Article 1 The name of this foundation is Xinping Charity Foundation, referred to as Xinping Foundation, and its English name is "XinPing Foundation".

Article 2 This foundation is a non-public fundraising foundation.

Article 3 The mission and purpose of the Foundation:

Committed to helping teenagers and children enjoy equal learning opportunities and supporting the improvement and development of China’s education industry.

The Foundation recognizes the following core values:

(1) Equality: equal cooperation, mutual help and love;

(2) Integrity: integrity and duty, Do what you say;

(3) Integrity: Integrity, self-discipline, and high transparency.

Article 4 The original fund amount of the Foundation is RMB 50 million, which comes from the voluntary donations of Mr. Duan Yongping and Ms. Liu Xin.

Article 5 The registration and management authorities of the Foundation are the People’s Republic of China and the Ministry of Civil Affairs, and the business supervisory units are the People’s Republic of China and the Ministry of Civil Affairs.

Article 6 The residence of the Foundation is: No. 1, Zhongguancun East Road, Haidian District, Beijing. Article 7 The business scope of the Foundation’s public welfare activities:

(1) Under the guidance of the Ministry of Civil Affairs, support and participate in disaster relief, poverty relief, elderly care, orphan assistance, disability assistance, medical assistance and other charities Public welfare relief activities;

(2) Support the improvement and development of China’s education and provide help for teenagers and children to enjoy equal education and learning opportunities;

(3) Charity for China Provide advice and suggestions for the development and progress of public welfare undertakings, and provide assistance to the best of our ability;

(4) Other public welfare projects that require donations as decided by the Board of Directors;

(5) Recognize the foundation Voluntary donations from domestic and foreign groups and individuals with mission and values. Article 8 The foundation shall consist of a board of directors composed of 5 to 15 directors. Each term of directors of the Foundation is 5 years. Upon expiration of the term, they may be re-elected.

Article 9 Qualifications of Directors:

(1) Support the Charter of the Foundation and be enthusiastic about social welfare undertakings;

(2) Serve in the Foundation Have a certain influence in the business field;

(3) Integrity, duty, honesty and self-discipline;

(4) Have full capacity for civil conduct;

Tenth The emergence and removal of directors:

(1) The first directors shall be nominated by the business supervisory unit, major donors and sponsors respectively and determined through consultation;

( 2) When the board of directors is re-elected, the business supervisory unit, the board of directors, and major donors will jointly nominate candidates and organize a leadership group to organize all candidates to jointly elect a new director;

(3) The removal and addition of directors shall be approved by a vote of the board of directors and reported to the business supervisory unit for review and approval;

(4) The results of the election and removal of directors shall be reported to the registration management authority for record;

(5) The total number of foundation directors who are closely related to each other shall not exceed 1/3 of the total number of directors.

Article 11 Rights and obligations of directors:

(1) Enjoy the right to vote, elect and be elected of the Foundation;

(2) Propose The right to submit proposals, as well as the right to question proposals, documents and data submitted to the Board of Directors for voting;

(3) The right to supervise and inspect the foundation’s operating status and daily work;

(4) The obligation to attend board meetings on time and actively participate in various board activities;

(5) Support the foundation’s charter, comply with and implement the board’s resolutions, and maintain the foundation The legitimate interests of the Association and the Board of Directors;

(6) Recommend volunteers to the Foundation and public welfare projects that are consistent with the mission of the Foundation, and the obligation to actively raise funds for the Foundation;

(7) Keep the secrets of the foundation and do not speak on behalf of the foundation without authorization from the board of directors.

Article 12 The decision-making body of the Foundation is the Board of Directors. The board of directors exercises the following powers:

(1) Formulate and amend the charter;

(2) Elect and remove the chairman, vice-chairman and secretary-general;

(3) Determine plans for major business activities, including fund raising, management and use plans;

(4) Review and approve annual revenue and expenditure budgets and final accounts;

(5) Formulate internal Management system;

(6) Decide on the establishment of offices, branches, and representative offices;

(7) Decide on the deputy secretary-general and the principal persons in charge of each agency nominated by the secretary-general Appointment;

(8) Hear and review the work report of the Secretary-General and inspect the work of the Secretary-General;

(9) Decide on the division, merger or termination of the Foundation;

(10) Decide on other major matters.

