ARTICLES OF ASSOCIATION OF THE NEW ERA IBERO-CHINA ASSOCIATION

Article 1. Name

Under the name ASOCIACIÓN LA NUEVA ERA IBERO-CHINA (The New Era Ibero-China Association), an association is established under Organic Law 1/2002 of 22 March, regulating the Right of Association, as well as its supplementary provisions, with its own legal personality and full capacity to act, and lacking profit motive.

In all matters not provided for in these Articles, the aforementioned Organic Law 1/2002 and other applicable supplementary regulations in force shall apply.

Article 2. Nature

The Association is a non-profit entity, composed of natural and legal persons who share an interest in promoting cultural, educational and economic relations between China, Spain, Ibero-America and other territories related to its purposes.

Article 3. Duration

The Association is established for an indefinite period.

Article 4. Registered Office and Territorial Scope

The Association establishes its registered office at:

Calle Núñez de Balboa 120, 28006 Madrid, España.

The principal territorial scope in which it shall carry out its activities shall be the entire territory of Spain, without prejudice to activities and collaborations with entities and institutions in China, Ibero-America and other territories related to its purposes.

Article 5. Purposes

The purposes of the Association are:

To promote the integration of enterprises from various Chinese cities into the Spanish market.

To encourage the learning of the Spanish language among Chinese students, both in China and residing in Spain, given its international relevance.

To strengthen the cultural, educational and economic relations between China, Spain and Ibero-America.

To facilitate the dissemination of Chinese culture so that it is known, understood and appreciated by Spanish and Ibero-American society.

To organize and promote activities related to art, music, gastronomy, education, business and innovation, with the aim of bringing the cultural richness of China closer to Spanish and Ibero-American society.

To collaborate with associations, foundations, enterprises, educational institutions and other entities, both Chinese and Spanish and Ibero-American, in order to broaden the reach and the socio-cultural, educational and economic impact of the Association’s activities.

Article 6. Activities

In order to fulfil its purposes, the Association may carry out, among others, the following activities:

To foster fellowship between different cities of China, Spain and Ibero-America through cultural, educational, business and commercial exchanges, promoting mutual understanding.

To establish collaboration agreements between universities, schools, enterprises, institutions and entities in China, Spain and Ibero-America in order to increase linguistic, cultural, academic and economic exchanges.

To strengthen the friendship between the peoples of Spain, China and Ibero-America through events, forums, conferences, congresses, business meetings and other activities that foster unity, cooperation and mutual respect.

To organize conferences, seminars, exhibitions, courses, workshops, and gastronomic, musical, artistic and cultural activities.

To promote projects of cooperation, advisory services, training, exchange, cultural dissemination and institutional or business collaboration related to the purposes of the Association.

Article 7. Principles of Action

The Association shall carry out its activities in accordance with the principles of legality, transparency, cooperation, intercultural respect, equality, responsibility, absence of profit motive and compliance with these Articles.

Article 8. Requirements to be a member

Natural persons with the capacity to act and legal persons, whether public or private, that share the purposes of the Association and accept these Articles may belong to the Association.

Legal persons shall act through a duly appointed representative.

Article 9. Categories of members

The Association shall be composed of the following categories of members:

a) Individual members. Natural persons who recognize and share the purposes of the Association and wish to participate in its activities or support cultural, educational and economic exchanges between China, Spain and Ibero-America.

b) Corporate or institutional members. Enterprises, institutions, foundations, schools, universities, educational entities, professional organizations or other legal persons that recognize and share the purposes of the Association and wish to participate in activities, cooperation projects, resource connection, institutional promotion or collaboration with the Association.

c) Founding members. Persons who have participated in the establishment, preparation or launch of the Association, or who have made an essential contribution to its creation. The status of founding member shall be fixed and closed, and no new members may join this category nor may such status be lost, except in the case of voluntary resignation, death, loss of capacity, or a serious legal or statutory cause duly accredited.

d) Honorary members. Natural or legal persons who, by reason of their social prestige, professional influence, institutional track record, significant contribution to the development of the Association or support provided to it, are deserving of such distinction.

The appointment of honorary members shall correspond to the Board of Directors, at the proposal of the General Assembly or of any member of the Board of Directors, taking into account the prestige, track record, professional influence, significant contribution or support provided to the Association by the proposed person or entity.

