Article 1 The name of this association: Zhuanghe Aquatic Food Processing Association.

Article 2 The nature of this association: it is a local, industrial, and non-profit social organization voluntarily formed by enterprise units engaged in the production, processing, circulation, and refrigeration of aquatic products.

Article 3 the purpose of the association is to abide by the constitution, laws, regulations and national policies, abide by social morality and fashion, implement the concept of innovation, coordination, green, open and shared development, consciously strengthen the construction of integrity and self-discipline, practice the socialist core values, standardize the market operation order, safeguard the legitimate rights and interests of enterprises, carry out exchanges and cooperation within and among the industry, and improve the technology and management level of the industry, enhance the industry's awareness of integrity, improve the quality and safety of aquatic products, and promote the prosperity and stability of the aquatic product market and the sustainable development of fisheries

Article 4 The Association adheres to the overall leadership of the Communist Party of China, establishes organizations of the Communist Party of China in accordance with the provisions of the Constitution of the Communist Party of China, carries out party activities, and provides necessary conditions for the activities of party organizations.

The registration authority of this association is Zhuanghe Civil Affairs Bureau, and the business supervisor is Zhuanghe Science and Technology and Industry Information Bureau.

The Association accepts the business guidance and supervision and management of the business unit in charge and the registration and management authority of the association.

Article 5 The domicile of the Association: No. 88, Century Street, Chengguan Street, Zhuanghe City, Dalian City, Liaoning Province.

 

Chapter II Business Scope

Article 6 Business scope of the Association:

(I) assist the competent government departments to formulate the development plan of aquatic products circulation and processing, and promote the development of the industry;

(II) study and put forward suggestions on relevant guidelines, policies and regulations for developing the processing and circulation of aquatic products and regulating the operation of aquatic products, cooperate with government departments in formulating product standards, and conduct supervision and inspection;

(III) in response to the needs of the industry and the requirements of industrial development, organize enterprises and experts to actively formulate group standards, strengthen industry self-discipline, and standardize industry behavior;

(IV) carry out investigations into the basic situation of the industry, conduct special studies on the problems existing in the industry, and propose countermeasures and measures to solve the problems;

(V) promote various forms of joint and collaboration, communicate raw material procurement channels, and coordinate the problems of members in production and operation, technical cooperation and competition;

(VI) collect, collate, analyze and provide domestic and foreign economic and technical information and materials of the aquatic industry to the members, and strengthen the information service function of the association;

(VII) organize domestic and foreign industry technology exchanges, new technology introduction and promotion and application activities, carry out professional technical training, in accordance with relevant regulations, approved to carry out aquatic product quality certification and aquatic industry enterprise credit evaluation, evaluation and other services;

(VIII) organize various forms of trade negotiations, assist members or representative industries in dealing with trade disputes, actively respond to trade barriers, and establish an early warning mechanism for aquatic products trade;

(IX) strengthen liaison with relevant foreign trade organizations, organize and arrange relevant international economic and trade negotiations and other exchange activities;

(X) undertake the work entrusted by the relevant government departments.

Matters within the scope of business that are subject to approval under laws, regulations and rules shall be carried out after approval in accordance with the law.

 

Chapter III Members

Article 7 The category of members of the Association: unit members.

Article 8 A member applying to join the Association must meet the following conditions

(I) support the articles of association;

(II) the will to join this council;

The (III) has a certain influence on the business and industry of the Association.

Article 9 The procedure for membership is:

(I) submit an application for membership;

(II) discussed and adopted by the Council;

Membership cards are (III) issued by the Council or an agency authorized by the Council.

Article 10 Members enjoy the following rights:

(I) the right to vote, to be elected and to vote;

(II) participate in the activities of the Association;

(III) the priority of obtaining the services of the Association;

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

(V) voluntary membership, withdrawal freedom.

Article 11 Members shall perform the following obligations:

(I) abide by the articles of association and the provisions of the association;

(II) implement the resolutions of this Council;

(III) safeguard the legitimate rights and interests of the Association;

(IV) complete the work assigned by the Association;

(V) pay membership dues in accordance with the provisions;

(VI) reflect the situation and provide relevant information to this council.

