Article 1 The name of this Association is Shanghai Electronic Commerce Association (hereinafter referred to as "the Association"), and the English name is Shanghai Electronic Commerce Association. (English abbreviation: SECA. )

Article 2 This Association is established according to the spirit of Regulations on the Administration of Registration of Social Organizations and Several Provisions of Shanghai Municipality on Promoting the Development of Trade Associations. It is a cross-departmental and cross-ownership non-profit industrial social group legal person voluntarily composed of enterprises and institutions engaged in e-commerce in this Municipality (including foreign-funded and Sino-foreign joint ventures registered in this Municipality) and other economic organizations, and implements industrial services and self-discipline management.

Article 3 The purposes of this Association are: service, self-discipline, representation and coordination. By serving member units, industry self-discipline, representing the overall interests of the industry, coordinating member-related affairs, and promoting the healthy and standardized development of e-commerce in Shanghai.

Article 4 The competent authority of this Association is the Shanghai Information Committee, the competent authority is the Shanghai Social Service Bureau, and the registration authority is the Shanghai Association Administration. At the same time, the association accepts the business guidance, supervision and management of Shanghai Information Commission, Shanghai Social Service Bureau and Shanghai Association Administration.

Article 5 The domicile and activity area of this Association: Shanghai.

Chapter II Tasks, Scope of Business and Principles of Activities

Article 6 The tasks of this Association are:

(a) to publicize and implement the relevant national guidelines, policies and laws and regulations; Put forward opinions and suggestions on the development of e-commerce to relevant government departments; Assist the government to formulate (revise) policies, regulations and standards related to e-commerce and promote their implementation;

(two) to carry out a survey of the basic situation in the field of e-commerce, to provide members and relevant departments with information on the development of e-commerce, market trends and economic forecasts, to do a good job in information consulting services and policy, technology, industry and market orientation, and to assist government departments in formulating long-term and medium-term development plans for e-commerce;

(three) actively carry out academic exchanges in e-commerce; Promote the popularization of e-commerce knowledge and skills training; Carry out e-commerce legal consultation and legal services;

(four) to strengthen cooperation and exchanges at home and abroad, organize or participate in exhibitions of new products and technologies of e-commerce at home and abroad, serve enterprises to explore domestic and foreign markets, and promote new technologies of e-commerce suitable for China's national conditions;

(five) to guide enterprises and institutions to take customers as the center, actively participate in relevant e-commerce certification and quality supervision activities, and improve product quality and service quality;

(six) to cooperate with relevant government departments to promote online entrepreneurship;

(seven) actively carry out the technical consultation and technical service work of the association, and provide demonstration and consultation for e-commerce investment and development projects and feasibility plans according to the entrustment of government departments or enterprises and institutions;

(eight) the development of information resources, editing and publishing e-commerce books, audio-visual materials;

(nine) to improve industry regulations, prohibit unfair competition, safeguard intellectual property rights and safeguard the legitimate rights and interests of members;

(ten) to complete other matters entrusted by the government or members.

Article 7 The business scope of this Association: technical exchange, consulting and training, intermediary services, holding exhibitions, publishing materials, and undertaking matters entrusted by the government and other relevant departments.

Article 8 The principles of the Association's activities are as follows:

(1) The Association shall carry out its activities in accordance with the approved articles of association and abide by the relevant laws, regulations and policies of the State and Shanghai;

(two) the activities of this association are honest and trustworthy, fair and just, and do not resort to deceit, which harms the interests of the state, other units and individuals;

(three) the association does not engage in business activities in the name of the association. Activities carried out in the name of business units do not compete with enterprises in the industry;

(4) The Association follows the principles of "democratic centralism" and "holding meetings independently" when carrying out activities, so as to work independently, choose their own jobs and be responsible for their own profits and losses.

Chapter III Members

Article 9 Members of this Association are unit members.

Article 10 A member applying to join this Association must meet the following requirements:

(1) Enterprises in the same industry and other relevant organizations;

(2) voluntarily joining the association;

(3) Acknowledge the Articles of Association.

Eleventh membership procedures are:

(1) submitting an application for membership;

(2) The Council of this Association authorizes the secretariat to approve and issue membership cards.

