Laws of the Guangdong Province

Provisional Measures of Shenzhen Municipality on Trade Association

Chapter ¢ñ General Provisions

(Deliberated and adopted at the 151st meeting of the Executive Committee of the Third Shenzhen Municipal People' s Government, and promulgated by Decree 143 of Shenzhen Municipal People' s Government on 21, June, 2005)

Article 1 In order to normalize the organs and activities of trade association, safeguard the lawful rights and interests of it and exert its functions in socialist market economy, these measures are formulated in accordance with the basic principles of laws and regulations of the State and the actual circumstances of Shenzhen Special Economic Zone (hereinafter referred to as "Special Zone" ).

Article 2 "Trade association" in these measures refers to the nonprofit public organization of economic type, which is voluntarily composed of economical organization of the same or relevant trades or the subject of the same or relevant economic activities as main members, according to law.

The trade associations referred to in the preceding paragraph include the chamber of commerce and League according with the concept of trade union in these measures.

Article 3 Trade association represents the desire of its members, with the aim of safeguarding its members' lawful rights and interests, coordinating the relations between members, offering services to them, maintaining fair competition, linking up the connection between members and government as well as promoting the economic development of the same trade in this city.

Article 4 Trade association shall observe the provisions of laws, regulations, rules and these measures undertake activities according to the provisions of its constitution, and may not impair social public interests and its members' interests.

Article 5 The People' s Government of Shenzhen Municipality (hereinafter referred to as the municipal government) shall set up special working department, and authorize this department (hereinafter referred to as the directive, supervisory and administrative department of trade association of the municipal government) to perform the functions of examining, approving, supervising and administering the establishment and change of trade association, and be in charge of enacting policy, planning development, adjusting layout of trade association and cultivating and serving it.

The civil affairs department of the municipal government (hereinafter referred to as the municipal organization for the registration of social groups) shall perform the functions of registering, supervising and administering trade association according to law.

Relevant functional department of the municipal government shall perform functions to relevant trade association in accordance with law, cultivating market, directing and serving trade association, within their scope of function and powers.

Article 6 Government and relevant functional departments shall enact relevant supporting policies and measures, in order to support trade association to undertake activities according to law.

Article 7 The trade association established according to these measures shall crown the word "Shenzhen" before its title. The domicile of trade association is the place of its main working body.

Article 8 The registration of trade association' s establishment, change and cancellation shall be proclaimed by the municipal organization for the registration of social groups to public.

Chapter ¢ò Establishment of Trade Association

Article 9 The establishment of trade association shall be of certain representative of a trade.

Trade association shall be established abiding the principle of one association for one trade. It shall be established mainly according to the State standard of trade or product classification, or may be established according to the mode or link of operation, or the function of service.

The directive, supervisory and administrative department of trade association of the municipal government shall otherwise enact a concrete defining standard of trade and establishment Ö¸Òýof trade association, based on the State' s standard of trade or product classification and combining with the actual circumstances of this city, together with relevant functional departments of the municipal government.

Article 10 Any economic organization in this city, which has been registered and obtained the business license in accordance with law and has operated for 2 successive years, or more than 30 citizens in this city, who have acquired the State' s recognized practicing qualification of the same kind, may be the promotor or promotors to initiate the establishment of trade association.

Article 11 When applying for establishing a trade association, promotor shall submit the documents and materials prescribed in relevant laws, regulations and rules to the directive, supervisory and administrative department of trade association of the municipal government. The directive, supervisory and administrative department of trade association of the municipal government shall issue a written opinion of examination within 20 working days from the date on which it receives the application materials. If the establishment is approved, the promotor shall apply to the municipal organization for the registration of social groups for preparation and establishment registration with the approving document and relevant materials.

Before applying for establishing registration, promotor shall convene a meeting of preparation for establishment to adopt the constitution of trade association, elect main leading members of trade association, determine working place, raise registered capital and so on, then apply for establishment registration to the municipal organization for the registration of social groups.