Article 12 Members shall notify the Association in writing of their withdrawal from the Association and return their membership cards.

Article 13 A member shall automatically lose his membership under any of the following circumstances:

1 year non-payment;
One year does not participate in the activities of the Association;
No longer eligible for membership;
Loss of full capacity for civil conduct;
Individual members are deprived of political rights.

Article 14 If a member violates laws, regulations and these Articles of Association, the following sanctions shall be imposed upon the voting of the board of directors:

Warning;
informed criticism;
suspension of the exercise of membership rights;

(IV) delisted.

Article 15 After a member retiring from the association, automatically losing his membership or being removed from the association, his corresponding duties, rights and obligations in the association shall be terminated automatically.

Article 16 The Association shall keep a roster of members and record the status of its members. In the event of any change in the membership situation, the membership roster shall be amended in a timely manner and an announcement shall be made to the members.

 

Chapter IV Organization

Section 1 General Meeting of Members

Article 17 The General Assembly is the highest authority of the Association, and its powers are:

(I) formulating and amending the articles of association;

(II) determine the work objectives and development plans of the Association;

(III) formulate and revise the methods for the selection of directors and persons in charge, and report to the competent business unit for the record;

Election and removal of directors and supervisors;
To formulate and revise the standard of membership fee;

(VI) consider the work report and financial report of the Council;

(VII) decide on the establishment of honorary posts;

(VIII) determine the change of name;

(IX) and deliberating the work report of the board of supervisors;

the (X) determines the termination;

(11) to formulate measures for the assessment and remuneration management of persons in charge and staff members;

(12) Decide on other major issues.

Article 18 The general meeting of members shall be held once a year for five years (the longest is not more than five years). If it is necessary to advance or postpone the term change due to special circumstances, it shall be approved by the board of directors and submitted to the registration authority for approval after examination and approval by the competent business unit. The maximum extension of the term is not more than 1 year.

When the Association convenes a general meeting, the members shall be notified of the topics of the meeting 15 days in advance.

The general meeting of members shall adopt the method of voting on the spot.

Article 19 An interim general meeting shall be convened upon the proposal of the Council or more than 70% of the members of the Council.

The temporary general meeting shall be presided over by the president. If the president does not preside or is unable to preside, the proposed council or member shall elect a person in charge of the council to preside.

Article 20 A general meeting of members can only be held if more than 2/3 of the members are present, and the resolution can only take effect if the following conditions are met:

The (I) enacting and amending the articles of association and deciding on the termination of the association shall be approved by a vote of more than 2/3 of the members present at the meeting;

(II) the Council elects its members by differential election, it shall be determined by the number of votes obtained, provided that the number of votes obtained shall not be less than 70% of the members present at the Council;

When the Council adopts the equal election method to elect the directors, the number of votes of the elected directors shall not be less than 1/2 of the members present at the meeting;

The removal of a director must be approved by a vote of more than 1/2 of the members present;

(III) formulation or revision of the membership fee standards shall be voted by secret ballot by more than two-thirds of the members present at the meeting;

(IV) other resolutions must be passed by more than 1/2 of the members present.

 

Section 2 Council

Article 21 the board of directors is the executive body of the general assembly. When the general assembly is not in session, it leads the work of the association and is responsible to the general assembly.

The maximum number of directors shall not exceed 30. Cannot be from the same (member) organization.

The Council members shall meet the following conditions:

(I) adhere to the leadership of the Communist Party of China, support socialism with Chinese characteristics, resolutely implement the party's line, principles and policies, and have good political quality;

(II) law-abiding, diligent and conscientious, with a good personal social credit record;

(III) have the corresponding professional knowledge, experience and ability, familiar with the industry situation, have a greater impact in the field of aquaculture.

