Article 1: The name of this association is Shanghai Association For Rare Earth, which is abbreviated as SARE.

Article 2: According to the Regulations on the Administration of Registration of Social Organizations, this association is a professional and non-profit mass organization as legal person which is composed of enterprises and institutions focusing on the R&D, processing and application of rare earth materials in Shanghai.

Article 3: The aim of SARE is to combine enterprises and institutions in Shanghai focusing on research and development, processing and application of rare earth materials to promote the development and application of rare earth materials and accelerate the development of local rare earth industry through various professional activities and services.

Article 4: The registration authority of SARE is the Shanghai Municipal Administration of Social organizations, and the competent department of the relevant industries is the Shanghai Economic and Information Commission. The association shall accept the supervision, administration and business guidance of the registration authorities and the competent department of relevant industries.

Article 5: The residence and activity area of the association: Shanghai.

Chapter II Tasks, Business Scope, Activity Principles

Article 6: The tasks of SARE

(1). Studying and discussing the development direction, development planning and market operation and other issues of  rare earth materials research and development, processing and application enterprises and institutions in Shanghai, and on behalf of the enterprises and institutions of SARE to put forward suggestions and opinions to the relevant government departments;

(2)Coordinating member disputes and maintaining fair competition;

(3)Assisting members in product structure adjustment, coordination of supply and marketing and supply and marketing docking work;

(4)To do a good job in the statistical work of the enterprises and institutions of the association and provide members with relevant information; to analyze the situation and provide consultation services;

(5)Strengthening the cooperation and communication between enterprises, accepting the consultation of members, and promoting the friendly exchanges between the members and the rare earth enterprises, commercial associations and scientific research groups at home and abroad;

(6)Assisting the development of science and technology,  organizing professional training, scientific and technological achievements appraisal, the acceptance inspection, award and promotion of projects to accelerate the development of rare earth materials and promote the combination of production,university and research.

(7) Strengthening external publicity, establishing an information publishing platform-Shanghai Rare Earth Network truly, fairly and honestly and the official bulletin- "Shanghai Rare Earth";

(8)Undertaking tasks entrusted and arranged by government departments;

(9) Developing new members.

Article 7: Our business scope is to provide consultation, information and scientific and technological achievements transformation services for our members, to carry out cooperation and exchange at home and abroad, to organize professional training and to undertake government entrusted work.

Article 8: The Activity Principles of Our Association

(1)SARE shall abide by the Constitution, laws, regulations and state policies, consciously abide by the basic principles set forth in the Constitution, consciously safeguard the unity and security of the country, and consciously safeguard the national interests, the public interest and the lawful rights and interests of other organizations and citizens, abide by the public morality and public order and good customs and carry out public welfare or non-profit activities in accordance with the approved articles of association;

(2)Establishing the association democratically, implementing democratic centralism , setting up democratic decision-making, democratic election and democratic management systems. The generation of leading body and the decision-making of major matters must be discussed collectively and decided in accordance with the principle of minority obedience to the majority ;

(3)When the association carries out activities, it should be honest and trustworthy, fair and impartial, not fraudulent, and will not harm the interests of the country, members and individuals;

(4).SARE adheres to the principle of "Operating the association by our own"with self-working, self-employed and self-financing.

Chapter III Members

Article 9: SARE is composed of unit members.

Article 10: To apply for membership in the association, the following conditions should be satisfied:

(1) Recognizing the articles of SARE;

(2) Joining the association voluntarily;

(3) Having a certain influence in the business field of SRAEE;

(4) Shall be the enterprises and institutions engaged in rare earth materials R&D, teaching, production,application trading and other relevant services

Article 11: The procedure for membership entry:

(1) Submitting an application for admission;

(2) After approved by the council, the relevant certificate of acceptance shall be issued.

Article 12: The members have the following rights:

(1) The right to vote and to be elected of SARE;

(2) The right to participate in the activities of SARE;

(3) Priority in obtaining the services of SARE;

(4) The right to know the articles of association, rules and regulations, membership register, register of directors , meeting minutes, meeting resolutions, meeting summaries, financial audit reports, etc.;

(5) The right of proposal, suggestion and supervision;

(6) Voluntary membership and freedom to withdraw;

(7) Other rights stipulated in laws, regulations, rules and articles of association.

Article 13: Members shall perform the following obligations :

(1) To abide by the constitution of SARE;

(2) To implement the resolutions of SARE;

(3) To safeguard the legitimate rights and interests of SARE;

(4) To complete the work assigned by SARE;

(5) To reflect the situation to SARE and provide the relevant information;

(6) To pay membership dues as required;

(7) Other obligations stipulated in laws, regulations, rules and articles of association.