In respect of the application for establishment registration satisfying the requirements, the municipal organization for the registration of social groups shall issue the certificate of approving registration within 20 working days from the date on which it receives the application materials, and make a duplicate for the directive, supervisory and administrative department of trade association of the municipal government simultaneously. Then, the trade association mayengrave official seal, open account and undertake activities to the outside.

Within 6 months from the date on which it obtains the certificate of approving registration, trade association shall convene the first general meeting of members or members' representatives to formally adopt the constitution of trade association, elect president, deputy president, directors and so on.

Article 12 Trade association shall formulate constitution when it is established. The constitution of trade association shall set forth the following matters: title, address, aim and functions of trade association, members' qualification, procedures for enrollment and withdrawal, members' rights and obligations, organs and their functions, the election measures of trade association' s principal and the time limit of his incumbency as well as the scope of his power, the mesures of paying membership dues, system governing the management of funds, the procedures of constitution' s modification and termination, other matters that need prescribing.

The constitution of trade association goes into effect only after it has been adopted by more than half of the members.

Chapter ¢ó Members

Article 13 The economic organization of the same or relevant trades or th3e subject of the same or relevant economic activities, which has been set up and acquired business license according to law, admitting the constitution of trade association and paying membership dues, may be a member of the trade association after its application is approved and being approved. If an organization or subject operates currently in more than 2 trades, it may join in every trade association separately.

Trade association may absorb a natural person as individual member.

Article 14 Members of a trade association enjoy the following rights:

(1) to attend the general meeting of members and participate in the activity of any kind undertaken by trade association;

(2) to preferentially enjoy the service of any kind provided by trade association;

(3) to participate the administration of trade association;

(4) to enjoy the right of voting and the right to be elected;

(5) to enjoy the voting power;

(6) to enjoy the right of supervision;

(7) to enjoy the freedom of withdrawing from trade association;

(8) other rights prescribed in the constitution of trade association.

Every member has one ballot of voting power, except that the constitution of trade association has separate provisions on the voting power of group member and individual member. When a member exercises the right mentioned above through the member' s representatives, the representative shall submit written document testifying he is the representative.

Article 15 Members of a trade association shall bear the following obligations:

(1) to observe the laws, regulations, rules, trade association' s constitution, trade regulations and stipulations;

(2) to implement the resolution of trade association;

(3) to fulfill the work arranged by trade association and submit statistical materials;

(4) to pay membership dues on time;

(5) other obligations prescribed in the constitution of trade association.

Chapter ¢ô Organs

Article 16 Trade association shall execute the system of members. General meeting of members or members' representatives consists of members. General meeting of members or members' representatives is the highest agency of power.

Article 17 A trade association with more than 100 members may have a general meeting of members. The general meeting of members' representatives is set up according to the constitution of trade association, which performs the functions and powers of general meeting of members. The members' representatives are elected by members.

Article 18 The general meeting of members is convened according to the constitution. If the board of directors deems it necessary or it is required by more than one fifth of the members, the board of directors may convene a temporary general meeting of members.

Article 19 The general meeting of members or members' representatives may only be convened with the presentation of more than half of the whole members or members' representatives.

A resolution of the general meeting of members or members' representatives shall go into effect only with the approval of half of the members or members' representatives presenting the meeting.

Resolutions about the following matters shall be adopted by two thirds of the members presenting the general meeting of members or members' representatives:

(1) deliberation of the board of directors' annual working report and trade association' s annual financial report;

(2) modification of trade association' s constitution;

(3) expulsion of a member;

(4) election and dismissal of the president, deputy president, director and supervisor;

(5) dissolution and liquidation of trade association.

Article 20 Trade association shall set up a board of director, which is the standing organ of the general meeting of members or members' representatives. The amount of members of board of director is better less than 40 per cent of the total amount of members. The board of director shall perform duties according to the resolution of the general meeting of members or members' representatives and the constitution of trade association.

The director shall be elected through secret and differential voting. Trade association is encouraged to elect the president, deputy president and managing director through public debate and differential voting.

Article 21 A trade association with more than 50 directors may elect standing directors from the directors to constitute board of standing directors.

The board of standing director shall perform the functions and powers prescribed in the constitution of trade association.