Article 10. Admission of new members

The admission of new individual, corporate, institutional or honorary members shall be decided by the Board of Directors, upon application by the interested person or applicant entity, or at the proposal of the General Assembly or of any member of the Board of Directors, and acceptance of these Articles where applicable.

The category of founding member is reserved exclusively to the original founding members of the Association and may not be expanded.

Article 11. Membership fees

The ordinary annual membership fees of the Association shall be as follows:

Individual member: 100 euros/year.

Corporate or institutional member: 200 euros/year.

Founding member: exempt.

Honorary member: exempt.

The General Assembly may update, modify or establish ordinary or extraordinary fees, in accordance with the provisions of these Articles.

Article 12. Loss of membership

Members shall lose their membership for any of the following causes:

Voluntary resignation, communicated in writing to the Board of Directors.

Failure to fulfil financial obligations, when the member does not pay the corresponding annual fee within the established period and does not regularize their situation within thirty calendar days of receiving the written payment request from the Board of Directors.

Serious breach of these Articles or actions that seriously harm the Association, following the corresponding procedure, with a hearing of the interested person or entity.

In the case of legal persons, by extinction, dissolution or loss of legal personality.

Loss of membership shall not entitle the member to a refund of fees paid.

Article 13. Rights of individual, corporate, institutional and founding members

Individual, corporate, institutional and founding members shall have the following rights:

To take part in all activities organized by the Association in fulfilment of its purposes.

To enjoy the advantages and benefits that the Association may obtain for its members, according to the corresponding category.

To receive information on the resolutions adopted by the bodies of the Association.

To submit suggestions to the Board of Directors for the better fulfilment of the purposes of the Association.

To attend the General Assembly, in accordance with these Articles.

To exercise the rights recognized to them by these Articles and applicable regulations.

Voting rights shall be exercised in accordance with these Articles.

Article 14. Voting rights at the General Assembly

Individual, corporate or institutional and founding members who are up to date with their financial and statutory obligations shall have the right to speak and vote at the General Assembly, unless these Articles expressly establish otherwise for a particular category.

Honorary members may attend the General Assembly with the right to speak, but without the right to vote.

Legal persons shall exercise their right to attend, speak and vote, where applicable, through a duly appointed representative.

Article 15. Duties of members

Members shall have the following obligations:

To comply with these Articles and the resolutions validly adopted by the General Assembly and the Board of Directors.

To pay the fees corresponding to them, except for any exemption applicable under these Articles or a valid resolution of the General Assembly.

To cooperate in the fulfilment of the purposes of the Association.

To respect the image, independence, good name and internal functioning of the Association.

To perform, where applicable, the obligations inherent to the office or function they accept.

To act with loyalty, good faith and respect towards the Association and its members.

Article 16. Rights and duties of honorary members

Honorary members may participate in the activities of the Association and attend the General Assemblies with the right to speak but not to vote.

They shall not have the right to vote at the General Assembly nor the right to hold elective offices with a vote, unless they also hold another category of membership that does confer such rights.

Honorary members shall be exempt from the obligation to pay fees and to hold offices within the Association, unless expressly accepted.

Article 17. Nature and composition

The General Assembly is the supreme governing body of the Association.

It shall be composed of all members of the Association. However, voting rights shall correspond only to those who have such rights recognized in accordance with these Articles.

Article 18. Powers of the General Assembly

The powers of the General Assembly are:

To approve the management of the Board of Directors.

To examine and approve the annual accounts.

To elect and remove the offices of the Association, as well as to appoint and dismiss the advisory members of the Board of Directors.

To take note of the permanent members of the Board of Directors, who shall have a fixed status by reason of their condition as founding members and shall not be subject to election or removal by the General Assembly, except in the case of voluntary resignation, death, incapacity, loss of the status of founding member for a serious legal or statutory cause duly accredited, or any other legally applicable cause.

To set, update or modify ordinary or extraordinary fees.

To approve the dissolution of the Association.

To amend the Articles, including the change of registered office.

To dispose of or transfer the assets of the Association.

Where applicable, to approve the remuneration of the members of the Board of Directors.

To appoint honorary members, at the proposal of the Board of Directors.

To consider and resolve matters of special relevance to the Association.

Any other power not expressly attributed to another corporate body.

Article 19. Meetings

The meetings of the General Assembly shall be ordinary and extraordinary.

The ordinary General Assembly shall be held once a year, on the date determined by the Board of Directors.

Extraordinary General Assemblies shall be held when circumstances so advise, in the opinion of the President, when the Board of Directors so decides, or when proposed in writing by one tenth of the members entitled to vote.

