Organization Constitution - Hong Kong International Blockchain and Financial Association

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A Corporation Without Equity Guaranteed

HONG KONG INTERNATIONAL BLOCKCHAIN & FINANCIAL ASSOCIATION LTD.

Memorandum of Association

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Chapter 1 General

Article 1 Name:

Chinese name of the association: 香港國際區塊鏈金融總會

English name: Hong Kong International Blockchain & Financial Association

Abbreviated as: HKIBFA

Article 2 Policy Guidelines:

The Hong Kong International Blockchain Finance Association is a Hong Kong-based international company, and is voluntarily formed by those engaged in blockchain technology exchange, financial technology development exchanges, technology application exchanges, blockchain community development exchanges and other enterprises and institutions, etc., and registered with the Hong Kong government to have its legal personality, being a non-profit, industry-based social group.

Article 3 Purpose:

The purpose of this Association is to promote the sustainable development of blockchain technology, and encourage more people to use blockchain technology responsibly, promote the standardization of blockchain technology use, and promote blockchain technology to all walks of life, educating the general public and different sectors of society to contribute to the popularization of the blockchain. On the other hand, this Council hopes that the Hong Kong Government and the education sector can support the young people in Hong Kong by providing them with the blockchain technology-related training, seizes the opportunities brought about by this technological innovation, enhances Hong Kong’s comprehensive competitiveness in the long run, making Hong Kong young people can be at the foremost starting line in the development of blockchain technology than young people in other regions!

Article 4 Address:

The Hong Kong International Blockchain Finance Association is located at Room 1101, 11/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

Chapter 2 Business Scope

Article 5 The scope of business of the Association:

(1) Studying the theories, guidelines, and policies for the reform and development of the blockchain industry; being commissioned to conduct special investigations, as requested by the government, and to propose economic and technical policies for the industry development to the supervising government departments;

(2) Conducting surveys on the basic situation of the industry, assisting the government departments in formulating and implementing industry development plans and relevant regulations, promoting industry management, coordinating to deal with the problems arising in implementation, and improving the overall quality, economic and social benefits of the entire industry;

(3) Guide and promote the blockchain innovation enterprises to face the market and continuously improve the technological advantages, management standards and competitiveness of enterprises;

(4) Organizing information exchange, formulating rules and regulations, establishing industry self-discipline mechanisms, standardizing industry behaviors, and promoting industrial civilization construction;

(5) Maintaining the legitimate rights and interests of the member units and using legal means to carry out consulting services;

(6) Actively promote and display the application of science and technology, carry out training on technical and managerial talents, and continuously improve the quality of the industry;

(7) Develop friendly exchanges with the outside world, organize the exchange of experience in technology and scientific management among blockchain enterprises, and push dynamic horizontal economic cooperation and technological progress, collect the news and related information about the industry related policies, regulations, as well as market information for the development of industry by means of editing and publication;

(8) To undertake matters entrusted by government departments, social organizations and member units, commend and reward those engaging in the blockchain and financial technology industry in term of their high-quality projects, being outstanding enterprises and outstanding talents;

(9) According to the development needs of the industry, carry out other activities and public welfare undertakings that are beneficial to the industry.

Chapter 3 Income and Property

Article 6 Does not score profit:

(1) The income and property of the Association, no matter how they are received and come into being, may only be used solely to promote the purposes set out in the memorandum of the Organization.

(2) Except as otherwise provided in items (4) and (5) below, the income and property of any part of the Association shall not be paid or transferred to the members of the Association directly or indirectly by dividends, bonuses or other forms.

(3) No member of the Council, or called as the Board of Directors, nor any member of the governing body of the Association shall be appointed for any post to deserve any salary or expenses of the Association. Except as provided in item (5) below, this Council shall not pay any fee or other benefit in money or in the equivalent value of money to the Board of Directors or any member of the governing body.

(4) The provisions of this Memorandum do not prevent the Association from paying reasonable and appropriate remuneration to any staff member or helper belonging to its own, or any person who is not a member of the Board or the governing body, as for their return since they are indeed providing service to the Association.

(5) The provisions of this Memorandum do not prevent this Council from being sincere to perform the following:

(a) Pay the board of directors or any member of the governing body the expenses they have paid;

(b) Pay interest to any member of the Association or any member of the Council or the governing body, at an annual interest rate which is calculated as per not exceeding the prime rate for the Hong Kong dollar loan established by the Hong Kong and Shanghai Banking Corporation Limited at that time plus two cents;

(c) Pay reasonable or appropriate rent to any member of the Association or to any member of the Council or the governing body for the transfer or lease of the Property;

(d) Pay remuneration or benefits to a corporate body that has an interest in membership with any of the members of the Association or the board of directors or the governing body in money or in the equivalent value of money, based on the fact that this one is a member of the body corporate not occupying more than one percent of the capital of the body corporate or controlling more than one percent of the voting rights

(e) No one is required to give account for any benefit that may arise from the appropriate amount obtained under item (4) or (5) above.