Article 22 The resolution of board of directors or standing directors shall be adopted by more than half of the directors or standing directors.

Every director or standing director has one voting power.

Article 23 The general meeting of members or members' representatives, or the meeting of board of directors shall be convened at least once a year, and the meeting of board of standing directors shall be convened at least twice a year.

Temporary meeting of board of directors or standing directors may be convened in accordance with the provisions in the constitution of trade association. The board of directors is composed of president, deputy president and directors. The board of standing directors is composed of president, deputy president and standing directors.

The incumbency of president, deputy president, standing director and director shall be prescribed by the constitution of trade association, but the incumbency of every session shall not exceed 3 years. When the incumbency is expired, they may be elected to hold the position again, but the posts of legal representative shall not be held for 2 successive sessions or more and other posts shall not be held 3 successive sessions or more. If other post needs to be held for exceeding 3 successive sessions or more indeed, it shall be deliberated and adopted by the board of directors or standing directors, be voted and agreed by two thirds of all members, and be reported to the directive, supervisory and administrative department of trade association of the municipal government and the municipal organization for registration of social groups for putting on record.

The meeting of the board of directors or standing directors shall be presided by president. If the president can' t attend the meeting for certain reason, it is presided by the deputy president authorized by the president or elected by the meeting of board of directors or standing directors.

Article 24 Trade association has one president, and may have one standing deputy president. The number of other deputy presidents may not exceed 20 per cent of the number of directors, which shall be concretely prescribed by the constitution of trade association.

The president may not hold a concurrent post of secretary-general.

The president and deputy president are nominated from directors by the board of directors and elected by the general meeting of members or members' representatives.

The dismissal of president or deputy president shall be proposed by more than one thirds director, and be voted and adopted by more than two thirds members who attend the general meeting of members or members' representatives.

Article 25 The president is the legal representative of trade association, except that the constitution of trade association provides otherwise. The president may not be elected as legal representative under one of the following circumstances:

(1) having undesirable credit records;

(2) serving public employment at the Party and government organization or institution;

(3) having been imposed a criminal penalty, except for negligent offense;

(4) being more than 68 years old at the time of election.

Article 26 Trade association shall have supervisor, or may have a board of supervisors. The number of supervisors shall be prescribed by the constitution of trade association. The supervisor shall be deliberated and nominated by the board of directors or standing directors and be elected by the general meeting of members or members' representatives. The supervisor shall be in charge of supervising the trade association' s business activities and financial management, and report work to the general meeting of members or members' representatives.

The supervisory shall attend the meeting of board of director or standing directors as a nonvoting delegate. When the trade association' s legal representative, secretary-general or financial executive changes, the supervisor shall preside financial auditing, and submit auditing report to the general meeting of members or members' representatives, and may directly report to the directive, supervisory and administrative department of trade association of the municipal government and the municipal organization for registration of social groups.

The member of board of director, secretary-general and financial executive of trade association may not hold a concurrent post of supervisor.

Article 27 Trade association shall set up a secretariat, which is the standing working body of trade association.

Trade association shall have a secretary-general, who is in charge of dealing with the daily work of the secretariat.

The secretary-general shall be appointed. The appointment and dismissal of secretary-general shall be proposed by president or one forth directors, be voted and adopted by the board of directors or standing directors. The secretary-general shall attend the meeting of board of directors or standing directors as a nonvoting delegate.

Article 28 The working staff of trade association shall be professional gradually. They shall be publicly advertised for from society, abiding the principles of fair competition and selecting the best.

Trade association shall conclude labor contract with its working staff according to the provisions of the Labor Law.

The working staff of trade association shall participate in basic pension insurance, employment injury insurance and local supplementary pension insurance according to the provisions of relevant laws and regulations.

Article 29 Trade association may set up professional committee or branch according to its need, which shall be set up and undertake activities according to the procedures of relevant national provisions.

Article 30 The organs, personnel, finance and assets of trade association shall be separated from those of the Party, government organization and institution.

The working staff of the Party, government organization and institution may not hold a concurrent post in trade association, and the working organs of the Party, government organization and institution may not handle official business at the same workplace with the working body of trade association.

