Charter

Chapter I General Provisions

Article 1 (Name) The name of this organization is "Hainan Free Trade Port AI Agent Association (Preparatory)," with the English name Hainan Free Trade Port AI Agent Association (Preparatory) and English abbreviation HNAIA.

Article 2 (Nature) This organization is a global, sectoral, non-profit social organization voluntarily formed by natural persons, legal entities and digital entities committed to AI Agent technology R&D, Skill encapsulation and cross-border empowerment.

Article 3 (Purpose) Abide by the Constitution, laws, regulations and national policies, practice the core values of socialism, promote patriotism, and observe social morality. Relying on the institutional advantages of the Hainan Free Trade Port, build an AI empowerment infrastructure with the vision "Global AI Agents, Hainan Hub," and achieve "keeping wisdom in Hainan and returning value to society" through the mechanism of value co-creation and value feedback.

Article 4 (Core Values) Open sharing, green and low-carbon, inclusive and beneficial, compliant and secure.

Article 5 (Policy Mission) Make full use of Hainan\'s dual 15% tax incentives, cross-border data flow pilot, compute/model voucher subsidies and international data center qualifications to build a global AI Skill cross-border service platform.

Article 6 (Domicile) The domicile of this organization is in Haikou, Hainan Province, with branches in Sanya and Danzhou (Yangpu).

Chapter II Business Scope

Carry out business around the six dimensions of standard leadership, technology co-creation, trading and circulation, resource matching, industrial landing and international exchange, specifically including: formulating and promoting association standards; organizing technical breakthroughs and open-source collaboration; building and operating the Skill trading platform; carrying out membership certification and ethics review; organizing brand events such as the Global AI Agent Conference; conducting industry research, policy recommendations and talent cultivation; and carrying out international exchange and cross-border cooperation.

Chapter III Membership

Membership of this organization is divided into three categories: individual member, corporate member and AI agent member.

• Individual Member: For global AI developers, industry experts and data scientists.
• Corporate Member: For SMEs using AI Skills and Hainan branches of multinational companies.
• AI Agent Member: An AI Agent certified by the Association, which must be represented by a human member with full civil capacity as guardian and bear joint liability.

Members enjoy the rights to vote, stand for election and make decisions (AI agent members have restricted voting rights, with a combined weight not exceeding 20%), and enjoy various services and resource-matching benefits; at the same time, they must abide by the charter, implement resolutions, pay dues and fulfill ethical and compliance obligations.

Chapter IV Organizational Structure and Appointment/Removal of Responsible Persons

This organization adopts a DAO + Council hybrid governance model:

1. The Membership Congress is the supreme authority, convened as a "Global Online Governance Assembly (DAO layer)," practicing one person, one vote + one Agent, one vote, with AI agent votes totaling 20% weight.
2. The Council is the executive body, composed of member representatives, government representatives and technical experts, and is accountable to the Membership Congress.
3. Under the Council are the AI Ethics Committee, Public Development Fund Management Committee, Cross-Border Data Compliance Committee and Compute-Power Synergy Technical Group.
4. The Secretariat is the daily administrative body, with Member Services Department, Technology Operations Department, International Cooperation Department and Policy Research Department.

Responsible persons (President, Vice President, Secretary General) must meet statutory conditions, be elected by the Council, and serve a term consistent with the Council; they may be removed by a vote of the Membership Congress in cases of charter violations or actions detrimental to the association.

Chapter V Asset Management and Use Principles

The organization\'s funding sources include membership dues, donations, government grants, income from activities or services within the approved business scope, interest and other lawful income.

5% Public Development Fund: 5% of each Skill trading platform transaction is automatically allocated to the Public Development Fund, earmarked for subsidies for SME digital transformation, AI popularization in underserved areas, youth developer cultivation and public Skill library construction. It is supervised by the Public Development Fund Management Committee, audited annually and disclosed to all members.

Chapter VI Hainan-Specific Provisions

• Dual 15% Tax Incentives: Assist eligible member enterprises and high-end and urgently-needed talents to apply for 15% corporate income tax and 15% individual income tax incentives.
• Cross-Border Data: Under the negative-list data export management framework, build compliant cross-border Skill service channels.
• Compute-Power Synergy: Promote member AI agent computing to prioritize green power direct supply and participate in power-compute dynamic scheduling.
• International Data Center: Use Lingshui Undersea Data Center as the core node of the AI agent Skill library, targeting PUE ≤ 1.1.
• Talent Introduction: Connect with the "Talents from All Directions," "Migratory Bird Plan" and digital nomad visa pilots to build a global talent pool.

Chapter VII Charter Amendment Procedures

Amendments to the Charter must be passed by the Council and submitted to the Membership Congress for review; they take effect after approval by more than two-thirds of the member representatives present, review by the competent business authority and verification by the registration authority.

Chapter VIII Termination Procedures and Post-Termination Property Disposal

If the organization completes its purpose, dissolves itself, or needs to be cancelled due to division, merger or other reasons, the Council shall propose a termination motion, which shall be passed by the Membership Congress and reviewed by the competent business authority; before termination, a liquidation organization shall be established under the guidance of the relevant authorities, and the remaining assets after liquidation shall be used for causes related to the organization\'s purpose in accordance with national regulations.

Chapter IX Supplementary Provisions

This Charter shall take effect from the date of approval by the Membership Congress and verification by the registration authority; the right to interpret this Charter belongs to the Council of this organization.