Chapter 4 Members Responsibility and Organizational Structure

Article 7 Limited Liability:

The legal responsibilities of our members are limited.

Article 8 Membership level

The members of the Association are divided into three major units: Honorary Member Unit, Administrative Member Unit and Committee Member Unit.

Honorary members include: Honorary Patron, Patron, Honorary President, Honorary Advisor, Prestigious Advisor, Consultant, President, Vice President, Chief Counselor, Counselor, Voluntary Legal Adviser, Voluntary Public Consultant, Voluntary Audit Consultant, International Division and Regional Convener.

Administrative members include: Chairman, Chief Supervisor, Standing Vice President, Vice Chairman, Executive Secretary, Standing Deputy Secretary General, Executive Deputy Secretary General, Consultant of the Professional Advisory Committee, Secretary General, Deputy Secretary General, Secretary, Treasurer, Deputy Treasurer, Executive Minister, Standing Member, Executive Member, Gold Member, Student Member and Member.

Article 9 Members applying to join the Association must meet the following conditions:

(1) Any individual or organization engaged in the blockchain industry, the financial industry, the financial technology development industry, or those interested in the blockchain in all walks of life may participate in this Council and submit their application, upon approval of which, they can be a member of the Association.

(2) Except general members, the members of all levels must have two current members’ recommendation, together with their own individual application for membership. Once approved by the board of directors, the secretariat will register for membership.

Article 10 Members of the Association have the following rights:

(1) The right to reflect issues of common concern to the industry and to make policy recommendations to relevant government departments;

(2) According to the membership level, the Association will invite them to participate in various activities;

(3) Priority access to information services and books, periodicals, literature, etc. for related information;

(4) having the right to make suggestions and criticize the work of the Association;

(5) Voluntary membership and freedom of withdrawal.

Article 11 Members of the Association shall perform the following obligations:

(1) to abide by the resolutions of this Council;

(2) Maintaining the legitimate rights and interests of the Association;

(3) Actively undertake the work entrusted by this Council;

(4) Paying dues on time according to the regulations;

(5) Caring about the work of the Association, actively reflecting the situation and providing relevant information.

Article 12 Members withdraw from the meeting:

Members withdrawal shall be notified in writing to this Council. If the member fails to perform the obligation or does not pay the dues for no reason, it is deemed to be automatically withdrawn.

Article 13: Removal of Members name:

Members of the administrative unit and members of the committee president who have serious violations of the Articles of Association shall be removed by the Executive Council after their voting resolution. If an honorary member has a serious violation of the Articles of Association, it shall be removed by the chairman and the Executive Council after their voting resolution.

Article 14 Supervision system

The Association is supervised and managed by the Chief Supervisor, Chairman and company directors of [Hong Kong International Blockchain Finance Association Ltd.] (hereinafter referred to as the Executive Council). The Executive Council is the highest authority of this Association, and the Executive Council’s mandate is:

(1) Formulating and Amending the Articles of the Association;

(2) Taking election and removal of members of the Association’s chairman group;

(3) Reviewing the work report and financial report of the Council;

(4) Deciding the matter of termination;

(5) Deciding on work guidelines, missions and other major issues.

Article 15 Executive Council Convention

(1) The Convention taken by the Executive Council, the executive board of governors, shall be once every six months. If necessary, the Interim Executive Council meeting may also be convened.

(2) The Convention seated by Chairman and the constitutive persons of [Executive Council] shall be convened by more than two-thirds of the members representatives, and its resolution shall be valid only after more than half of the representatives of the Executive Council vote.

(3) Member removal system: For making a motion regarding the removal of honorary members, administrative members and members at all levels, the meeting requires the chairman together with more than half of the company’s directors to be present to vote. When voting for the removal of members, it requires more than half of the members in the meeting being in favor of such removal, after that, the resolution of this removal of members can pass.

Article 16 Administrative Council

(1) The members of the Administrative Council are: Chairman, Standing Vice-Chairman, Vice-Chairman, Executive Secretary-General, Standing Deputy Secretary-General, Executive Deputy Secretary-General and Secretary-General.