The present assets of trade association shall be defined in accordance with law. In respect of the state-owned assets, relevant government department shall conclude relevant contract with trade association in accordance with law to deal with them.

Chapter ¢õ Functions and Rules of Conduct

Article 31 Trade association may perform the following functions:

(1) formulating and organizing the implementation of trade regulations and stipulations of this trade, establishing trade' s self-disciplinary mechanism;

(2) exploring market, issuing market information, recommending trade product or service, undertaking trade training and providing consulting service;

(3) reflecting the matters concerning trade interest to relevant state organization, putting forward opinions and suggestions in respect of economic policy and legislation;

(4) representing relevant economic organizations of this trade to file an application for anti-dumping, anti-subsidy or taking safeguards, and to participate in the response to action of anti-dumping;

(5) coordinating the disputes concerning business operation between its member and government, members themselves, member and non-member, member and consumer, and relevant affairs between this trade association and other trade associations or economic organizations;

(6) taking corresponding measures of trade self-disciplinary to the member, which violates the constitution of trade association, trade regulations or stipulations, or the whole trade interest;

(7) participating in the formulation of technical standard and planning of this trade, undertaking the cognizance of qualification according to relevant state provisions, providing the certificate of public credit, issuing the early warning of trade damage, organizing and promoting the implementation of trade standard;

(8) organizing its members to participate in internal and international economical and technical exchange, popularizing advanced technique and management experience, and constructing the public service flatform to serve the trade;

(9) other functions authorized by laws, regulations and rules or entrusted by government department and prescribed in the constitution.

Article 32 The government shall pay relevant fees to the entrusted trade association, if it entrust the trade association to undertake matters.

Article 33 The directive, supervisory and administrative department of trade association of the municipal government shall establish a system of comprehensive evaluation and assessment to direct and supervise trade association by classification.

Article 34 Trade association may not commit any of the following acts:

(1) cornering market, impairing fair competition, damaging the legal right and interest of consumer or non-number unit or public interest by making trade rules or other means;

(2) restricting its member to undertake legitimate business operation or participate in other social activities;

(3) giving discriminating treatment to different members, or restricting other members to exert functions in trade association;

(4) other acts prohibited by laws and regulations.

Article 35 If a member of trade association dissents from the implementation of trade rules or trade' s self-disciplinary measures or other decision of trade association, it may refer to trade association for revision.

If a non-member unit or consumer' s legal rights and interests are damaged by relevant measures of trade association, it may require the trade association to adjust or alter relevant measures.

Chapter ¢ö Funds and Financial Management

Article 36 The funds of trade association may be raised through the following means:

(1) membership dues paid by its members;

(2) appropriation and contribution acquired for undertaking matters entrusted by the municipal government or its relevant functional departments;

(3) earnings from the services of information consultation, talent training, technical lectures, compiling and printing materials, holding exhibitions and service projects, etc;

(4) other legal incomes.

Article 37 The standard of membership dues shall be deliberated and adopted by the general meeting of members or members' representatives.

When a member withdraws form trade association or is expunged, it may not require the trade association to refund the membership dues already paid and the assets contributed or donated.

Article 38 The funds expenditure of trade association include the following items:

(1) costs of undertaking business activities and holding meetings, and the daily administrative expenses;

(2) wages and welfare treatment of the full time personnel and engaging personnel of trade association;

(3) other normal expenditures needed for the members' interests and the aim of trade association.

The lawful incomes of trade association shall be used to the aim prescribe in the constitution of trade association and the activities within the business scope, and may not be diverted for other use. Profit distribution of any form is prohibited.

Article 39 Trade association shall have its own independent finance and bank account, observe relative provisions of the State and establish a sane and strict financial supervisory and administrative system of accounting.

Article 40 The board of directors and standing directors of trade association shall proclaim the incomes and expenditures of funds to the general meeting of members or members' representatives periodically, and report to the directive, supervisory and administrative department of trade association of the municipal government and the municipal organization for registration of social groups to receive their supervision and examination.

