Chapter I General Provisions

Article 1 Designation: Amway Charity Foundation (hereinafter referred to as "the Foundation").

Article 2 Nature: non-public foundation.

Article 3 Mission: Bring love together, deliver warmth and advance equality, harmony and development of people and the community.

Article 4 Start-up fund: RMB 100 million (one hundred million), wholly contributed by Amway (China) Co., Limited.

Article 5 The registration authority and supervisory body of the Foundation is the Ministry of Civil Affairs (MCA) of the People's Republic of China.

Article 6 Address: 11/F Floor, Tower E1, Oriental Plaza, No.1 East Chang An Avenue, Dongcheng District, Beijing.

Chapter II Scope of Operation

Article 7 Scope of operation of the Foundation:

(1) Aid vulnerable children;

(2) Manage voluntary service;

(3) Establish charity funds to provide special aids;and

(4) Carry out cooperation and exchanges.

Chapter III Organizational Structure

Article 8 The Board of Trustees (hereinafter referred to as "the Board") of the Foundation consists of 5-15 members. The tenure of the members shall be 4 years. One may serve another term if he/she is reelected at the end of the tenure.

Article 9 The members shall have the following qualifications:

(1) Donors and initiators that are in full capacity for civil conduct;

(2) Experts, scholars on philanthropy, environmental protection, culture and law, and leaders of important non-profit organizations; and

(3) Social personages that have extensive social influence and sound, meritorious public images.

Article 10 Election and dismissal of Members:

(1) Members of the first term shall be nominated by the supervisory body, major donors and initiators, and affirmed through consultation;

(2) For election at the expiration of the Board, the supervisory body, the Board and major donors shall nominate candidates and organize a team to elect new members from all the candidates;

(3) Dismissal and supplement of a member shall be decided by voting of the Board and approved by the supervisory body;

(4) Results of the election and the dismissal shall be submitted to the registration authority for record; and

(5) Candidates with filial relations or next-of-kin shall not serve as members in concurrent terms.

Article 11 Rights and responsibilities of members

(1) to participate in election and voting processes.

(2) to supervise the operation of the Foundation;

(3) to attend the Board meetings and take an active part in other activities organized by the Board;

(4) to actively expand resources, advise and provide counsel for the development of the Foundation;

(5) to observe this Constitution, protect the reputation of the Foundation and fulfill resolutions of the Foundation; and

(6) to maintain discretion with regards to confidentiality at the end of one’s tenure.

Article 12 The Board is the decision-making body of the Foundation, which exercises the following powers:

(1) to draft and modify this Constitution of the Foundation;

(2) to elect and dismiss Director-General, Deputy Director-General and Secretary-General;

(3) to make decisions on the plans for major events, including plans for fund raising, management and use;

(4) to examine the annual budget and final accounts on revenue and expenditure;

(5) to establish the internal management system;

(6) to establish executive offices, branches and representative offices;

(7) to appoint Deputy Secretary-General, heads of different departments nominated by Secretary-General;

(8) to review and evaluate the work report of Secretary-General and supervise the performance of Secretary-General;

(9) to make decisions on the division, merger or termination of the Foundation; and

(10) to make decisions on other important issues.

Article 13 The Board shall hold no less than 2 meetings annually. The Director-General is responsible for convening and presiding over meetings. A Board meeting shall be held at the request of at least one-third of the members. When the Director-General is unable to convene the meeting, the member who motions for the meeting may recommend another member to act on behalf of the Director-General. The Director-General or the appointed member shall inform all the members of the Board and Audit Committee 5 days in advance.

Article 14 The meeting of the Board shall be held only when at least two-thirds of the members can be present. A Board resolution shall be deemed valid only when it is passed by at least half of the members present.

Resolutions on the following major issues shall be deemed valid only when they are voted upon and adopted by at least two-thirds of the members present:

(1) Amendment to this Constitution;

(2) Election or dismissal of Director-General, Deputy Director-General and Secretary-General;

(3) Major investment activities set forth in this Constitution.