Article 12 Members shall enjoy the following rights:

(a) Have the right to vote, to be elected and to vote in this Association;

(two) to participate in relevant activities organized by the association;

(three) the priority of obtaining the service of this association;

(four) have the right to know, criticize, suggest and supervise the work of this association;

(5) Freedom of voluntary membership and withdrawal;

(six) give priority to the use of relevant books and materials published by the association.

Article 13 Members shall perform the following obligations:

(a) abide by the articles of association, implement the resolutions of the association, abide by the rules and regulations, and safeguard the reputation and interests of the industry;

(two) to complete the work entrusted by this association, and to support and participate in various activities of this association;

(3) Paying membership fees according to regulations;

(four) take the initiative to reflect the situation to the association; Provide relevant information and reports.

Article 14 When a member withdraws from the meeting, he shall submit a written letter to the Association and return his membership card.

If a member fails to pay the membership fee or participate in the necessary activities organized by the association within two years without reason, it will be regarded as automatic withdrawal.

Fifteenth members who seriously violate national laws, regulations or the Articles of Association, with the consent of more than two-thirds of the participants of the Council, will be removed from the list and publicized.

If a delisting member refuses to accept the decision of the board of directors, he may lodge a complaint within 30 days from the date of receiving the decision, and the board of directors will hear and give a reply; If it is difficult for the Council to make a decision on a complaint with significant social impact, it may recommend that it be submitted to the General Assembly for consideration.

Chapter IV Organizational Structure

Article 16 The organizing principle of this Association is democratic centralism. The composition of the leading group and the decision-making on major issues must be decided through collective discussion in accordance with the principle that the minority is subordinate to the majority.

Article 17 The highest authority of this Association is the general meeting of members, with a term of four years. If it is necessary to change the membership in advance or postponed due to special circumstances, it must be voted by the board of directors, reported to the Shanghai Municipal Social Service Bureau and the Shanghai Municipal Information Commission for review, and approved by the Municipal Association Administration. However, the term of office shall not be extended for more than one year. The functions and powers of the General Assembly are:

(a) to formulate and amend the articles of association;

(2) Electing or dismissing directors;

(three) to consider and decide the membership fee standard;

(four) to consider the work report and financial report of the Council;

(five) to decide on major issues such as the renaming and termination of the association;

(six) other major issues that need to be decided by the general meeting of members.

Article 18 The general meeting of members shall be held once a year. Members shall designate a member representative to attend the general meeting of members and exercise voting rights on their behalf. A general meeting of members must be attended by more than two-thirds of the members' representatives, and its resolutions must be attended by more than two-thirds of the members to take effect.

A member may entrust an agent to attend the meeting, and the agent shall present the power of attorney issued by the member unit and exercise the voting right according to the scope of authorization.

Article 19 The Association shall have a board of directors, which shall be elected by the general meeting of members and be the executive body of the general meeting. During the closing of the general meeting, lead the association to carry out daily work and be responsible for the general meeting. The total number of directors shall not exceed one third of the total number of members.

The term of office of the Council is four years. When the term of office expires, a general meeting of members shall be held to hold a general election.

Article 20 The functions and powers of the Council are:

(1) Convening a general meeting of members and submitting work reports and financial reports to the general meeting of members;

(two) to implement the resolutions of the general assembly;

(three) to elect or recall the president and vice president of the association;

(4) To decide on the appointment and removal of the Secretary-General on the nomination of the President;

(five) according to the nomination of the Secretary General, decide the appointment and removal of the Deputy Secretary General and the principal responsible persons of various institutions;

(six) to decide on the establishment and cancellation of offices, branches, representative offices and entities;

(seven) to lead the institutions of the Association to carry out their work;

(eight) to formulate internal management system;

(nine) to listen to and consider the work report of the Secretary-General and inspect the work of the Secretary-General;

(10) To decide on the recall of members;

(eleven) to decide on other major issues.

Article 21 The Council shall meet at least once a year; Special circumstances can be held at any time. Other directors are nominated by the board of directors and must be elected by the general meeting of members. Under special circumstances, the board of directors may hold a by-election, but the by-election of directors shall be confirmed by the next general meeting of shareholders.