Article 22 Election and removal of directors:

The first directors of the (I) shall be jointly nominated by the members at the time of the application for establishment by the sponsors and submitted to the competent business unit for approval, and then elected by the general meeting of members;

The change of the (II) board of directors shall be nominated by the board of directors three months before the general meeting (not less than the time for reporting to the competent business unit for examination and approval). A leading group (or special election committee) composed of representatives of directors, supervisors, party organization and members shall be established;

If the council cannot be convened, more than 1/5 of the directors, the party organization of the association or the party building liaison officer shall apply to the professional competent unit, and the professional competent unit shall organize the establishment of a new work leading group (or special election committee) to be responsible for the general election;

The work leading group for the change of term shall draw up a plan for the change of term, which shall be submitted to the competent business unit for review 2 months [at least 2 months] before the general meeting is held;

With the consent of the competent business unit, convene a general meeting of members to elect and remove directors;

(III), according to the authorization of the general meeting of members, the board of directors may add or remove some members in the middle of the term, up to a maximum of 1/5 of the total number of principles.

Article 23 Each governing unit can only select one representative to serve as a director. If the unit adjusts the representative of the director, it shall notify the Council in writing and report to the Council.

Article 24 The rights of the directors:

(I) the right to elect, to be elected and to vote in the Council;

(II) the right to know, suggest and supervise the work situation, financial situation and important matters of the Association;

(III) participate in the development of internal management system, put forward opinions and suggestions;

(IV) the right to propose to the president or the council to convene an interim meeting.

Article 25 The directors shall abide by the provisions of laws, regulations and these Articles of Association, faithfully perform their duties, safeguard the interests of the Association, and perform the following obligations:

(I) attend meetings of the Council and implement its resolutions;

(II) exercise their rights within the scope of their duties and not exceed their powers;

(III) not to take advantage of the power of the director to seek illegitimate interests;

(IV) not to engage in activities that harm the legitimate interests of the Association;

The (V) shall not disclose the confidential information obtained during the term of office, except as otherwise provided by laws and regulations;

(VI) exercise the functions and powers legally entrusted to him carefully, conscientiously, diligently and independently;

(VII) accept the lawful supervision and reasonable suggestions of the supervisors on the performance of their duties.

Article 26 The functions and powers of the Council shall be:

(I) implement the resolutions of the General Assembly;

(II) the election and removal of responsible persons;

According to the authorization of the general meeting of members, some directors shall be added or removed in the middle of the term, up to a maximum of 1/5 of the total number of matters of principle;

(III) decide on candidates for honorary posts;

(IV) preparations for the convening of a general meeting of members, responsible for the general election;

(V) report to the General Assembly on its work and financial status;

The (VI) decides on the establishment, alteration and termination of branches, representative offices, offices and other affiliated institutions;

(VII) decide on the selection of the deputy secretary-general and the principal responsible persons of the respective agencies;

To (VIII) and lead the work of the affiliated institutions of the Association;

(IX) review the annual work report and work plan;

(X) review the annual financial budget and final accounts;

(11) Formulate important management systems such as the method for the generation of directors and responsible persons, the method for the generation of members, the method for the management of members, the method for the management of seals and certificates, the method for the management of archives, the method for the disclosure of information, the financial management system, the method for the management of branches and representative offices, etc;

(12) Decide on the assessment and remuneration management methods for the head and staff of the Association;

(13) Decide on other major matters.

Article 27 The term of office of the board of directors shall be the same as that of the general assembly, and the term of office shall be changed at the same time as the general assembly.

Article 28 A meeting of the Council can only be convened if more than 2/3 of the members are present, and its resolution can only take effect if it is approved by a vote of more than 2/3 of the members present.

If the director does not attend the board meeting for 3 times, he will automatically lose the qualification of the director.

Article 29 The Council shall hold a meeting at least once a year. In special circumstances, the meeting may be held in the form of communication. The communication meeting shall not decide on the following matters: (1) the adjustment of the person in charge; (II) the establishment of relevant institutions.

Article 30 A meeting of the interim council shall be held upon the proposal of the president or one-fifth of the directors.

The president cannot preside over the meeting of the interim council, and a person in charge of the council shall be elected by the proposing convener to preside over the meeting.

 

Section 3 Responsible Person

Article 31 The person in charge of the association includes 1 president, 3-15 vice presidents, 1 secretary-general and the chairman of the board of supervisors.