Article 13 The Board of Directors shall hold two meetings each year; the Board of Directors meetings shall be convened and chaired by the Chairman.

If 1/3 of the directors propose a proposal, a council meeting must be convened; if the chairman cannot convene it, the proposing directors can elect a convener.

To convene a board of directors meeting, the chairman or convener must notify all directors and supervisors 5 days in advance.

Article 14 The meeting of the board of directors must be attended by more than 2/3 of the directors; the resolution of the board of directors must be passed by more than half of the directors present to be valid.

Resolutions on the following important matters must be voted by more than two-thirds of the directors present to be valid:

(1) Modification of the Articles of Association;

(2) Elect or remove the chairman, vice chairman, and secretary-general;

(3) Major public welfare activities stipulated in the charter;

(4) Major fundraising and investment stipulated in the charter Activities;

(5) Split-up and merger of foundations.

Article 15 Minutes of board meetings shall be made. When a resolution is formed, minutes of the meeting shall be prepared on the spot and reviewed and signed by the directors present. If a resolution of the board of directors violates laws, regulations or articles of association and causes the foundation to suffer losses, the directors who participated in the resolution shall bear responsibility. However, if it is proved that the director objected during the voting and it is recorded in the minutes of the meeting, the director may be exempted from liability.

Article 16 The Foundation shall have 1 to 2 supervisors. The term of office of supervisors is the same as that of directors, and they can be re-elected upon expiration.

Article 17 Directors, close relatives of directors and foundation financial personnel are not allowed to serve as supervisors.

Article 18: The appointment and removal of supervisors:

(1) Supervisors shall be selected by major donors and business supervisory units respectively;

(2) Registration The management agency shall select and appoint supervisors based on work needs;

(3) Supervisors shall be changed in accordance with their selection procedures.

Article 19 Rights and obligations of supervisors:

Supervisors shall inspect the foundation’s financial and accounting information in accordance with the procedures stipulated in the articles of association, and supervise the board of directors’ compliance with laws and articles of association.

Supervisors shall attend meetings of the Board of Directors and have the right to raise questions and suggestions to the Board of Directors, and shall report the situation to the registration management authority, business supervisory unit and taxation and accounting authorities.

Supervisors shall abide by relevant laws, regulations and the Foundation's Articles of Association and faithfully perform their duties.

Article 20 The directors who receive remuneration from the foundation shall not exceed 1/3 of the total number of directors. Supervisors and directors who do not hold full-time jobs in the foundation shall not receive remuneration from the foundation.

Article 21 The directors of the Foundation shall not participate in the decision-making of relevant matters when their personal interests are related to the interests of the Foundation; the directors, supervisors and close relatives of the Foundation shall not have any transactions with the Foundation Behavior.

Article 22 The board of directors shall have a chairman, vice-chairman and secretary-general, who shall be elected from among the directors.

Article 23 The chairman, vice-chairman, and secretary-general of the Foundation must meet the following conditions:

(1) Support the charter of the Foundation and be enthusiastic about social welfare undertakings ;

(2) Having a greater influence in the business field of the Foundation;

(3) Integrity, responsibility, honesty and self-discipline;

(4) ) The maximum age of the chairman, vice-chairman and secretary-general shall not exceed 70 years old, and the secretary-general shall be full-time;

(5) Good health and able to work normally;

(6) ) has full capacity for civil conduct.

Article 24: Persons with any of the following circumstances cannot serve as the chairman, vice-chairman, or secretary-general of the Foundation:

(1) Current national work Personnel;

(2) Sentenced to public surveillance, criminal detention or fixed-term imprisonment for a crime, and less than 5 years have passed since the completion of the sentence;

(3) Sentenced to a crime The deprivation of political rights is being implemented or has been sentenced to deprivation of political rights;

(4) Having served as the chairman, vice-chairman or secretary-general of a foundation that has had its registration revoked due to violations of the law, and has been responsible for the fund He is personally responsible for the foundation's illegal acts and it has not been more than 5 years since the foundation was revoked.

