(The English version is used for reference only. Should the English version doesn't match the meaning of the original text in Chinese, the Chinese version shall prevail.)

NAFMII Constitution

Article 1

This Association is called the National Association of Financial Market Institutional Investors (thereafter called NAFMII for short).

Article 2

NAFMII is a self-regulatory organization joined by inter-bank market participants, intermediaries, related practitioners as well as experts and scholars on a voluntary basis. It is a national non-profit social group.

Article 3

The aims of the Association are: to abide by the country’s Constitution, laws, regulations and policies and conduct self-regulatory management in the inter-bank market; to serve members and protect their legitimate rights and interests; to maintain fair competitions in the inter-bank market and promote standardized and healthy development of the market.

Article 4

NAFMII is under direct business guidance, supervision and management by the People’s Bank of China (PBOC) and the Ministry of Civil Affairs (MOCA).

Article 5

The registered location of NAFMII and all of its standing bodies are in Beijing.

Article 6

The inter-bank market referred by this Constitution comprises the inter-bank bond market, the inter-bank lending market, the inter-bank foreign exchange market, the inter-bank bill market and the inter-bank gold market.

Article 7

Scope of Business:

I. To formulate self-regulatory rules, business standards and professional ethics and to supervise over their implementation;

II. To protect the legitimate rights and interests of NAFMII members and represent them to raise concerns, proposals and requests they encountered during their business operations to related authorities and legislatures.

III. To educate members and enhance their awareness to obey relevant State laws and regulations as well as guidelines, norms and rules promulgated by the Association; to supervise and examine members’ practices and to penalize those who violated NAFMII Constitution and self-regulatory rules in a bid to maintain market order.

IV. To mediate disputes between NAFMII members and between its members and customers;

V. To organize continuing education and business training programs for practitioners to improve their business skills and vocational capabilities.

VI. To organize researches and exchanges among NAFMII members; to initiate and manage the research and development of new products that are demanded by members, suitable the characteristics of the inter-bank market and in accordance with relevant State stipulations to promote standardized business operation and business management.

VII. To collect, sort out and publish relevant market data and information to serve NAFMII members;

VIII. To conduct studies on issues related to market development, offer NAFMII members suggestions on business expansion and provide ideas for market development to relevant authorities.

IX. To carry out other works aimed at fulfilling the Association’s purpose;

X. To undertake other duties and responsibilities bestowed by the Congress of NAFMII and those delegated by the PBOC.

Article 8

The types of NAFMII members consist of both corporations and individuals. NAFMII conducts classified management on its members according to its needs.

Article 9

Prerequisites for joining NAFMII membership are:

I. Upholding the Association’s Constitution

II. With wishes to join the Association

III. Corporations should be an independent legal entity (subsidiaries must obtain permissions from their parent company) and gain approval from or have been put on record by the PBOC or its authorized institutions before engaging in related inter-bank market businesses.

IV. Individuals should be practitioners in the inter-bank market or related experts and scholars in related fields with full civil capacity.

V. Must meet other criteria set by the Association.

Article 10

Procedures for joining NAFMII membership:

I. Submitting a membership application

II. The completed application will be passed on to the Executive Council of NAFMII for decision.

III. Should the member qualified for membership, the Secretariat will award applicants the membership certificate on behalf of the Council of NAFMII.

Article 11

Benefits of NAFMII membership:

I. Have the right to elect, being elected and to vote.

II. Ask the Association to safeguard their legitimate rights and interests from being compromised.

III. Members can reflect their opinions and suggestions to related supervisory authorities through the Association.

IV. Formal involvement in developing new products and engaging in new business that are encouraged by the self-regulatory rules and regulations of the Association.