The person in charge of the Association shall meet the following conditions:

(I) adhere to the leadership of the Communist Party of China, support socialism with Chinese characteristics, resolutely implement the party's line, principles and policies, and have good political quality;

(II) law-abiding, diligent and conscientious, with a good personal social credit record;

(III) have the corresponding professional knowledge, experience and ability, familiar with the industry situation, in the business field of the association has a greater impact;

(IV) in good health, able to perform duties normally, not more than 70 years of age, the Secretary-General for full-time;

The (V) has full capacity for civil conduct;

(VI) can faithfully and diligently perform their duties and safeguard the legitimate rights and interests of the Association and its members;

(VII) there are no laws and regulations, national policies and other circumstances that may not be held.

The president or secretary-general shall not concurrently serve as the president or secretary-general of other social organizations, and the president and secretary-general shall not be concurrently served by the same person, and shall not come from the same member unit.

Article 32 The term of office of the head of the Council shall be the same as that of the Council, and the term of office shall not exceed 2 consecutive terms.

Article 33 The president shall be the legal representative of the Association.

Due to special circumstances, the vice president or secretary general may serve as the legal representative after being recommend by the president and approved by the Council, submitted to the competent business unit for examination and approval, and approved by the registration authority.

The legal representative shall sign relevant important documents on behalf of the Association.

The legal representative of this association shall not concurrently serve as the legal representative of other associations.

Article 34 After the person in charge of the legal representative is removed or retiring, he shall no longer perform the functions and powers of the legal representative of the Association. The association shall, within 20 days after its removal or resignation, report to the competent business unit for examination and approval, and then go through the change registration with the registration authority.

If the original legal representative does not cooperate with the registration of the change of the legal representative, the association may, in accordance with the resolution of the board of directors to approve the change, submit it to the competent business unit for examination and approval, and apply to the registration authority for change registration.

Article 35 The president shall perform the following duties:

(I) to convene and preside over the Council;

(II) inspect the implementation of the resolutions of the General Assembly and the Council;

(III) reports to the General Assembly and the Council.

The President shall report annually to the Council. If he is unable to perform his duties, he shall entrust him or the Council shall elect a vice president to perform his duties on his behalf.

Article 36 The Vice-President and the Secretary-General shall assist the President in his work. The Secretary-General exercises the following functions:

(I) coordination of the work of the agencies;

(II) preside over the office to carry out daily work;

The (III) nominates the deputy secretary-general and the main person in charge of the agency, and submit it to the board of directors for decision;

(IV) decide on the employment of full-time staff;

(V) draw up annual work reports and work plans and submit them to the Council for consideration;

(VI) draw up annual financial budgets and final accounts reports and submit them to the Council for consideration;

(VII) to formulate internal management system and report to the Council for approval;

(VIII) handle other daily affairs.

Article 37 Minutes of the general meeting of members and the meeting of the board of directors shall be made. If a resolution is formed, a written resolution shall be made and approved and signed by the members present at the meeting. The minutes and resolutions of the meeting shall be communicated to the members in an appropriate manner or for reference, and shall be kept for at least 10 years.

The election results of directors and responsible persons shall be submitted to the competent business unit for examination and approval within 20 days, and shall be filed with the registration administration authority and notified to the members or for future reference.

 

Section 4 Board of Supervisors

Article 38 The Board of Supervisors shall be established by the Association, and the term of office of the supervisors shall be the same as that of the directors, and they may be re-elected upon expiration of the term. The Supervisory Board consists of 3-5 supervisors. The Board of Supervisors shall have a Chairman of the Board of Supervisors, who shall be elected by the Board of Supervisors. The chief supervisor shall be no more than 70 years old and shall serve no more than two consecutive terms.

The Association accepts and supports the supervision and guidance of the appointed supervisors.

Article 39 The election and removal of supervisors:

The (I) shall be elected by the General Assembly of Members;

The removal of (II) supervisors shall be in accordance with the procedure for their creation.

Article 40 The person in charge of the association, the directors and the financial management personnel of the association shall not concurrently serve as supervisors.