Article 25 The chairman, vice-chairman and secretary-general of the Foundation shall be elected for a term of five years each and shall not be re-elected for more than two terms. If it is necessary to be re-elected beyond the term due to special circumstances, it must be voted through by the Board of Directors through special procedures, reported to the business supervisory unit for review, and approved by the registration management authority before taking office.

Article 26 The chairman of the foundation is the legal representative of the foundation. The legal representative of the Foundation does not concurrently serve as the legal representative of other organizations.

The chairman, vice-chairman and secretary-general of the Foundation shall stay in mainland China for no less than 3 months each year.

During the term of the legal representative of the Foundation, if the Foundation violates the "Foundation Management Regulations" and these Articles of Association, the legal representative shall bear relevant responsibilities. If the legal representative's negligence causes the foundation to commit illegal acts or cause losses to the foundation's property, the legal representative shall bear personal liability.

Article 27 The Chairman of the Foundation shall exercise the following powers:

(1) Convene and preside over meetings of the Board of Directors;

(2) Inspect the directors implementation of the resolutions of the meeting;

(3) Sign important documents on behalf of the foundation;

(4) Formulate fund raising, management and use plans;

(5) Other powers granted by the Foundation’s charter and the Board of Directors.

The Vice Chairman and Secretary General of the Foundation carry out their work under the leadership of the Chairman.

The Secretary-General exercises the following powers:

(1) Preside over the daily work and organize the implementation of the resolutions of the Board of Directors;

(2) Propose the hiring or dismissal of the Deputy Secretary-General and the staff of various internal agencies The main person in charge shall be determined by the Board of Directors;

(3) Decide on the hiring and dismissal of full-time staff of each internal organization;

(4) Formulate the foundation’s internal management rules and regulations , submit to the Board of Directors for approval;

(5) Organize and implement the foundation’s annual charity activity plan;

(6) Coordinate the work of various internal agencies and external partners. Article 28 The Foundation is a non-public fundraising foundation, and its income comes from:

(1) Voluntary donations from the sponsors;

(2) Investment income ;

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

(4) Other legal income.

Article 29 The Foundation shall abide by laws and regulations when accepting donations, and comply with the purpose and business scope of public welfare activities stipulated in the charter.

Article 30 The property and other income of the Foundation are protected by law, and no unit or individual may encroach, privately divide or misappropriate them.

Article 31 The Foundation uses property in accordance with the purposes stipulated in the charter and the business scope of public welfare activities; donations that specify the specific use method in the donation agreement shall be used in accordance with the stipulations in the donation agreement.

When the donated materials cannot be used for purposes consistent with the purpose of the foundation, the foundation can auction or sell them in accordance with the law, and the proceeds will be used for donation purposes.

Article 32 The property of this foundation is mainly used for:

(1) Public welfare activities within the business scope stipulated in the charter;

(2) Salary Welfare, administrative office expenses and other necessary expenses to maintain the operation of the foundation;

(3) Legal, safe and effective investment to maintain and increase the value of the fund.

Article 33 The major public welfare activities of the Foundation refer to:

(1) In compliance with the provisions of Article 7, paragraph (1) of this Article, the amount of donation for a single project Public welfare activities with a donation amount of not less than RMB 2 million;

(2) Public welfare activities that comply with the provisions of Article 7, paragraph (2) of this Article, and the donation amount for a single project is not less than RMB 5 million.

Article 34 The major fundraising and investment activities of the Foundation refer to:

(1) Donations with a committed amount of no less than RMB 10 million;

(2) The amount of a single investment product exceeds 20% of the fund balance of the previous year.

Article 35 The Foundation shall maintain and increase the value of the Fund in accordance with the principles of legality, safety and effectiveness.

Article 36 The foundation’s annual expenditures for public welfare undertakings stipulated in the charter shall not be less than 8% of the fund balance of the previous year.

The foundation’s staff salaries, benefits and administrative office expenses shall not exceed 10% of the total expenses for the year.

Article 37 When the Foundation carries out public welfare funding projects, it shall disclose to the public the types of public welfare funding projects carried out and the application and review procedures.

Article 38 Donors have the right to inquire about the use and management of donated property from the Foundation and make comments and suggestions. Foundations should respond promptly and truthfully to inquiries from donors.

If the foundation uses donated property in violation of the donation agreement, the donor has the right to require the foundation to abide by the donation agreement or apply to the People's Court to revoke the donation or terminate the donation agreement.