V. Access to NAFMII-initiated training programs and seminars and other services offered by the Association.

VI. . Members can oversee the Association’s work and make criticisms and suggestions to the Association.

VII. The right to join and exit from the Association on a voluntary basis.

VIII. Other rights and benefits stipulated by the Congress of NAFMII.

Article 12

Members’ obligations:

I. Must comply with the Association’s Constitution and other rules and regulations.

II. Implementing resolutions approved by the Association.

III. Safeguard the Association’s legitimate rights and interests.

IV. Actively participate in NAFMII-organized activities and deliver works assigned by the Association.

V. .Express concerns and issues to NAFMII and submit relevant materials requested by the Association.

VI. .Must pay the annual membership fees in accordance with related rules and regulations.

VII. To fulfill other obligations stipulated by the Congress of NAFMII.

Article 13

Should members wish to exit from NAFMII, they must submit a written letter and hand-in its membership certificate.

Members will be regarded as voluntary exit from the Association if they do not pay their annual membership fees or take part in NAFMII activities without cause for more than one year.

Article 14

In the event of a serious breach or contravention of the Constitution, members can lose their membership should the Council or the Executive Council of NAFMII voted in favor of this decision.

Article 15

Each corporation member shall appoint a delegate on its behalf to fulfill its duties and responsibilities in NAFMII. A corporation member must submit a written report to NAFMII should they want to replace the delegate.

Article 16

NAFMII is formed by the Congress, the Council, the Executive Committee, the Governing Council and the Secretariat.

Section 1

The Congress of NAFMII

Article 17

The Congress is the highest authority of NAFMII. The mechanism for electing Congress members are decided by the last session of the Executive Committee (mechanism for electing the first session of Congress members were made by the Organizing Committee of the Association)

Article 18

The duties and responsibilities of the Congress include:

I. To develop and revise the Constitution;

II. To review and approve the work report of the Council and the financial report of the Association.

III. To elect and remove directors and supervisors.

IV. To review and set membership fees standards.

V. To review and decide events such as merger, separation and termination of the Association.

VI. To decide other major issues that the Congress is responsible for.

Article 19

The Congress of the Association shall be convened only when more than two-thirds of Congress members attend and its resolutions can only take effect after being passed by more than half of the Congress members. But clause 1 and clause 6 of Article 18 will only take effect after being passed and approved by more than two-thirds of participating members.

Article 20

The Congress of the Association is held once every four years. An interim Congress can be held if the Council of NAFMII considers it is necessary or more than one-third of the Congress members submit a joint motion for its convocation.

Under some special circumstances, the Congress can be held via telecommunications.

Article 21

The Congress serves a four-year term. Earlier or late re-election under special circumstances must be voted by the Council and approved by the PBOC and the MOCA. The postponement of the re-election cannot be over one year.

Section 2

The Council of NAFMII

Article 22

The Council of NAFMII is the executive body of the Congress, which is in charge of the Association’s daily work during the period when the Congress is in recess. It is responsible for the Congress.

Article 23

The members of the Council are elected through the Congress and serve four-year terms. Eligibility for members of the Council:

I. Having certain representativeness among NAFMII members.

II. Capable of exercising their rights and fulfilling their obligations.

III. Support the works of the Association.

IV. Other prerequisites set by the Congress of the Association.

Article 24

The responsibilities of Council members:

I. Responsible for convening the Congress of NAFMII.

II. Report to the Congress on works carried out by the Association and its financial conditions.

III. Implement resolutions passed by the Congress.

IV. Review the annual work report and financial report of the Association.

V. Elect, appoint and remove the president, vice president and secretary general of the Association.

VI. Elect, appoint and remove members of the Executive Council.

VII. Award or terminate membership to applicants or current NAFMII member respectively.

VIII. Review and promulgate self-regulatory rules and regulations, industrial standards and business norms.

IX. Commend, award or penalize NAFMII members.

X. Determine the structure and professional committees of the Association.

XI. Review and approve important rules and regulations of NAFMII.

XII. Resolve other important issues of the Association.

Article 25

The Council is convened at least once a year. An interim Council meeting can be held if the Executive Council considers it is necessary or more than one-third of Council members submit a joint motion for its convocation.

Under some special circumstances, the meeting can be held via telecommunications.

Article 26

The Council meeting can be convened only when more than two-thirds of members are present, and its resolutions can only take effect after being passed by more than half of the members.