Article 14: Members should submit a written letter to the association and return the relevant certificates when they want to withdraw from the association.

If a member fails to pay the membership dues or does not participate in the activities of the association within a year without any cause or reason, it will be deemed that he voluntarily withdraws the membership and SARE will cancel its membership.

Article 15: If a member seriously violates national laws, regulations, rules or articles of the association, its membership shall be revoked and officially publicized if adopted by a vote of more than two-thirds of the members of the association.

If a member disagrees with the decision of disqualification, he or she may lodge a complaint, the council shall make a reply. If necessary, it shall be submitted to the general meeting of members for consideration and reply.

Article 16:SARE establishes a complete membership register and member integrity files, and timely adjusts according to the changes.

Chapter IV Organization and Responsible Person

Article 17: The highest authority of SARE is the general meeting of the members.

Article 18: The responsible person of SARE refers to the president, vice president and secretary general.

The responsible person of SARE should abide by the provision of laws, regulations, rules and  articles of association, faithfully perform their duties, safeguard the rights and interests of the association and abide by the following code of conduct:

(1) Exercising the right within the job scope and never exceeding authorities;

(2) Not using authority to seek improper benefits for oneself or others;

(3) Not engaging in activities that harm the interests of the association.

Article 19:  A general meeting of members shall be held at the expiration of four years. In case of special circumstances, the council shall decide to convene at any time. When an extension election at expiration of office terms is required by special circumstances, it shall be approved by the council and submitted to the registration authority for approval. The extension of the term of office shall not exceed one year.

Article 20: The general meeting shall be held at least once a year. The meeting must be attended by more than two-thirds of its members and its resolution must be approved by more than half of its attending members. A decision to terminate a meeting shall be valid only if a majority of the members have actually agreed to it. The formulation and amendment of the articles of association shall be valid only if it is approved by a vote of more than two-thirds of the members attending the meeting..

A temporary general meeting of members can be convened upon the proposal of more than half of the directors or 1/5 or more members. If the president cannot or does not convene, the proposed directors or members can elect the convenor. The president or convenor shall notify all members of the meeting 5 days in advance and inform the agenda of the meeting if convening temporary general meeting of members.

Members may appoint other members to attend the meeting as agents, and the agents shall produce power of attorney and exercise their voting rights within the scope of authorization.

Article 21: The function and power of the general meeting of members are :

(1) To formulate and amend the articles of association;

(2) To formulate and amend the membership dues standards;

(3) To formulate and amend the measures for the election of president, vice-president, directors and supervisors;

(4) To elect or remove board members and supervisors;

(5) To deliberate the work report and the financial report of the council;

(6) To deliberate the work report of supervisors;

(7) To alter or rescind inappropriate decisions of the council;

(8) Decides to rename, terminate and other important matters;

(9) To determine other important matters.
    

Article 22: SARE establishes council and the council members shall be elected by the general meeting of the members. The council is the executive body of the association, which is responsible for leading the daily work of the association, and is responsible to the general meeting of members.

The term of office of the council shall be 4 years and the general meeting shall be convened for general election when the term expires. Any extension of the term due to special circumstances shall be approved by the council and submitted to the registration authority for approval. The extension of the term of office shall not exceed one year. The members may be re-elected.

Article 23: The functions and powers of the council are:

(1) To implement the resolutions of the general meeting of members;

(2) To convene the general meeting of members and submit the work report and the financial report to the meeting;

(3) To draft articles of association, draft criteria for membership dues, draft methods for the election of directors, vice-president and president, and submit to the general meeting of members for approval;

(4) To decide on the establishment, alteration or cancellation of administrative offices, branches, representative offices and entities, and to file or apply for registration with the registration authority according to laws;

(5) To determine the removal of members;

(6) To elect or remove the president or vice-president;

(7) To determine the appointment and removal of the secretary general on the basis of the nomination of the president;

(8) To determine the appointment and removal of the deputy secretary general and the principal heads of agencies;

(9) To decide on the employment or dismissal of the staff of the agencies;

(10) To lead the work of the agencies;

(11) To establish internal management system;

(12) To hear, deliberate and examine the work of the secretary general;

(13) To determine other important matters .

Article 24: The council meeting shall be convened at least twice a year, may be convened at any time in special circumstances.

The council meeting is convened and presided over by the president, which shall be convened if more than 1/3 directors proposed. If the president cannot or does not convene, the proposed directors may elect the convenor. The president or convenor shall notify all the council members 5 days in advance and inform the agenda before the meeting.

The council meeting shall be attended by the council members themselves. If the council member is unable to attend for some reason, he may entrust other council member to attend in written form. The letter of attorney shall specify the authorization matters.