Article 41 The board of supervisors shall exercise the following functions and powers:

(I) to attend the Council and raise questions or suggestions on the resolution;

(II) supervise the acts of the directors and persons in charge in the performance of their duties in the Association, and propose the removal of persons who seriously violate the Articles of Association or the resolutions of the General Assembly;

(III) examine the financial reports of the Association, report the work of the Board of Supervisors to the General Meeting of Members and make proposals;

(IV) and require the responsible persons, directors and financial management personnel to correct the acts that harm the interests of the Association in a timely manner;

(V) report the problems existing in the work of the Association to the competent business unit, registration authority and tax and accounting authorities;

(VI) decide on other matters that should be considered by the board of supervisors.

The Supervisory Board shall meet at least once every six months. The meeting of the board of supervisors can only be held if more than 2/3 of the supervisors are present, and its resolution can only be valid if it is approved by more than 1/2 of the supervisors present.

Article 42 Supervisors shall abide by relevant laws and regulations and the Articles of Association of the Association, and perform their duties faithfully and diligently.

Article 43 The board of supervisors may investigate the activities of the association; if necessary, it may hire an accounting firm to assist it in its work. The expenses necessary for the board of supervisors to exercise its functions and powers shall be borne by the Association.

 

Section 5 Branches and Representative Offices

Article 44 The Association shall establish branches and representative offices according to work needs within the purpose and business scope stipulated in this Articles of Association. The branches and representative offices of the Association are an integral part of the Association and do not have the status of a legal person. They shall not formulate separate articles of association or issue any form of registration certificate. They shall carry out activities and develop members within the scope authorized by the Association, and the legal responsibility shall be borne by the Association.

When carrying out activities, branches and representative offices shall use the full name of the Association and shall not exceed the business scope of the Association.

Article 45 The Association shall not establish regional branches, and shall not establish branches or representative offices under branches or representative offices.

Article 46 The names of the branches and representative offices of the Association shall not be named after the names of various legal person organizations, and shall not be named with the words "China", "China", "National", "National", etc., and shall be named "Branch", "Professional Committee", "Working Committee", "Special Fund Management Committee", "Representative Office", "Office" and other words end.

Article 47 The person in charge of a branch or representative office shall not exceed 70 years of age and shall serve no more than 2 consecutive terms.

Article 48 The financial affairs of branches and representative offices must be incorporated into the legal accounts of the Association for unified management.

Article 49 The Association shall submit the relevant information of the branches and representative offices to the registration management authority in the annual work report. At the same time, the relevant information to the public in a timely manner, consciously accept social supervision.

 

Section VI. Internal management systems and conflict resolution mechanisms

Article 50 The Association shall establish various internal management systems and improve relevant management procedures. Establish relevant systems and documents such as "Member Management Measures", "Member Election Measures", "Contributions Management Measures", "Council Election Rules", "General Assembly Election Rules", "Branch Management Measures" and so on.

Article 51 the association shall establish and improve the internal management system of certificates, seals, archives, documents, etc., and properly keep the above articles and materials in the place of the association. No unit or individual may illegally occupy them. When a manager transfers or leaves a job, he must clear the handover procedures with the receiver.

Article 52 When the certificate or seal of the Association is lost, it may apply to the registration authority for re-issuance or engraving after the voting of more than 2/3 of the directors of the Council and the publication of the lost statement in the publicly published newspapers and periodicals. If it is illegally occupied by an individual, it shall be returned through legal channels.

Article 53 The Association shall establish a mechanism for democratic consultation and resolution of internal contradictions. If an internal conflict occurs that cannot be resolved through consultation, it may be resolved in accordance with the law through mediation, litigation, and other means.

 

Chapter V Asset Management and Use Principles

Article 54 Sources of funds of the Association:

(I) membership dues;

(II) donations;

(III) government funding;

(IV) income from activities or services carried out within the approved business scope;

(V) interest;

(VI) other lawful income.

Article 55 The Association shall collect membership dues in accordance with the relevant provisions of the State. The membership fee standard shall be approved by secret ballot by more than 2/3 of the members of the general assembly.