(2) The appointment of Deputy Chairman and Vice-Chairman can pass, after the persons have been nominated by the Chairman or members of the Administrative Council, and then approved by the Executive Council.

(3) The Administrative Council is the supervisory and administrative body of the Member Representative Assembly. The Administrative Council is the executive body of the Member Representative Assembly. It leads the daily work of the association during the intersessional periods and is responsible to the Member Representative Assembly.

(4) The Administrative Council is convened once a year.

(5) Each member of the Administrative Council shall have one vote.

Article 17 Term of office of an executive member:

Each executive member shall serve for a period of two years. When the administrative member is unable to perform his duties, or for the reason of work transfer during the term of office, or other reasons needs to be replaced, the administrative member shall propose a separate candidate, which shall be confirmed by the executive board and the secretariat shall record it.

Article 18 The powers of the Administrative Council are:

(1) Implementation of the resolutions of the Executive Council;

(2) Election of standing members;

(3) Reporting work to the chairman board;

(4) Deciding to establish offices, branches, representative bodies and entities;

(5) Deciding the absorption or delisting of members;

(6) The Secretary-General nominates the Deputy Secretary-General, who is then appointed by the Council;

(7) Leading the work of the institutions of the Association;

(8) Formulating an internal management system;

(9) Reviewing and deciding on other major issues.

Article 19 Administrative Council’s Power and Parliament

(1) The Administrative Council must be attended by more than two-thirds of the directors, and its resolutions must be approved by more than two-thirds of the members of the Council attending the meetings.

(2) The Administrative Council shall convene once a year, and if necessary, it may also convene a meeting of the Interim Council. The meetings of the Council will be chaired by the chairman.

Article 20 Professional Advisory Committee member

The Association has set up a number of members of professional advisory committee. The professional consultants are elected by the Council. Each professional advisory committee has one president and several vice presidents. Professional consultants exercise their authority during the intersessional period of the Administrative Council and are accountable to the Council. The professional advisory board member’s authority is:

(1) Implementing the resolutions of the Administrative Council;

(2) Reviewing the annual work plan and annual work report of the General Conference;

Article 21: Qualification required for being the main members

The Chairman of the Association, the Executive Council Director, the Standing Council Vice Chairman, the Vice Chairman, the Professional Advisory Board Member, the Executive Secretary General, the Standing Deputy Secretary General, the Executive Deputy Secretary General, the Secretary General and the Deputy Secretary General must meet the following conditions:

(1) Patriotism and love of Hong Kong;

(2) Having greater impact in the business area of the group;

(3) The maximum age of the standing vice chairman, standing director and secretary general shall not exceed 80 years of age;

(4) Being healthy and able to maintain normal work;

(5) Those who have not been subjected to criminal penalties for deprivation of political rights;

(6) Having full capacity for civil conduct;

(7) Unite the masses, be good at listening to different opinions, especially the opinions of member units, and actively serve the member units;

(8) Be good at thinking, and provide workings and suggestions for the development of the industry as well as for the competent authorities or department;

(9) Having a certain ability to organize work, playing a role as a link and bridge in the “two-way” service;

(10) Being honest and integrity, behaving uprightly, obeying the law, and highly hardworking.

Article 22 Founder

The chairman of the Association is the founder of the Association.

Article 23 Co-founders

Executive council members are co-founders of the Association.

Article 24 Chairman’s authority

The Chairman of the Association exercises the following powers:

(1) Convening and presiding the conventions of Executive Council and Administrative Council;

(2) Examining the implementation of the resolutions of the Executive Council and the Administrative Council;

(3) Signing important documents on behalf of the Association.

Article 25 Dismissal of duties

In any of the following circumstances, the standing council vice-chairman, vice-chairman, professional advisory committee member, executive secretary-general, standing deputy secretary-general, executive deputy secretary-general, secretary-general and deputy secretary-general shall have their posts dismissed;

(1) membership has been cancelled;

(2) being disqualified from the representative of the member by the member unit;

(3) being unable to perform his duties;

(4) having acts that damage the reputation of the association or violate the purposes of the association;

(5) failing to have full capacity for civil conduct;

(6) having criminal punishment for deprivation of political rights.

Article 26 Secretariat

The Association has a secretariat. The Secretariat is responsible for the day-to-day work of the Association. The Secretary-General is responsible for the work of the Secretariat. The Secretary-General exercises the following functions:

(1) Responsible for the daily work of the Secretariat, and organizing and implementing the work plan of the Association;

(2) Coordinating the work of the branches of the Association;

(3) Deciding on the appointment of Secretariat staff;

(4) Editor-in-chief of the association’s journals and newsletters;

(5) Handling other daily affairs.