The council meeting shall be convened with more than 2/3 members attending, and its resolution shall be approved by more than 2/3 council members.

The additional member shall be elected by the general meeting of members. A by-election may be made by the council under special circumstances, but the by-election members shall be confirmed by the next general meeting.

The secretary general shall attend the council meeting.

Article 25: The general meeting of members and the council shall vote in a democratic manner . The election of members , the president and the vice-president, the formulation or revision of the standards of membership dues shall be carried out by secret ballot .

The meeting minutes shall be made for the above mentioned meetings and the meeting resolution and summary shall be made if formed a resolution. The resolutions of the council meeting shall be deliberated and signed by the present council members on the spot.

Article 26: The responsible person and the supervisor  of SARE must meet the following requirements:

(1) Adhering to the Party's line, principles and policies and abiding by the laws and regulations of the state;

(2) Having a great influence and a higher reputation in the field of the association;

(3) The maximum age for service is generally not more than 70 years old;

(4) Being in good health and able to work normally;

(5) Never been subjected to criminal penalties for deprivation of political power;

(6) Having complete capacity for civil conduct;

Article 27: The president of SARE is also the legal representative. The legal representative of SARE shall not act as the legal representative of any other social organization at the same time. The legal representative shall be a resident of the mainland of China.

If the legal representative of SARE is required to make a decision and is unable to perform his duties for special reasons, the council shall make a decision and form a resolution according to the principle of the minority subject to the majority.

Article 28: A person who is in any of the following circumstances shall not be the principle of the association:

(1) A person who is sentenced to public surveillance, criminal detention or set term of imprisonment for a crime and not exceeding 5 years since the date of completion of the execution of his sentence;

(2) Being sentenced to deprivation of political rights for a crime or having been sentenced to deprivation of political rights;

(3) Having served as a person in charge of a social organization whose registration has been revoked because of the violation of the law, and who is personally responsible for the unlawful act of the social organization, not exceeding three years since the date on which the social organization was revoked;

(4) Not having complete capacity for civil conduct.

Article 29: The president of the association shall be held by the business operator, and the president shall not serve more than two terms. Those who need to be re-elected because of special circumstances shall be approved by the council and submitted to the registration authority for approval before assuming office.

Article 30: The president of SARE shall exercise the following functions and powers:

(1) Presiding over the general meeting of members, convening and presiding over the council meeting;

(2) Reviewing the implementation of the resolutions of the conferences;

(3) Leading the work of the council;

(4) On behalf of the association to sign important documents;

(5) Other functions and powers stipulated in the articles of association.

Article 31: The secretary general of this association is generally a full-time. The secretary general shall acting under the authority of the council to exercise the following authority:

(1) Responsible for the daily work of the office and organize the implementation of the annual work plan;

(2) To coordinate the work of branches and representative offices;

(3) To draw up internal management rules and regulations and submit them to the council for deliberation and approval;

(4) To propose to the Council about the appointment or dismissal of deputy secretary general and heads of the agencies;

(5) To propose to the council about the recruitment or dismissal of the staff of the agencies;

(6) To report to the president and the council on their work;

(7) To handle other daily affairs.

Article 32: SARE has a secretariat as daily working body to handle our daily routine work.

The secretary general is responsible for the routine work of the secretariat.

The establishment of daily administrative office shall be approved by the council and submitted to the registration authority for the record.

The full-time staff of the association shall attend the post training organized by the registration authority or the competent department in charge of the industry, be familiar with and understand the laws, regulations and policies of social organizations, and strive to improve their professional qualification.

Article 33: SARE has 1 supervisor, who is elected or removed by the general meeting of members. The person in charge of the association, the council members and the financial officer shall not concurrently act as supervisor. Each term of office of the supervisor is the same as that of the council members, and the supervisor may be re-elected.

Article 34: The rights and duties of supervisors:

(1) Reporting work to the general meeting;

(2) Supervising the election and recall of the general meeting and the council; to supervise the council and to implement the resolutions of the general meeting of members;

(3) Checking the financial and accounting data of the association, and reporting to the registration authority and the tax and accounting competent department;

(4) To attend the council meetings and have the right to submit questions and recommendations to the council;

(5) To monitor the council's compliance with the laws and regulations and the articles of association. When the president, vice president, council members or secretary general carry out business activities against the interests of the association, the supervisor shall ask them to correct, and report to the general meeting of members or relevant government departments if necessary.

     Supervisors shall abide by the relevant laws and regulations and the articles of association, accept the leadership of the general meeting of members, and consciously perform their duties.