Article 56 The funds of the Association must be used for the scope of business and the development of the cause as stipulated in the Articles of Association, and shall not be distributed among the members. More than 70% of the membership fee of the Association shall be used for providing services to members and carrying out various business activities in accordance with the purpose of the Association.

Article 57 The Association shall establish a strict financial management system to ensure that the accounting information is legal, true, accurate and complete.

Article 58 The Association shall be equipped with accounting personnel with professional qualifications. An accountant may not concurrently act as a cashier. Accounting personnel must carry out accounting and carry out accounting supervision. When an accountant moves or leaves his or her job, he or she must clear the handover procedures with the receiver.

Article 59 The asset management of the Association must implement the financial management system prescribed by the state (accounting system for non-profit organizations) and accept the supervision of the general assembly and the financial department. If the source of assets belongs to the state appropriation or social donation or support, it must be subject to the supervision of the auditing agency and the relevant information must be announced to the public in an appropriate manner.

Article 60 A financial audit must be conducted before the Council changes its term or changes its legal representative.

Article 61 The Association shall enjoy the property rights of legal persons in the property acquired in accordance with the law, and all assets and their value-added shall be owned by the Association, and the property of the Association shall be managed and used in accordance with the law during the period of its renewal, and no unit or individual shall misappropriate, divide or misappropriate, transfer, guarantee or mortgage, or distribute among members.

Article 62 The salary, insurance and welfare benefits of the full-time staff of the Association shall be implemented with reference to the relevant provisions of the State.

 

Chapter VI Information Disclosure and Credit Commitment

Article 63 The Association shall, in accordance with relevant policies and regulations, perform its information disclosure obligations, establish an information disclosure system, and promptly disclose to members annual work reports, reports issued by third-party organizations, dues income and expenditure, and other information that the Council considers necessary to be disclosed, and promptly disclose to the public information such as registration matters, articles of association, organizational structure, acceptance of donations, credit commitments, government transfers or entrustment matters, available services and operation.

The Association has established a press spokesman (information release) system. With the approval of the Council, it appoints or designates a person in charge as the press spokesman (information publisher) to actively respond to social concerns through regular or irregular press conferences, briefings and interviews on important activities, major events or hot issues of the organization. The contents of the press release shall be examined and approved by the legal representative or the main person in charge of the association to ensure the correct guidance of public opinion.

Article 64 The Association shall establish an annual report system, and the contents of the annual report shall be disclosed to the public in a timely manner and subject to public supervision.

Article 65 This Council shall establish a credit commitment system focusing on service content, service methods, service objects and charging standards, and disclose the content of credit commitments to the public.

 

Chapter VII Procedures for Amending the Articles of Association

Article 66 Amendments to the articles of association of the association shall be approved by the board of directors, submitted to the registration management authority for pre-examination, and submitted to the general meeting for deliberation.

Article 67 The amended articles of association of the Association shall come into effect after being examined and approved by the competent business unit within 15 days after being adopted by the general meeting of members, and submitted to the administrative organ of association registration for approval.

 

Chapter VIII Termination Procedure and Disposal of Property after Termination

Article 68 If the Association completes its purpose or dissolves itself or needs to be canceled due to division, merger and other reasons, the board of directors shall propose a motion for termination.

Article 69 The motion for termination of the Association shall be approved by the general meeting of members and submitted to the competent business unit for examination and approval.

Article 70 Before the termination of the Association, a liquidation organization shall be established under the guidance of the competent business unit and relevant agencies to clean up claims and debts and deal with the aftermath. During liquidation, no activities other than liquidation shall be carried out.

Article 71 The Association shall be terminated after the registration administration of the association has gone through the formalities of cancellation of registration.

Article 72 the remaining property after the termination of the association shall be used for the development of undertakings related to the purpose of the association under the supervision of the competent business unit and the registration and administration organ of the association and in accordance with the relevant provisions of the state.

                     

Chapter IX Supplementary Provisions

Article 73 The Articles of Association were adopted by the general meeting of members on June 3, 2023.

Article 74 The power of interpretation of these Articles of Association shall be the Council of the Association.

Article 75 The Articles of Association shall enter into force on the date of approval by the administrative organ of association registration.