Article 20. Convening of meetings

General Assemblies shall be convened in writing, by postal mail, email, telematic means or other means that reasonably evidence their dispatch, stating the place, day and time of the meeting, as well as the agenda with specific indication of the matters to be discussed.

At least fifteen days must elapse between the notice and the day set for the Assembly on first call. Where applicable, the date and time of the Assembly on second call may also be stated, provided that no less than one hour elapses between the first and the second call.

Article 21. Constitution and adoption of resolutions

General Assemblies, whether ordinary or extraordinary, shall be validly constituted on first call when at least one third of the members entitled to vote are present or duly represented. On second call, they shall be validly constituted regardless of the number of members entitled to vote present or represented.

Resolutions shall be adopted by simple majority of the members present or duly represented who are entitled to vote, being deemed approved when the affirmative votes exceed the negative votes. Void votes, blank votes and abstentions shall not be counted for these purposes.

Members entitled to vote may delegate their vote to another member entitled to vote by means of a written and signed authorization. They may also cast their vote in writing, provided that it is expressly stated, duly signed by the member and its authenticity can be verified by valid means accepted by the Board of Directors.

Article 22. Qualified majority

A qualified majority of the persons present or represented who are entitled to vote shall be required, being deemed reached when the affirmative votes exceed half of them, for the following matters:

Dissolution of the entity.

Amendment of the Articles, including the change of registered office.

Disposal or transfer of assets forming part of the fixed assets.

Remuneration of the members of the Board of Directors.

In the event of a tie in the vote, the President of the Association shall have a casting vote, being able to cast a deciding vote in favour of or against the resolution submitted to vote.

Article 23. Nature of the Board of Directors

The Board of Directors is the body for the management, administration and representation of the Association, responsible for executing the resolutions of the General Assembly and directing the ordinary activity of the Association.

For legal purposes, the representative body of the Association shall be composed exclusively of the permanent members of the Board of Directors with the right to vote.

Article 24. Composition of the Board of Directors

The Board of Directors shall be composed of two classes of members:

a) Permanent members. They shall be the only members of the Board of Directors with the right to vote and shall constitute the representative body of the Association for legal purposes. Permanent members must necessarily be founding members.

b) Advisory members. They may participate in meetings, debates, proposals, activities, working committees and internal functions entrusted to them, with the right to speak but not to vote. Advisory members shall not form part of the representative body of the Association for legal purposes, except by express written authorization of the Board of Directors for specific actions.

Advisory members may hold associative offices, advisory functions, areas of coordination or internal responsibilities, always without the right to vote on the Board of Directors, unless they are also permanent members.

Article 25. Offices of the Association and of the Board of Directors

The Association may have the following offices:

President of the Association and President of the Board of Directors.

Vice President of the Association and Vice President of the Board of Directors.

Secretary-General and Advisor for South American Affairs.

Deputy Secretary-General and Advisor for Chinese Affairs.

Director of the Board of Directors and Treasurer.

Executive Director.

These offices may be held by permanent members or, when so decided by the General Assembly at the proposal of the Board of Directors, by advisory members, except for those offices involving permanent legal representation or a vote on the Board of Directors, which must necessarily correspond to permanent members.

Article 26. Appointment and term of offices

The permanent members of the Board of Directors shall be appointed and removed by the General Assembly, at the proposal of the Board of Directors.

The office of President of the Association and President of the Board of Directors shall have an indefinite term, without prejudice to voluntary resignation, death, incapacity, or removal for a serious legal or statutory cause.

The other offices shall have a term of four years and may be successively re-elected. Their election shall correspond to the General Assembly, at the proposal of the Board of Directors.

Offices may be renewed, replaced or terminated in accordance with these Articles.

Article 27. Unpaid nature of the offices

All offices of the Board of Directors shall be unpaid, unless the General Assembly expressly agrees to a remuneration in accordance with applicable regulations and these Articles.

The holding of offices or functions shall not preclude the reimbursement of duly justified expenses incurred by reason of the service rendered to the Association, provided that such expenses have been previously approved by the Board of Directors.

In exceptional or urgent cases, the President may authorize such expenses, and must subsequently report them to the Board of Directors for its knowledge and, where applicable, ratification.

Article 28. Cessation of members of the Board of Directors and of associative offices

Members of the Board of Directors and persons holding associative offices may withdraw or cease for:

Voluntary resignation communicated in writing.

