the strategy of free trade area and intensifying the bilateral and multilateral economic and trade cooperation”; fully take the geographical advantages of Yunnan’s close connection with Southeast and South Asian countries, actively participate in the construction of China-ASEAN Free Trade Zone, firmly carry out the Southeast and South Asia oriented international gateway strategic target put forward by Yunnan Committee and Government; create a new situation of building the socialism with Chinese characteristics in Yunnan in the new century and make a greater contribution to accelerating the economic development of Yunnan province.

Article 4   The competent department of the Association is Yunnan Development and Reform Commission and the organization registration administrative institution is Yunnan Civil Affairs Department; the Association is subject to the business guide and supervision of the above competent department and registration administrative institution.

Article 5  Location: Kunming City, Yunnan Province, China

Chapter Two  Scope of Business

Article 6 The business scope of the Association: (I) Provide the services for its members

Provide the domestic enterprises with the consultancy in the industrial policies, project information and relevant laws and regulations of Southeast and South Asian countries including the services in the legal affairs and project contact.

Introduce the funds and technology for the members and assist the enterprises solving the issues of investment and fundraising channel and the like.

(II) Build the exchange and cooperation platform for the members

Organize Southeast and South Asian non-governmental economic and trade investigation organizations to visit and pay a return visit, launch the regional non-governmental economic, trade and cultural exchange activities and promote the mutual understanding and friendship in the form of holding economic and trade talks, commodities fairs.

Timely organize the Forum of Kunming International Sub-regional Cooperation or the Forum of Kunming China-Southeast and South Asia Economic and Trade Cooperation and provide the enterprises with a multilateral high level dialogue platform.

Organize non-governmental cultural exchange and education cooperative activities according to the circumstances and try to establish a more suitable cooperative mechanism.

(III) Reinforce the research work on the cooperation and exchange between Yunnan, China and Southeast and South Asia and provide the convincing reference data for the government to make decision.

Enhance the foreign publicity and help the membership enterprises to establish sound profiles in Southeast and South Asian countries. Introduce the situation of Southeast and South Asian countries to the domestic enterprises, help the domestic and foreign enterprises and organizations to communicate and publicize as well as recommend them with the special entrustment.

Chapter Three  Members

Article 7  The classification of the members: The members of the Association consist of unit members (including enterprise members and group members), and individual members (including honorary members).

Article 8  Enrollment condition:

Applying (or being invited) for the membership of the Association must satisfy the following requirements:

(I) Upholding the Articles of Association;

(II) Voluntarily applying (or being invited) for the membership;

(III) Having certain reputation in its/his/her business field involved.

Article 9  Enrollment procedures

(I) Submitting the enrollment application (or accepting the invitation with the reply of agreement);

(II) Filling out the membership registration form;

(III) Being passed under the discussion of the Association (or the executive council);

(IV) The membership card issued by the Association.

Article 10 The right of a member:

(I) The right to elect, to be elected and to vote;

(II) The right to participate in various activities of the Association at home and abroad;

(III) The priority to get various services of the Association;

(IV) The right to criticize, advise and supervise the work of the Association;

(V) The freedom to withdraw from the Association;

(VI) If authorized, the vice chairman member unit and execative council member unit can organize the delegation to visit abroad in the name of the Association;

(VII) If authorized, the vice chairman member unit, the executive council member unit and the member unit enjoy the right to publicize their own names on the activities organized by the Association.

Article 11 The duty of a member:

(I) Execute the resolution of the Association;

(II) Maintain the legal interests of the Association;

(III) Fulfill the work assigned by the Association;

(IV) Pay the membership fees according to the regulations;

(V) Report the situation to the Association and provide the detailed and accurate data.

Article 12  A member’s withdrawal from the Association: upon withdrawing from the Association, a member shall notify the Association in writing and return the membership card; the member who has not paid the membership fees or not participated in the activities organized by the Association over one year is deemed as automatically withdrawing from the Association.