When a trade association changes its legal representative, secretary-general or relevant personnel in charge of finance, it shall conduct financial auditing to them. The fees of auditing shall be born by the trade association being audited.

Chapter ¢÷ Alteration, Dissolution and Liquidation

Article 41 The formalities of alteration and dissolution of trade association shall be cleared according to relevant laws, administrative regulations and rules.

Article 42 Trade association shall be dissolved for the following reasons:

(1) The general meeting of members or members' representatives makes a decision on dissolution for reasons of split or amalgamation;

(2) trade association is revoked in accordance with law.

Article 43 If the general meeting of members makes a decision on dissolution, it shall report it within 30 days to the directive, supervisory and administrative department of trade association of the municipal government for examination.

Article 44 When a trade association is dissolved, it shall set up a liquidating group and liquidate assets according to law.

The members of liquidating group shall be designated/ by the board of directors or standing directors. If they could not be designated, they shall be appointed by the directive, supervisory and administrative department of trade association of the municipal government.

Article 45 Trade association may not undertake new business activities during the period of liquidation.

Article 46 The fees of liquidation shall be paid from the assets of trade association preferentially.

Article 47 The residual property after liquidation shall be under the control of the directive, supervisory and administrative department of trade association of the municipal government.

If a new trade association of similar type is established, the residual property shall belong to the new established one.

Article 48 After liquidation, trade association shall go to the municipal organization for registration of social groups to cancel the registration, with the approval document of the directive, supervisory and administrative department of trade association of the municipal government.

Chapter ¢ø Legal responsibilities

Article 49 Any party, which undertakes activity in the name of trade association arbitrarily without being registered, shall be banned and be confiscated the illegal gains by the municipal organization for registration of social groups. If the circumstance is serious, it may be imposed a fine of 5 times of the illegal gains or less simultaneous. If its act constitutes a crime, it may be investigated for criminal responsibilities.

Article 50 If a trade association commits any one of the following acts, the directive, supervisory and administrative department of trade association of the municipal government may refer it to the municipal organization for registration of social groups to cancel registration, and the municipal organization for registration of social groups also may do so directly:

(1) gaining registration by playing falsification when applying for registration;

(2) failing to convene the general meeting of members (members' representatives) or meeting of the board of directors (standing directors) as prescribed in the constitution of trade association exceeding one year;

(3) being examined unqualified in successive 2 years' annual examination;

(4) the number of its members being less than 30 and failing to reach the requirement in 60 days.

Article 51 If a trade association fails to convene the first general meeting of members or members' representatives and adopts relevant decisions within 6 months from the municipal organization for registration of social groups issuing the approval certificate of registration, the municipal organization for registration of social groups shall revoke the approval certificate of registration and dissolve the trade association.

Article 52 If a trade association provides the financial budget and final accounts statements, which is false or withholds important facts, the directive, supervisory and administrative department of trade association of the municipal government shall refer it to the municipal organization for registration of social groups to impose a fine of 1000 yuan to 5000 yuan to the trade association and the person directly liable, or the municipal organization for registration of social groups directly do so. If the circumstance is serious, the trade association shall be investigated for criminal responsibilities.

Article 53 Any trade association, which violates these measures or other relevant provisions to collect fees or apportion arbitrarily from its members, shall be ordered to rectify and be confiscated the illegal gains by the directive, supervisory and administrative department of trade association of the municipal government.

Article 54 If the directive, supervisory and administrative department of trade association of the municipal government or the municipal organization for registration of social groups approves or registers the application of establishing trade association, which doesn' t accord with the provisions of these measures, it shall give administrative sanction to the person directly liable according to law.

Article 55 If the directive, supervisory and administrative department of trade association of the municipal government refuses to approve or the municipal organization for registration of social groups refuses to register the application of establishing trade association, which satisfys legal requirements, the party may apply for reconsideration or institute an administrative proceeding according to law.

Chapter ¢ù Supplementary Provisions

Article 56 The trade association established before the implementation of these measures shall be normalized according to these measures and relevant laws, regulations and rules on the administration of registration of social groups within one year from the date on the implementation of these measures.

Article 57 "More than" and "less than" in these measures include the number per se.