Death, incapacity or supervening impossibility to exercise the office.

Failure to fulfil the obligations entrusted to them.

Negligent management, improper use of their functions, serious conflict of interest, conduct contrary to the purposes of the Association or other serious reasons, following the corresponding procedure.

Expiration of the term, in the case of offices of a fixed duration.

Removal agreed by the General Assembly, where applicable.

Article 29. Meetings of the Board of Directors

The Board of Directors shall meet as often as determined by its President and at the initiative or request of any of its permanent members.

Advisory members may also be convened when the President or the Board of Directors considers it appropriate, in view of the matters to be discussed.

The Board of Directors shall be validly constituted when half plus one of its permanent members with the right to vote attend, in person or by telematic means.

Article 30. Adoption of resolutions of the Board of Directors

The resolutions of the Board of Directors shall be adopted by simple majority of the permanent members present or duly represented with the right to vote.

Only the permanent members holding the following offices shall have the right to vote on the Board of Directors:

a) President of the Association and President of the Board of Directors.

b) Vice President of the Association and Vice President of the Board of Directors.

c) Secretary-General and Advisor for South American Affairs.

d) Director of the Board of Directors and Treasurer.

e) Executive Director.

Advisory members shall have the right to speak, propose, participate, receive functional information and collaborate on the matters entrusted to them, but shall not have the right to vote on the Board of Directors.

In the event of a tie, the vote of the President shall be decisive.

Article 31. Powers of the Board of Directors

The powers of the Board of Directors shall, in general, extend to all acts inherent to the purposes of the Association, provided that they do not require, under these Articles, the express authorization of the General Assembly.

The specific powers of the Board of Directors are:

To direct the social activities and carry out the economic, administrative and operational management of the Association.

To execute the resolutions of the General Assembly.

To prepare and submit to the General Assembly for approval the balance sheets, annual accounts, budgets and activity reports.

To decide on the admission of new individual, corporate or institutional members.

To appoint honorary members, at the proposal of the General Assembly or of any member of the Board of Directors, taking into account the prestige, track record, professional influence, significant contribution or support provided to the Association by the proposed person or entity.

To propose to the General Assembly the appointment, renewal or cessation of associative offices, where applicable.

To appoint delegates, coordinators, representatives or officers for specific activities, projects, territorial areas or working committees.

To create working committees, advisory committees, areas of cooperation or project groups.

To authorize, where appropriate, certain persons to represent the Association in specific acts or proceedings.

To adopt the decisions necessary for the organization and ordinary functioning of the Association.

Any other power that is not the exclusive competence of the General Assembly.

Article 32. President of the Association and President of the Board of Directors

The President shall have the following powers:

To legally represent the Association before all kinds of public or private bodies.

To convene, chair and close the sessions held by the General Assembly and the Board of Directors.

To direct the deliberations of both bodies.

To order payments and authorize, with their signature, the documents, minutes, certificates and correspondence of the Association.

To adopt any urgent measure that the proper functioning of the Association advises or that is necessary or appropriate for the development of its activities, without prejudice to subsequently reporting to the Board of Directors.

To exercise the casting vote in the event of a tie on the Board of Directors.

Article 33. Vice President of the Association and Vice President of the Board of Directors

The Vice President shall substitute for the President in the event of absence, vacancy, illness, impossibility or delegation, and shall have the same powers during such substitution.

Likewise, the Vice President shall perform the functions of institutional coordination, support to the Presidency and any others delegated by the Presidency or the Board of Directors.

Article 34. Secretary-General and Advisor for South American Affairs

The Secretary-General shall be in charge of directing the administrative work of the Association, shall issue certificates, keep the legally established books and the register of members, safeguard the entity’s documentation, and process the communications relating to the appointment of the Board of Directors and other resolutions registrable with the corresponding registries.

As Advisor for South American Affairs, they may propose, promote and coordinate initiatives, relations, projects and activities linked to South American countries, institutions, enterprises or communities, in accordance with the purposes of the Association and the instructions of the Board of Directors.

Article 35. Deputy Secretary-General and Advisor for Chinese Affairs

The Deputy Secretary-General shall assist the Secretary-General in the exercise of their functions and shall substitute for them in the event of absence, vacancy, illness, impossibility or delegation.

As Advisor for Chinese Affairs, they may propose, promote and coordinate initiatives, relations, projects and activities linked to China, its institutions, enterprises, educational centres, cultural entities or communities, in accordance with the purposes of the Association and the instructions of the Board of Directors.