Article 39 The Foundation may sign an agreement with the beneficiary to stipulate the funding method, funding amount, and the purpose and use of the funds.

The Foundation has the right to supervise the use of funds. If the beneficiary fails to use the funding as agreed in the agreement or has other violations of the agreement, the Foundation has the right to terminate the funding agreement.

Article 40 The Foundation shall implement the unified national accounting system, conduct accounting in accordance with the law, establish and improve an internal accounting supervision system, and ensure that accounting information is legal, authentic, accurate and complete.

The Foundation accepts tax supervision and accounting supervision implemented by the tax and accounting authorities in accordance with the law.

Article 41 The Foundation is equipped with professionally qualified accounting personnel. Accountants cannot also serve as cashiers. When accounting personnel transfer jobs or resign, they must clear the handover procedures with the person who takes over.

Article 42 The foundation’s business and accounting year is from January 1st to December 31st each year. Before March 31st each year, the board of directors shall review and approve the following matters:

< p>(1) Last year’s business report and final account of funds and expenditures;

(2) This year’s business plan and budget of funds and expenditures;

(3) Property inventory (last year’s donations) roster and related information).

Article 43 The Foundation shall conduct a financial audit when conducting annual inspections, reelection, replacement of legal representatives and liquidation.

Article 44 The Foundation shall accept annual inspections organized by the registration management authority in accordance with the "Foundation Management Regulations".

Article 45: After passing the annual inspection by the registration and management authority, the Foundation will publish the annual work report on the media designated by the registration and management authority and accept inquiries and supervision from the public.

Article 46 The Foundation adheres to the principle of high transparency, and therefore shall legally publish the following information on the official website of the Foundation in accordance with the provisions of the Articles of Association:

(1) This The mission, values ??and charter of the foundation;

(2) The types, objectives, application and review procedures of public welfare funding projects that have been carried out or planned to be carried out;

(3) The foundation Semi-annual work reports and annual work reports that have been inspected by the registration management agency;

(4) Basic information about each public welfare project, including: project background and donation amount, main contents of the donation agreement, and donors name and code, use and management status of donated property, project progress and adjustments, relevant cost details, third-party audit reports, public supervision, etc.;

(5) Public welfare projects that have been carried out Follow up research and effect evaluation, feedback from beneficiaries, demonstrate the foundation’s achievements and progress, and review mistakes;

(6) Other information that should be announced as decided by the board of directors. Article 47 The Foundation shall be terminated under any of the following circumstances:

(1) It has completed the purpose stipulated in the charter;

(2) It is unable to follow the purpose stipulated in the charter Continue to engage in public welfare activities;

(3) The foundation is split or merged;

(4) The relevant national laws and regulations provide otherwise.

Article 48 The termination of the Foundation shall be reported to the business supervisory unit for review and approval within 15 days after the Board of Directors votes and approves the decision. Apply to the registration management authority for cancellation of registration within 15 days after review and approval by the business supervisory unit.

Article 49 Before deregistering, the Foundation shall establish a liquidation organization under the guidance of the registration management authority and business supervisory unit to complete the liquidation work.

The Foundation shall apply for deregistration with the registration management authority within 15 days from the date of completion of liquidation; it shall not carry out activities other than liquidation during the liquidation period.

Article 50 The remaining property of the Foundation after cancellation shall be used for public welfare purposes in the following ways under the supervision of the business supervisory unit and the registration management authority:

(1) ) First, the donation agreement clarifies the specific use of the remaining donation, which will be donated to other public welfare organizations designated by the donor;

(2) Secondly, the remaining property is used to donate to the foundation that has been carried out but the donation has not yet been made. All public welfare projects in place;

(3) Third, the remaining property is donated to other similar public welfare organizations designated by donors who exceed 50% of the total donations to the foundation.

If it cannot be handled according to the above method, the registration and management authority will organize donations to social welfare organizations with the same nature and purpose as the foundation, and announce it to the public. Article 52 This Article of Association shall be approved by the Board of Directors.

Article 53 The right to interpret this charter belongs to the Board of Directors.

Article 54 This Article of Association shall take effect from the date of approval by the registration management authority.