Article 13  Dismissal of the membership: if a member seriously violates the Articles of Association or breaches the state criminal law to entail serious consequences, his or her membership can be dismissed through the resolution passed by the executive council.

Chapter Four  Organization Structure

Article 14 The supreme power organ of the Association is the membership representative meeting, the functions of which are:

(I) Make and revise the Articles of Association;

(II) Elect and dismiss the member of the council;

(III) Review and approve the work report and financial report of the council;

(IV) Review and approve other important issues; (V) Determine the matter of termination.

Article 15  The membership representative meeting can not be held without the attendance of over 2/3 membership representatives and the resolution can not come into effect without being voted through by over half of the membership representatives at the meeting.

Article 16  Each term of the membership representative meeting is five years and if it is necessary to re-elect earlier or delay the re-election due to some special reason, it must be firstly voted through by the council and then submitted to the competent unit for examination and to the organization registration administrative institution for approval. The re-election delay shall not be longer than one year.

Article 17  As the executive organ of the membership representative meeting, the council leads the routine work of the Association when the membership representative meeting is no in session and is responsible for the membership representative meeting.

Article 18 The power of the council:

(I) Execute the resolution of the membership representative meeting;

(II) Elect and dismiss the chairman, vice chairman and secretary-general; (III) Prepare and hold the membership representative meeting;

(IV) Report the work and financial position to the membership representative meeting;

(V) Determine to enroll or dismiss members;

(VI) Determine to set up the office, branch office, representative office and entity office;

(VII) Determine to appoint the deputy secretary-general and the main responsible person of eachoffice;

(VIII) Lead each office of the Association to carry out the work;

(IX) Make the internal management system; (X) Determine other important issues.

Article 19  The council meeting can not be held without the attendance of over 2/3 members of the council and the resolution can not come into effect without being voted through by over half of the

members of the council at the meeting.

Article 20 The council meeting shall be held at least once every year.

Article 21 The Association sets up the executive council which is established with the recommendation of the council. The executive council exercises the powers of items (I), (III), (V), (VI), (VII), (VIII) and (IX) in Article 18 when the council meeting is not in session and is responsible for the council.

Article 22  The executive council meeting can not be held without the attendance of over 2/3 executive members and the resolution can not come into effect without being voted through by over 2/3 executive members at the meeting.

Article 23 The executive council meeting shall be held at least every half year.

Article 24  The chairman, vice chairman and secretary-general of the Association must satisfy the following requirements:

(I) Adhere to the strategies, principles and policies of the Party and possess good political qualities;

(II) Have greater influence in the business field of the Association;

(III) The maximum age of the chairman, vice chairman and secretary-general in office shall not exceed

70 years old in principle except a special case;

(IV) Enjoy good health and be able to carry out the routine work; (V) Not involve in the depriving-political-right criminal punishment; (VI) Have the full civil disposing capacity.

Article 25  If the age of the chairman, vice chairman and secretary of the Association exceeds the maximum age in office, they can still hold their posts if it is voted through by the council meeting and submitted to the competent unit for examination and to the organization registration administrative institution for approval.

Article 26  Each term of office of the chairman, vice chairman and secretary-general of the Association is five years and the maximum renew of office shall not exceed two terms. In the special case that the term of office needs extending, it must be voted through by over 2/3 membership representatives at the membership representative meeting and submitted to the competent unit for examination and to the organization registration administrative institution for approval.

Article 27  The chairman of the Association acts as the legal person of the Association. In the special case that it is necessary to have the vice chairman or the secretary-general act as the legal person of the Association, it must be submitted to the competent unit for examination and to the organization registration administrative institution for approval. The legal person of the Association shall not concurrently act as the legal person of other organization.

Article 28 The chairman of the Association exercises the following powers:

(I) Convene and preside the council meeting (or the executive council meeting);

(II) Make sure that the resolutions of the membership representative meeting and the council meeting (or the executive council meeting) are carried out;

(III) Sign the relevant important documents on behalf of the Association.