Article 27 Branches

The Association may set up institutional branches (sub-branches) according to the needs of the work. The setting and responsibilities of the representative institutions shall be decided by the Chairman and the Convention of Administrative Council.

Chapter 5 Asset Management

Article 28 The main sources of funding for the Association:

(1) membership fees;

(2) Corporate sponsorship;

(3) Government funding;

(4) Revenues for conducting paid services within the approved business scope, such as evaluation awards, journals, training, publication, publicity, etc.;

(5) The income of the economic entity in which it operates;

(6) Other legal income.

Article 29 Membership Fees

The Association collects membership dues in accordance with relevant regulations.

Article 30 Funds of the Association

The funds of the Association must be used for the business scope and career development as stipulated in the Articles of Association, and cannot be distributed among the members.

Article 31 Financial Management

In accordance with the relevant financial regulations of Hong Kong, the Association has established a strict financial management system to ensure that accounting materials are legal, authentic, accurate and complete.

Article 32 Asset Management

The asset management of the Association must implement the financial management system stipulated by Hong Kong and accept the supervision of the Executive Council. Where the source of assets belongs to institutional grants or social donations or subsidies, it must be supervised by the auditing institution and the relevant information should be disclosed to the public in an appropriate manner. No unit or individual may encroach on such source of assets, privately divide or misappropriate it.

Article 33 Membership Retreat

Members of the Association cannot request for returning of their paid membership fees, or any of their subsidized or donated asset and property when they withdraw or are de-listed.

Article 34 Financial Budget

The Association shall prepare a financial budget and final report in each fiscal year, submit it to the Executive Council for deliberation and approval, and report it to the higher-level unit for the record.

Chapter 5 Modification Program of Articles of Association

Article 35 Revision System

The amendments to the Articles of Association shall be proposed by the General Assembly of Executive Board and shall be approved by two-thirds of the members of the Executive Council.

Chapter 6 Termination of the Association

Before the termination of the Association, the Chairman shall, under the guidance of the Executive Council, clear up the creditor’s rights and debts and deal with the aftermath. During the liquidation, not to carry out activities other than liquidation.

Article 36 Profits not to be scored: (only applicable to the chairman of the Association, executive council director and council member)

(1) The income and property of the Association, in any case, may only be used solely to promote the purposes set out in the memorandum of the Organization.

(3) Except as approved by a majority of the members of the Board of Directors or as provided in subparagraph (5) below, no member of the Council or a governing body may be appointed for any post to deserve any salary or expenses from the Association. The Association shall not pay remuneration or other benefits to any member of the Board of Governors or the governing body in money or in the equivalent value of money.

(4) The provisions of this Memorandum do not prevent the Association from being sincere to pay reasonable and appropriate remuneration to any staff member or helper, or anyone not being the member of the Board or the governing body, as they are indeed providing their service to the Association for return.

(5) The provisions of this memorandum do not prevent this Council from being sincere to:

(a) Pay the board of directors or any member of the governing body the expenses they have paid;

(c) Pay reasonable or appropriate rent to any member of the Association or to any member of the Council or the governing body for the transfer or lease of the Property;

(e) No one is required to give account for any benefit that may arise from the appropriate amount obtained under item (4) or (5) above.

Article 37 Termination procedures and disposal of property after termination: (Applicable only to the administrative members of the Association: Chairman, Chief Supervisor, Standing Vice Chairman, Vice Chairman)

(1) Each member of the Association promises to the Association that he undertakes to share and provide a required amount not exceeding HKD10 as contribution to the association’s assets once it is wound up during his term of office, or within one year after he is no longer a member. It is to repay the debts and liabilities that the Association promises to bear during the period of his membership, paying the liquidation fees, charges and expenses, and adjusting the rights among the partakers.

(2) When the Association is wound up or dissolved, if there is any remaining property after the settlement of all debts and liabilities, such property shall not be paid or distributed to the members of the Association. Such property must be given or surrendered to other institutions with similar purposes to the Association; and these institution’s provisions prohibiting the distribution of income and property to members are at least similarly restricted as what it is set out in Article 4 of the Memorandum of the Organization. These institutions will be selected by the members of the Association at or before the dissolution of the Association. If no decision has been made on the matter beforehand, the judges of the High Court of the Hong Kong Special Administrative Region who have jurisdiction over the charity fund will decide; If it cannot be executed as per the above provisions, the property may be allocated for certain charitable purposes.

Chapter 6 The Right to Interpret the Articles of Association

The right to interpret this Charter belongs to the Executive Board of this Council.

– End –

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