Article 27

Professional committees can be set up under the Council if required, and related regulations on the management of these committees are separately formulate by the Council.

Section 3

The Executive Council

Article 28

The Executive Council set up under NAFMII is responsible for the Council and undertakes its responsibilities when it is in recess.

Article 29

Members of Executive Council are elected by the council members and serve two-year terms.

Article 30

The responsibilities of the Executive Council:

I. Convene and chair the Council meetings.

II. Organize the implementation of resolutions passed by the Congress of the Council meetings.

III. Draw up the Association’s annual working planand financial planning.

IV. Review the internal rules and regulations of the Association.

V. Propose to the Council about the establishment of professional committees.

VI. Appoint deputy secretary-general of NAFMII.

VII. Exercise responsibilities as stated in Clause 1, Clause 3, Clause 7, Clause 8, Clause 9, Clause 10 and Clause 11 of Article 24 and other responsibilities stipulated in the Constitution when the Council is in recess.

VIII. Undertake other assignments delegated or commissioned by supervisory authorities.

Article 31

Members of the Executive Council shall meet at least once every six months. An interim Executive Council meeting will be convened when the senior management of the Association consider it is necessary or more than one-third of the Executive Council members file a joint motion for its convocation.

The chief of the Governing Council will attend the Executive Council meeting only as an observer.

Under special circumstances, the Executive Council meeting can be held via telecommunications.

Article 32

The Executive Council meeting can only be commenced with the participation of more than two-thirds of Executive Council members, and its resolutions can take effect only after more than half of participating members are voted in favor of it.

Section 4

The Governing Council

Article 33

The Governing Council is set up under NAFMII, composed of all of the supervisors. It oversees the work of the Association.

Article 34

Members of the Governing Council are elected by the Congress of the Association, which serve four-year terms. The prerequisites for supervisors can refer to the ones listed in Article 23 for members of the Council.

Council member and supervisors of the Association must not be served concurrently.

Article 35

The responsibilities of the Governing Council include:

I. Monitor the implementation of NAFMII Constitution and all of the resolutions passed by the Congress and report the results to the Congress.

II. Attend the Council meetings as an observer and oversees its work.

III. Elect, appoint and remove the head of the Governing Council.

IV. Auditing the financial reports of the Association and report the results to the Congress of the Association.

Section 5

Management Team of NAFMII

Article 36

The management team of NAFMII comprised of one president, one executive vice president and a few vice presidents. The president and vice presidents are nominated by the last Executive Council members (The first president and vice presidents were nominated by the Organizing Committee of the Association), and are elected by the Council. They can only formally take their posts after gaining approval from the PBOC.

Article 37

The responsibilities of the President of NAFMII:

I. Organize and chair the Executive Council meeting.

II. Examine the implementation of relevant resolutions passed by the Congress, the Council members and Executive council meetings.

III. Employ head of the Association’s professional committees and representing bodies.

IV. Fulfill other duties and responsibilities bestowed by the Executive Council.

The vice presidents assist the president in his or her daily work. The executive vice president will undertake the president’s responsibilities should the president is absent.

Article 38

A full-time secretary general and several deputy secretary-generals are employed. The secretary general is also the executive vice president of the Association and a member of the Executive Council The secretary general is nominated by the PBOC and elected by the Council of NAFMII.

The Secretariat is responsible for the daily management of the Association and is comprised of a number of departments according to the necessity of its work.

Article 39

The secretary general is the legal representative of the Association which cannot be served as the legal representative of other social groups concurrently

Article 40

The responsibilities of the secretary general:

I. In charge of the Secretariat’s daily work.

II. Represent the Association to sign important documents.

III. Organize the implementation of the annual work plans and financial planning of the Association.

IV. Coordinate work among all representative bodies.

V. Nominate the deputy secretary-general and heads of all professional committees.

VI. Employ chiefs of all interior bodies under the Secretariat.

VII. Hire all full-time staffs of internal departments under the Secretariat.

VIII. Handle the Association’s other daily work.

Deputy secretary-generals assist the secretary general in his or her work, and a delegate will be appointed by the secretary general during his or her absence.