Chapter V The Management and Use of Property

Article 35: The revenue of SARE comes from:

(1) Membership dues;

(2) Voluntary contributions by natural persons, legal persons or other organizations;

(3) Government funding;

(4) Income from activities or services carried out within the approved scope of operations;

(5) Interests;

(6) Other legitimate income.

Article 36: The income of the association and its utilization shall be announced to the general meeting of members and subject to the supervision and inspection of the general meeting of members.

If the association accepts donations and grants from abroad, the acceptance and use situations shall be reported to the registration authority and the competent department in charge of the relevant industry.

Article 37: The income obtained by the association shall be fully used for registration and approval or the public welfare and non-profit undertakings as stipulated in this article except for some reasonable expenditure in relation to the association. It will not be allocated among the members. The loss of the taxable income and its related costs shall be accounted for separately with the tax-free income and its related costs, expenses and losses.

Article 38: The property and fruits of the association shall not be used for distribution, but shall not include reasonable payroll expenses.

The wages, social benefits and other expenses of the full-time staff of the association shall be kept within the prescribed proportion so that the property of the association shall not be allocated in disguised form, among which, the average salary level of a staff members shall not exceed twice the average wage level in the place where the tax registration was made last year, and the welfare of the staff members shall be implemented in accordance with the provisions of the state. It shall be formulated and executed by the council in accordance with the relevant national policies, and shall be paid from the revenue of the association.

Article 39: The property of the association shall not be encroached, privately distributed and misappropriated by any units or individuals.

The sponsor does not reserve or enjoy any property rights over the property invested in the association.

Article 40: SARE implements the “Accounting System for Non-governmental Non-profit Organizations” to conduct financial accounting,establish and perfect internal accounting supervision system according to laws, and ensure that the accounting materials are legal, true, accurate and complete.

SARE uses the social group bill stipulated by the state.

SARE accepts tax supervision and accounting supervision conducted by the tax administration and accounting department according to law.

Article 41: SARE is equipped with qualified accountants. The accountant does not concurrently act as a cashier. When an accountant transfers or leaves his post, he must complete the handover procedures with the take-over personnel.

Article 42: From 1 January to 31 December is an operation and accounting year for the association. The council shall deliberate and approve the following items before 31 March each year:

(1) The business report and the final accounting of revenue and expenditure of last year;

(2) The business plan and the budget for revenues and expenditures of  current year;

(3) Inventory of property.

Article 43:The financial audit shall be carried out and submitted the audit report to the registration authority if there is any change of the term of office and the replace of the legal representative. Prior to cancellation of liquidation, financial audit of closing business shall be carried out.

Chapter VI Annual Inspections, Reports on Major Matters and Disclosure of Information

Article 44: SARE accepts the annual inspection of registration authority according to the stipulation of “Regulations on the Administration of Registration of Social organizations”.

Article 45: SARE shall fulfill its reporting obligations in accordance with the relevant requirements and guidelines of the registration authority for the reporting of major matters.

Article 46: SARE shall fulfill its information disclosure obligations in accordance with the relevant requirements and guidelines of the registration authority for the information disclosure.

Chapter VII Termination and Disposal of Surplus Property

Article 47: SARE shall terminate under any of the following circumstances:

(1) Accomplishing the purposes stipulated in the articles of association;

(2) Resolved to dissolve；

(3) Must dissolved due to the merger or the separation;

(4) Terminating due to other reasons.

Article 48: If SARE terminates, the council shall move a motion for termination and report to the registration authority within 15 days after the approval by the general meeting of members.

Article 49: Prior to the termination of the association, a liquidation group shall be set up under the guidance of the registration authority, relevant industry competent departments and other relevant authorities to settle the claims and debts and deal with the aftermath.

The surplus property of the association shall be used for public welfare or non-profit purposes under the supervision of the registration authority, or shall be donated by the registration authority to a social public welfare organization of the same nature and with the same purpose, and shall be announced to the public.

Article 50: During the period of liquidation, no activities other than liquidation shall be carried out; within 15 days from the date of completion of liquidation, an application for cancellation of registration and a liquidation report signed by the legal representative shall be submitted to the registration authority for cancellation, and the termination will come into effect upon completion of cancellation of registration.

Chapter Ⅷ Supplementary Articles

Article 51: The articles of association was approved by the vote of the second session first general meeting of members on May 25, 2017.

Article 52: The right to interpret of this articles shall be vested in the council of the association.

Article 53:  The amendments to the articles shall be submitted to the general meeting for consideration and adoption after the council has voted on them. Within 30 days after the approval of the general meeting, it shall be submitted to the registration authority for check and approval.

Article 54: These articles shall come into effect after the approval of the registration authority.

Article 55: In the event of inconsistency with national laws, regulations, rules and policies, these articles of association shall be governed by national laws, regulations, rules and policies.