Article 29 The secretary-general of the Association exercises the following powers:

I) Organize the offices to conduct the routine work and implement the annual work plan;

(II) Coordinate each branch office, representative office and entity office to carry out the work;

(III) Nominate the deputy secretary-general and the main responsible persons of office, branch office, representative office and entity office and submit them to the council meeting or the executive council meeting for discussion and determination;

(IV) Determine the employment of the full-time working staff of the office, representative office and entity office;

(V) Handle other routine affairs.Chapter Five  Assets Management

Article 30 The funding source of the Association:

(I) Membership fees;

(II) Donations;

(III) Government subsidies;

(IV) The normal income from the activities or services carried out in the approved business range;

(V) Interest;

(VI) Other legal income.

Article 31 The Association collects the membership fees according to the state’s relevant stipulations.

(I).Vice chairperson member unit: 40,000 yuan/per year;

(II).Executive council member unit: 20,000 to 40,000 yuan/per year;

(III).Council member unit: 10,000 to 20,000 yuan/per year; (IV).Member unit: 5,000 yuan/per year.

The membership fees shall be paid annually in the first half year or can be paid as lump sum for the present term (five years).Article 32  The funds of the Association must be spent for the business range and development stipulated in the Articles of Association rather than distributed among the members.

Article 33 The Association establishes a strict financial control system to guarantee that the accounting

data are legal, true, accurate and perfect.

Article 34  The Association has the qualified accountant and the accountant shall not act concurrently as the cashier. The accountant must conduct both accounting calculation and accounting control. Upon being transferred or leaving office, the accountant must clear the handing-over procedures with the successor.

Article 35  The fund management of the Association must be subject to the financial control system stipulated by the state and the supervision of the membership representative meeting and the financial department. The funds from the state allocation or the social donation and aid must be subject to the supervision of the auditing institution and the relevant situation shall be announced publicly in an appropriate manner.

Article 36  Prior to the re-election of the term of office or the replacement of the legal representative,the financial auditing must be carried out by the organization registration administrative institution and the competent unit.

Article 37  The assets of the Association shall not be illegally possessed, privately distributed and embezzled by any unit or individual.

Article 38 The wage, insurance, welfare, allowance, etc. of the full-time working staff of the Association are paid in reference to the public institution of the state.

Chapter Six  Revision of the Articles of Association

Article 39 Any revision to the Articles of Association shall be voted through by the council meeting and submitted to the membership representative meeting for review and approval.

Article 40  Before coming into effect, the Articles of Association revised by the Association shall be examined and approved by the competent unit and submitted to the organization registration administrative institution for check and ratification within 15 days after being passed by the membership representative meeting.

Chapter Seven  Termination Procedures

Article 41 In the case that the Association needs to be nullified out of the reasons that it has completed its aim or been automatically dissolved or separated or merged, etc., the move to terminate shall be posed by the council or the executive council.

Article 42   The move to terminate the Association shall be voted through by the membership representative meeting and submitted to the competent unit for examination and approval.

Article 43  Prior to the termination of the Association, the liquidation group shall be organized to clear the creditor’s rights and liabilities and solve the remaining problems under the direction of the competent unit and the relevant institution. During the liquidation, no other activities unrelated to the liquidation shall be carried out.

Article 44  The Association becomes terminated after the termination registration procedures are handled by the organization registration administrative institution.

Article 45  The remaining property after the termination of the Association shall be used to develop the relevant causes related to the aim of the Association under the supervision of the competent unit and the organization registration administrative institution and according to the state’s relevant stipulations.

Chapter Eight  Supplementary Articles

Article 46  The Articles of Association were voted through by the membership representative meeting on June 12, 2009.

Article 47 The right to interpret the Articles of Association is owned by the Association.

Article 48 The Articles of Association comes into effect on the date when they are checked and ratified

by the organization registration administrative institution.

The year of 2009