Article 22 The meeting of the Council shall be convened and presided over by the President.

One third of the directors suggested that a board meeting must be held. If the chairman is unable to convene the meeting, the proposing director may elect the convener. When convening a board meeting, the president or convener shall notify all directors five days in advance.

The board meeting shall be attended by the directors themselves. If a director is unable to attend for some reason, he shall entrust other directors to attend on his behalf in writing, and the authorization shall be specified in the power of attorney.

Article 23 The meeting of the board of directors can only be held when more than two thirds of the directors are present, and the resolutions of the board of directors can only take effect when they are voted by more than two thirds of the directors present.

Article 24 The general meeting of members of the Association exercises the functions and powers of the second and third paragraphs of Article 18, and the Council exercises the functions and powers of the third paragraph of Article 21. The voting is conducted by secret ballot.

Minutes shall be made for the meetings of the Council, and minutes shall be made if resolutions are formed. The minutes of the board meeting shall be reviewed and signed by the directors present at the meeting.

Article 25 The president of this Association is the legal representative. The legal representative of this Association shall not concurrently serve as the legal representative of other social organizations. At present, the legal representative of this association has no public office in state organs.

Article 26 The president and vice-president of this Association must meet the following conditions:

Adhere to the party's line, principles and policies;

(2) It has great influence or high reputation in the industry of this Association;

(three) the maximum age is generally not more than 70 years old;

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

(5) Having full capacity for civil conduct.

Twenty-seventh any of the following circumstances, shall not serve as the president or vice president of this association:

(1) Being sentenced to public surveillance, criminal detention or fixed-term imprisonment for a crime, and the execution has not been completed for more than five years;

(2) Being sentenced to deprivation of political rights due to a crime, being executed or being sentenced to deprivation of political rights;

(3) Being the person in charge of a social organization whose registration has been revoked due to violation of laws, and being personally responsible for the illegal acts of the social organization, and less than five years have passed since the date of revocation of the social organization;

(4) Not having full capacity for civil conduct;

(five) the current state organs.

Article 28 The term of office of the President of this Association is the same as that of the Council, and the re-election shall generally not exceed two terms. If it is necessary to be re-elected due to special circumstances, it must be voted by more than two-thirds of the members of the general assembly, reported to the competent business unit for examination and approval, and approved by the registration authority before taking office.

Article 29 The President of this Association shall exercise the following functions and powers:

(1) Preside over the general meeting of members, and convene and preside over the Council;

(two) to check the implementation of the resolutions of the meeting;

(3) To lead the work of the Council and sign relevant important documents on behalf of the Association;

(4) Nominating candidates for the Secretary-General of the Association;

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

Article 30 The secretariat of this Association is the daily office of the Council. The Secretary-General shall preside over the day-to-day work of the Secretariat, and his qualifications shall refer to Article 26. The staff of the Secretariat shall be full-time, and the personnel distribution system and social security system shall be implemented in accordance with the relevant provisions of this Municipality.

Article 31 The Secretary-General of the Association accepts the leadership of the Council and strictly implements the resolutions of the general meeting of members and the Council. The Secretary-General should be a full-time employee. The Secretary General of the Association shall exercise the following functions and powers:

(a) to preside over the daily work of the Secretariat and organize the implementation of the annual work plan;

(2) Coordinating the work of branches, representative offices and entities;

(3) Nominating the heads of branches, representative offices and entities and submitting them to the Council for decision;

(four) to formulate internal management rules and regulations, and organize their implementation after approval by the Council;

(five) report to the president and the Council;

(6) Handling other daily affairs.

Thirty-second full-time staff of the Association shall participate in the on-the-job training organized by the registration authority or the competent business unit, be familiar with and understand the laws, regulations and policies of social organizations, and strive to improve their professional ability.

Chapter V Principles of Asset Management and Use

Thirty-third sources of income of this Association:

(1) membership fees;

(2) Voluntary donations from natural persons, legal persons or other organizations;

(three) to undertake the funding entrusted by government departments;

(4) Income from activities or services provided within the approved business scope;

(5) interest;

(6) Other lawful income.