Article 36. Director of the Board of Directors and Treasurer

The Director of the Board of Directors and Treasurer shall have the following functions:

To coordinate, under the supervision of the Presidency and the Board of Directors, the internal functioning of the Board of Directors.

To collect and safeguard the funds belonging to the Association.

To comply with the payment orders issued by the President or the competent body.

To prepare or supervise the preparation of budgets, balance sheets, annual accounts and economic documents.

To periodically inform the Board of Directors of the economic situation of the Association.

To ensure the correct application of economic resources to the statutory purposes.

Article 37. Executive Director

The Executive Director shall have functions of coordination, operational execution and follow-up of the activities, projects and resolutions of the Association, without prejudice to the powers of the General Assembly, the Board of Directors and the Presidency.

Their functions may include:

a) To coordinate the execution of the resolutions adopted by the General Assembly and the Board of Directors.

b) To promote, organize and supervise the development of the Association’s activities, projects, events, forums, meetings and programmes.

c) To coordinate work teams, collaborators, volunteers, internal committees and project leaders.

d) To carry out the operational follow-up of the initiatives approved by the Board of Directors.

e) To collaborate with the Presidency, the Secretariat-General and the Treasury in the daily management of the Association.

f) To propose organizational, operational and strategic improvements for the better fulfilment of the purposes of the Association.

g) To facilitate internal communication and coordination among the various offices, members, collaborators and participating entities.

h) To carry out those functions delegated to them by the Presidency or the Board of Directors.

Article 38. Advisory members

Advisory members may attend the meetings of the Board of Directors when convened, participate in the debates, formulate proposals, collaborate on projects, represent areas of specialty or cooperation, and assume the functions entrusted to them by the Board of Directors.

Advisory members shall not have the right to vote on the Board of Directors nor may they legally bind the Association before third parties, except by express written authorization of the Board of Directors or the President for specific actions.

Article 39. Vacancies and substitutions

Vacancies arising in the offices of the Association due to resignation, cessation or any other cause may be provisionally filled by the other permanent members of the Board of Directors until the definitive election by the General Assembly convened for that purpose, unless these Articles provide otherwise.

Article 40. Financial resources

The financial resources envisaged for the development of the purposes and activities of the Association shall be the following:

The membership fees, periodic or extraordinary.

The subsidies, donations, legacies or inheritances that it may lawfully receive from members or third parties.

The income derived from activities, services, agreements, collaborations, sponsorships or projects compatible with the purposes of the Association and its non-profit nature.

Any other lawful resource.

Article 41. Economic and budgetary management

The funds of the Association shall be used exclusively for the fulfilment of its statutory purposes.

It shall be the responsibility of the Board of Directors to supervise the economic management of the Association, prepare the budgets, control the expenses and render accounts to the General Assembly.

The President may adopt the final decision regarding budgets, expenses or disbursements of funds within the framework approved by the Board of Directors and the General Assembly, without prejudice to the due internal control and the rendering of accounts to the General Assembly.

Article 42. Initial assets

The initial assets of the Association amount to five hundred euros (€500).

Article 43. Financial year

The associative and economic year shall be annual and shall close on 31 December of each year.

Article 44. Dissolution

The Association shall be dissolved voluntarily when so agreed by the Extraordinary General Assembly convened for that purpose, in accordance with these Articles, as well as for the other causes provided for in the legislation in force.

Article 45. Liquidation and allocation of the remainder

In the event of dissolution, a liquidation committee shall be appointed.

Once the debts have been settled, the liquid surplus, if any, shall be allocated to purposes that do not undermine the non-profit nature of the Association.

These Articles shall enter into force once approved by the founding General Assembly or by the competent body of the Association, and shall be binding on all its members.

For the purposes of identification and statutory clarity, it is hereby recorded that the founding members of the Association and their initial offices are as follows:

a) Ildefonso Guardiola Rosado — President of the Association and President of the Board of Directors.

b) WULAN — Vice President of the Association and Vice President of the Board of Directors.

c) Diego Germán Díaz-Arenas — Secretary-General and Advisor for South American Affairs.

d) CHENG DOU — Treasurer and Director of the Board of Directors.

e) Ildefonso Guardiola Martin-Serrano — Executive Director.

This list shall be of an identifying nature for the founding members and their initial offices, without prejudice to the modifications, renewals, replacements or cessations of offices that may be agreed in accordance with these Articles.