Association Constitution
CPIAAssociation Constitution

Constitution of China Pharmaceutical Industry Association

Chapter One General Provisions

Article 1 Name: China Pharmaceutical Industry Association, hereinafter referred to as CPIA.

Article 2 CPIA is a national, industrial, non-profit, nongovernmental organization consisted of major pharmaceutical companies, local pharmaceutical associations, institutes of pharmaceutical research or design, higher education institutes, and secondary vocational schools who join CPIA voluntarily.

Article 3 The tenet of CPIA is to hold high the great banner of socialism with Chinese characteristics, to stick to Deng Xiaoping Theory and the Important Thought of “Three Represents” as the guidelines, to implement scientific outlook on development and a series of state-governing concepts of Xi Jinping, and to meet all the requirements related with the health-care system reform. CPIA is aimed at serving enterprises to protect their lawful rights and interests, serving the industry to strengthen the industrial self-discipline and promote the construction of industrial credibility system, serving the government to facilitate the communication between member enterprises and government authorities and undertake the work entrusted by government authorities, and serving the society to seriously carry out social responsibilities of enterprises so as to facilitate the fast and healthy development of the pharmaceutical industry.

CPIA abides by the constitution, laws, regulations and national policies, and complies with the social ethics and customs.

Article 4 CPIA’s competent authority is the State-owned Assets Supervision and Administration Commission of the State Council, and it was founded under the approval of the Ministry of Civil Affairs.

Article 5 CPIA is located in Beijing.

Chapter Two The Scope of Business

Article 6 The scope of business of CPIA:

(1) Publicize and implement national laws, regulations, and related guidelines and policies, deliver the government’s requirements to the industry and enterprises, and present legitimate demands of the industry and member organizations to relevant government agencies;

(2) Collect, publish and release the basic data and information of the pharmaceutical industry; conduct statistic analysis upon authorization; propose suggestion on industrial development plans, major technical and economic policies and regulations through studies and researches; assist the government to draft related industrial standards of technology and quality; improve the management level of the industry and boost the development of the industry;

(3) Under the guidance of related national laws, regulations and policies, collect and address problems related with the production and sales from member enterprises, put forward reasonable proposals to related government agencies, and safeguard legal rights of member organizations;

(4) Offer enterprises consulting services on technological transformation, technique acquisition, production management, clean production and marketing, and timely release both domestic and abroad technical, economic and market information;

(5) Facilitate the innovation capability of enterprises with the focus on the development, promotion and application of new products, new processes, new technologies, new equipment and new types of raw and auxiliary materials; organize exchange activities about techniques and quality;

(6) Provide various lectures and training courses concerning technique, quality, market, marketing, management, laws, etc.; focus on the education and supervision of drugs’ safe production and environmental protection; help member organizations train professionals and enhance the quality of their staff;

(7) Actively conduct international exchanges, facilitate the international economic and technical communication and cooperation, study and address the problems occurring in the import and export of techniques and products, organize well the digestion, absorption, enhancement and transfer of new techniques introduced from abroad;

(8) Assist member organizations to settle down disputes in the international trade according to WTO regulations, and safeguard the legal rights of our country, the industry and member organizations;

(9) Strengthen the industrial self-discipline, promote the construction of industrial credibility system, unite member organizations to frame industrial codes and rules of practice, build and perfect the industrial self-discipline management mechanism, regulate the behavior of member organizations, establish a rapport among them, maintain the fair competition market environment, and carry out industrial supervision;

(10) Undertake the work entrusted by government agencies, hold trade fairs and exhibitions based on the demand of the market and industry development, and create favorable atmosphere for enterprises to expand their market shares.

Chapter Three Membership

Article 7 CPIA adopts the system of unit membership. It will not accept any individual as its member.

Article 8 Organizations which apply to join CPIA shall comply with the following requirements:

(1) Agree with the Constitution of CPIA;

(2) Willing to join CPIA;

(3) Enterprises with independent corporate capacity of different ownership structures engaged in pharmaceutical manufacturing and supporting services, relevant institutes of pharmaceutical research or design, higher education institutes and secondary vocational schools, local pharmaceutical associations, qualified service providers etc. can apply to join CPIA.

Article 9 Procedures of joining CPIA:

(1) Submit the application form;

(2) Discussed and approved by the Board of Directors;

(3) The Board of Directors will authorize the administrative office to issue the certificate to the member and make a relevant announcement.