Article 34 The property and other income of this Association shall be protected by law, and no unit or individual may occupy, privately divide or misappropriate it.

Article 35 The Association shall collect membership fees according to the membership fee standards adopted by the general meeting.

Article 36 the funds of this association must be used for the business scope and career development as stipulated in the articles of association, and shall not be distributed among members.

Article 37 The Association shall implement the Accounting System for Non-profit Organizations, conduct accounting according to law, establish and improve the internal accounting supervision system, and ensure the legality, truthfulness, accuracy and completeness of accounting materials.

Article 38 The sources of assets of this Association belong to government subsidies and social donations. It shall promptly report the acceptance and use of funds and donations to the competent business unit and the registration authority, and openly accept the supervision of the organizers, donors and the society.

If a donation agreement is signed with a sponsor or donor, it must be used in accordance with the purpose, method and time limit agreed in the donation agreement. If the association uses donated property in violation of the donation agreement, the investors and donors have the right to require the association to abide by the donation agreement or apply to the people's court for cancellation of the donation or termination of the donation agreement.

Article 39 This Association shall accept the tax supervision and accounting supervision carried out by the competent tax and accounting departments according to law.

Article 40 The Association shall be staffed with accountants with professional qualifications. Accounting personnel shall not concurrently serve as cashiers. When an accountant transfers his job or leaves his post, he must go through the handover procedures with the recipient.

Article 41 The wages, insurance and welfare benefits of the full-time staff of this Association shall be implemented in accordance with relevant state regulations.

Article 42 The operating fiscal year of this Association is from 65438+ 10/to 65438+February 3 1. Before March 3 1 every year, the board of directors will examine and approve the following matters:

(a) the business report and final accounts of the previous year;

(2) Annual business plan and budget;

(3) list of property.

Article 43 When the Association changes its term of office, legal representative or liquidation, it shall conduct a financial audit and submit it to the registration authority and the competent business unit.

Article 44 This Association shall, in accordance with the Regulations on the Administration of Registration of Social Organizations, accept the annual inspection organized by the registration administration organ.

Chapter VI Termination and Procedure and Disposal of Property after Cancellation

Article 45 In any of the following circumstances, the Association shall be terminated:

(a) to complete the purpose stipulated in the articles of association;

(two) unable to continue to engage in public welfare activities in accordance with the purposes stipulated in the articles of association;

(3) Division or merger;

(4) Dissolve by itself.

Article 46 If the association terminates, the board of directors shall propose a termination proposal, which shall be submitted to the competent business unit for review within 15 days after being voted by the general meeting of members. Apply to the registration authority for cancellation of registration within 15 days after the approval of the competent business unit.

Forty-seventh before the termination of this association, a liquidation organization shall be established under the guidance of the registration authority and the competent business unit to clean up the creditor's rights and debts and deal with the aftermath. During the liquidation period, no activities other than liquidation will be carried out.

Article 48 This Association shall be terminated after the cancellation of registration by the social organization registration authority.

Article 49 The surplus property after cancellation of this Association shall be used for public welfare undertakings in the following ways under the supervision of the competent business unit and the registration authority:

(1) Developing undertakings related to the aims of the Association;

(2) Developing undertakings related to the development of e-commerce in Shanghai.

If it cannot be handled in the above way, the registration authority will organize donations to social welfare organizations with the same nature and purpose as this public welfare association, and make an announcement to the public.

Chapter VII Supplementary Provisions

Article 50 The amendment of the Articles of Association shall be adopted by the board of directors and submitted to the shareholders' meeting for deliberation and approval. Within 15 days after the adoption of the general meeting, it will take effect after being reported to the competent business unit for examination and approval and submitted to the registration authority.

Article 51 The Articles of Association was adopted by voting at the first general meeting of the second session of the Company on May 26th, 2008. Where the provisions of the Articles of Association are inconsistent with the national laws, regulations and policies, the national laws, regulations and policies shall prevail.

Article 52 The right to interpret the Articles of Association belongs to the Council of the Association.

Article 53 The Articles of Association shall come into force as of the date of approval by the registration authority.