Article 41

Prerequisites for president, vice presidents, chief of Governing Council and the secretary general:

I. Stick to Party lines and policies and possess a good political caliber.

II. Have extensive experience in the financial industry and is reputable in the inter-bank business circles.

III. Hold a bachelor-above degree and have been engaged in the financial industry for more than five years or in the economic filed for more than eight years.

IV. No older than 70 years old

V. In good health and is able to undertake normal daily work.

VI. Never had criminal punishment records which will deprive a person’s political rights.

VII. With full civil capacity.

VIII. In compliance with the basic employment requirements set out by the MOCA for main officials of social groups and organizations.

IX. Meet other Prerequisites required by the Congress of the Association.

Article 42

Should the president, vice presidents, the head Governing Council and secretary general be over 70 years old, they can remain in office only after passed by the Council of NAFMII and is approved by the PBOC and the MOCA.

Article 43

The president, vice presidents and the head of Governing Council serve two-year terms and can be re-elected. Nevertheless, there can be no more than two terms in office. If they have to serve more than two terms under special circumstances, this should be passed by the Council of NAFMII and must be approved by the PBOC and the MOCA.

Article 44

Sources of funding:

I. Membership fees.

II. Subsidies and donations.

III. Revenues generated from business operations or services within the authorized scope.

IV. Interest income.

V. Other legitimate incomes.

Article 45

Charge Association members with membership fees in accordance with relevant State laws and regulations.

Article 46

The funds must be used for the development of designated businesses and should not be distributed among association members.

Article 47

A set of strict financial management system should be set up under NAFMII to ensure the legitimacy, authenticity, accuracy, and completeness of the Association’s accounting data.

Article 48

NAFMII should employ qualified accountants whom should not serve as cashiers concurrently. Accountants should comply with accounting rules and regulations and oversees accounting procedures. Standardized handover procedures should be in place between accountants and its successors should the former have to leave their posts.

Article 49

NAFMII’s assets management must be in conformity with the State financial management system and accept supervisions from the Congress and the Governing Council of NAFMII and the country’s financial authorities.

The Association should make use of donations according to the requirements of donators and report to them their utilization.

Article 50

The Association must accept financial audits organized by the PBOC and the MOCA before its term expires or wants to change its legal representative.

Article 51

The assets of the Association should not be occupied, partitioned and misappropriated by any corporations or individuals.

Article 52

Salaries, insurance and welfares of the Association’s full-time staff should be offered in accordance with relevant State stipulations.

Article 53

The Secretariat should report to the Council, the Executive Council and the Congress about the budgetary revenues and expenditures of the Association on a regular basis.

Article 54

The revision of the Constitution should be examined and approved by the Congress of NAFMII after being voted and passed by its Council.

Article 55

The amendment of the Constitution can only become effective after being voted and passed by the Congress of the Association, and have obtained approvals from the PBOCand a the MOCA.

Article 56

The Council of NAFMII should raise a motion for termination should the Association has fulfilled its missions and wants to disband or needs to be annulled due to separation and/or merger.

Article 57

The motion for termination should be voted and passed by the Congress of the Association and approved by the PBOC.

Article 58

Before its termination, the Association should set up a liquidation organization under the guidance of the PBOC and relevant supervisory authorities to liquidate its credits and liabilities. During the period of liquidation, any unrelated business and transactions are not allowed.

Article 59

The termination of the Association is marked by the deregistration from the MOCA.

Article 60

The assets left after the termination of NAFMII will be used for relevant causes under the supervision of the PBOC and the MOCA and will be in accordance with relevant State statutes.

Article 61

The Constitution was voted and passed by the Congress of the Association on August 8, 2007, and was revised by the second meeting of the second Members Congress.

Article 62

The Council of NAFMII is responsible for the interpretation of the Constitution.

Article 63

The Constitution takes effect after being approved by the PBOC and the MOCA.