Article 10 Rights enjoyed by member organizations:

(1) The right to vote and to be elected in CPIA;

(2) The right to participate in the activities of CPIA, to criticize and supervise the work of CPIA, and to propose suggestion;

(3) The preferential right to participate in various academic and training activities of CPIA, to obtain various information, materials and publications issued by CPIA, and to acquire new techniques and new products recommended by CPIA;

(4) The right to have their lawful rights and interests protected;

(5) The right to join CPIA voluntarily and the freedom of resignation.

Article 11 Obligations of member organizations:

(1) Implement resolutions of CPIA, comply with the Constitution of CPIA and the industrial regulations and codes;

(2) Safeguard lawful rights and interests of CPIA;

(3) Accomplish tasks entrusted by CPIA;

(4) Pay the annual membership fee in accordance with provisions;

(5) Submit accurate production, technical and economic reports timely, and provide various technical and economic materials and information asked by CPIA.

Article 12 Any member who wishes to resign from CPIA shall give the notice in writing to CPIA, and shall return the membership certificate. The resignation will come into effect after the notice get registered with the Board of Directors and the membership is canceled.

Members who fail to fulfill their obligations for two consecutive years are deemed to resign from CPIA automatically.

Article 13 For any member whose activities seriously violate the Constitution of CPIA, the Board of Directors will cancel its membership and recall its membership certificate after the internal discussion.

Chapter Four Organization Structure and the Appointment and Dismissal of Leading Officials

Article 14 The highest authority of CPIA is the General Meeting, the responsibilities of which are:

(1) Draw up and amend the Constitution;

(2) Elect and dismiss directors of the Board of Directors;

(3) Review the work report and financial report of the Board of Directors;

(4) Set and revise the standards of membership fees;

(5) Determine the guiding principles and tasks of CPIA;

(6) Formulate and amend industrial regulations and codes;

(7) Decide to terminate certain matters;

(8) Decide on other important issues of CPIA.

Article 15 The General Meeting will only be convened when more than 2/3 members of CPIA attend the meeting. The resolutions of the meeting will only be valid when they are approved by over half of the members attending the General Meeting.

Article 16 The General Meeting of CPIA is held every five years.

Article 17 The Board of Directors is the executive body of the General Meeting, and is responsible to the General Meeting. When the General Meeting is not in session, the Board of Directors directs the work of CPIA.

The Board of Directors is elected for a term of five years. In case it needs to terminate the term in advance or extend the term in special circumstances, the decision should be approved through votes by the Board of Directors, get reviewed by the competent authority and get approved by the Ministry of Civil Affairs. The extension should be no more than one year.

Article 18 Responsibilities of the Board of Directors:

(1) Implement resolutions of the General Meeting;

(2) Elect and dismiss the Chairman and the Vice Chairman, and decide upon the appointment and dismissal of the Secretary-General;

(3) Prepare and convene the General Meeting;

(4) Report the work and financial status of CPIA to the General Meeting;

(5) Decide to recruit or remove the members;

(6) Decide upon the establishment, cancellation and change of administrative bodies, affiliates, representative bodies and entities;

(7) Appoint Deputy Secretary-Generals and major responsible persons of all working units;

(8) Determine the establishment of honorary positions and their candidates;

(9) Direct working units of CPIA to carry out the work;

(10) Develop the internal management system;

(11) Propose to terminate a motion;

(12) Decide upon other major issues.

Article 19 The meeting of the Board of Directors will only be convened when more than 2/3 directors of CPIA attend the meeting. The resolutions of the meeting will only be valid when they are approved by over 2/3 of the directors attending the meeting.

Article 20 The Board of Directors meets in session at least once a year. In special circumstances, tele-conference can be an option.

Article 21 The Chairman, Vice Chairman and Secretary-General of CPIA should meet the following requirements:

(1) Adhere to the routes, guiding principles and policies of the Chinese Communist Party, and have political competence;

(2) Have great impact in the business areas of CPIA;

(3) The highest age of the Chairman and Vice Chairman should be 70 years, and the Secretary-General should be younger than 65 years old and should be full-time;

(4) Be in good health, and can work normally;

(5) Do not have the record of criminal penalty of being deprived of political rights;

(6) Have full capacity for civil conduct.

Article 22 If the Chairman, Vice Chairman and Secretary-General of CPIA are above the age limits, the procedures for their resignation should be handled.

Article 23 The Chairman and Vice Chairmen of CPIA are elected for a term of five years. They shall serve no more than two consecutive terms.

Article 24 The Chairman is the legal representative of CPIA.

In special circumstances, entrusted by the Chairman and approved by the Board of Directors, the Vice Chairman can act as the legal representative of CPIA after being reviewed by the competent authority and approved by the Ministry of Civil Affairs.

The legal representative can sign important documents on behalf of CPIA.

The legal representative of CPIA should not serve as the legal representative of any other organizations.

Article 25 Obligations of the Chairman:

(1) Convene and chair the meetings of the Board of Directors;

(2) Oversee the enforcement of resolutions of the General Meeting and meetings of the Board of Directors.

Article 26 Obligations of the Secretary-General:

(1) Direct the daily work of working units, and oversee the implementation of the annual work plan;

(2) Coordinate the work among affiliates, representative bodies and entities;

(3) Deal with other daily work.

Chapter Five Principles of Assets Management and Use

Article 27 Sources of funding of CPIA:

(1) Membership fees;

(2) Donation;

(3) Financial aid from the government;

(4) Revenue from activities and services provided by CPIA within the approved scope of business;

(5) Interest;

(6) Other lawful incomes.

Article 28 CPIA shall collect the membership fees in accordance with the relevant national stipulations.

Article 29 The funds of CPIA are mainly used for:

(1) Business expenses within the business scope of CPIA;

(2) Daily operation expenses of CPIA and wages, insurances, bonuses and benefits of its staff;

(3) Other reasonable expenses for carrying out the work of CPIA.

Article 30 The funds of CPIA should only be used for the development of CPIA within the business scope stated in this Constitution, and should not be distributed among its members.

Article 31 CPIA establishes a strict financial management system, and guarantees the accounting data is legal, true, accurate and complete.

Article 32 CPIA has or hires qualified accountants. The accountant shall not serve as the cashier. The accountant shall conduct and oversee the accounting. When the accountant transfers or leaves the position, hand-over procedures must be completed.

Article 33 CPIA follows the financial management regulations stipulated by the government in managing its assets, and accepts the supervision from the General Meeting and the financial department. The funds from the government appropriation or social donation shall be supervised by the auditing authority, and the relevant information shall be reported to the public in proper ways.

Article 34 Before a new Board of Directors is elected or CPIA changes its legal representative, it must accept the financial audit.

Article 35 No organization or individual is allowed to occupy, divide or embezzle the assets of CPIA.

Article 36 Wages, insurances and benefits of the full-time staff of CPIA are determined in accordance with the relevant regulations enforced by the government on the institutions.

Chapter Six Amendment Procedures of the Constitution

Article 37 The amendment of the Constitution of CPIA shall first be approved by the Board of Directors, and then be reported to the General Meeting for review and discussion.

Article 38 The amended Constitution of CPIA shall be submitted to the competent authority for review within 15 days after being approved by the General Meeting. Being approved by the competent authority, the amended Constitution will come into force after being approved by the Ministry of Civil Affairs.

Chapter Seven Termination Procedure & Property Disposition after Termination

Article 39 If CPIA had achieved its aim or should be dismissed or should be written off because of demerger or merger, the Board of Directors shall propose the termination motion.

Article 40 The termination motion of CPIA shall first be approved by the General Meeting, and then be submitted to the competent authority for review and approval.

Article 41 Before the termination of CPIA, it should organize a liquidation team under the guidance of the competent authority and related authorities, which is responsible for the liquidation of liability and debts, and handling the related issues. During the liquidation, no activities other than the liquidation itself should be conducted.

Article 42 The termination of CPIA is effective after the registration of cancellation is done with the Ministry of Civil Affairs.

Article 43 Under the supervision of the competent authority and the Ministry of Civil Affairs, the assets remained after the termination of CPIA shall be used for the development of business related with the tenet of CPIA according to related national regulations.

Chapter Eight Supplementary Provisions

Article 44 The present Constitution is approved by the 9th General Meeting on May 26, 2017.

Article 45 CPIA’s Board of Directors reserves the right for interpreting this Constitution.

Article 46 This Constitution comes into force from the date of approval by the Ministry of Civil Affairs.

Article 1. Name:China Pharmaceutical Industry Association.Its abbreviated name is