Laws of the People's Republic of China

CHAPTER I GENERAL PROVISIONS CHAPTER II THE ADMINISTRATION BOARD CHAPTER III ORGANIZATION CHAPTER IV MEMBERSHIP CHAPTER V TRANSACTIONS CHAPTER VI AGENCY CHAPTER VII PRICES CHAPTER VIII SETTLEMENT AND DELIVERY CHAPTER IX SUPERVISION, ARBITRATION, PENALTIES

   Article 1 These provisions are formulated in accordance with the relevant laws and policies of the State with a view to developing the planned commodity economy and coordinating the planned adjustment and the market adjustment of commodities.

   Article 2 The Shanghai Metal Exchange (hereinafter referred to as "the Exchange") is under the joint leadership of the Ministry of Materials and Supplies and the Shanghai Municipal People's Government.

   Article 3 The Exchange is a not-for-profit state-owned legal entity, whose expenditures shall be fully set off by its incomes and which shall assume sole responsibility for its profits and losses.

   Article 4 The task of the Exchange is to direct and control dealings in metal material spots and futures, which shall be transacted in an open, fair and regular way in a designated place of business.

   Article 5 All persons and organizations doing business on the Exchange shall abide by these provisions.

CHAPTER II THE ADMINISTRATION BOARD

   Article 6 The administration board of the Shanghai Metal Exchange (hereinafter referred to as "the administration board") is formed by the Metal Material Department, the General Management Department and the Foreign Economic Cooperation Department of the Ministry of Materials and Supplies and the Planning Committee, the Office of Economic Reform, the Bureau of Materials and Supplies, the Finance Bureau, the Administration for Industry and Commerce and the Pricing Bureau of the Shanghai Municipal People's Government.

   Article 7 The chief function of the administration board are:

1. To formulate and revise the Regulations of the Shanghai Metal Exchange for Transaction of Business in accordance with these provisions;

2. To supervise and direct the work of the Exchange;

3. To coordinate the work of the Exchange as regards the relation between policies, between different government departments and between different parts of the country; and

4. To examine and determine the kinds of commodities to be bought and sold on the Exchange.

   Article 8 The Exchange is a society made up of its members.

   Article 9 The board of directors is made up of the representatives of the investors and the representatives elected by the general meeting of the members of the Exchange.

   Article 10 The board of directors is the highest governing body of the Exchange and is responsible for its administration and management. The functions of the board of directors are: to formulate and revise the articles of association of the Exchange; to decide important matters within the Exchange; to approve admission of new members; and to appoint senior officers of the Exchange (the president, the vice-president).

   Article 11 The president is responsible for the administration and management of the Exchange under the leadership of the board of directors. The president is the legal representative of the Exchange and is responsible to the board of directors.

   Article 12 A board of supervisors composed of five to seven officials and experts from the Ministry of Materials and Supplies and the Shanghai Municipal People's Government shall supervise and inspect the activities of the Exchange in accordance with the relevant national laws, the local laws of Shanghai Municipality and the regulations of the Exchange.

   Article 13 Only those having the following qualifications may be admitted to membership of the Exchange:

1. They must be economic entities engaging in the production or use of, or dealing in, metal materials, foreign trade companies or financial institutions which have registered with the local department in charge of administration of industry and commerce and have acquired the independent status of legal persons;

2. They must each have a registered capital of not less than RMB five million yuan;

3. They must each have on their staff persons specializing in the metal material business; and

4. They must each have an established business reputation.

   Article 14 Any enterprise which meets the above-mentioned qualifications may fill in the Application Form For Membership of the Shanghai Metal Exchange and file the same with its board of directors. The enterprise shall become a member of the Exchange when its application for membership is approved by the board of directors.

   Article 15 Members of the Exchange shall enjoy equal rights and fulfill the prescribed obligations under the articles of association of the Exchange.

   Article 16 A member of the Exchange may appoint one or two persons who have been examined and trained by the Exchange to be its representatives and do business for and on behalf of it on the Exchange. No one who hasn't been authorized to be its representative can do business on the Exchange.

   Article 17 Contracts concluded by representatives of enterprises on the Exchange according to the instructions of the enterprises shall take legal effect when certified by the Exchange.

   Article 18 A representative of an enterprise on the Exchange shall do business only under the instructions from the enterprise. The represents and shall not take instructions from any other member of the Exchange or any other organization which is not a member of the Exchange.

   Article 19 Members of the Exchange shall do business on the principle of open, just and fair competition. All business activities on the Exchange shall be under the protection of these provisions.

   Article 20 The commodities to be bought and sold on the Exchange shall be metal materials.

   Article 21 The modes of doing business on the Exchange shall be sales by open competitive offers, by negotiation or by auction.

   Article 22 Standard contract forms shall be used in transactions in futures.

   Article 23 Contracts shall be concluded when deals are made in transactions in spots. The texts of such contracts shall be uniformly prescribed and prepared by the Exchange. Long-terms futures contracts not executed in standard forms may be transferred on the Exchange.

   Article 24 The following are prohibited in doing business on the Exchange:

1. Doing business by making use of inside information;

2. One enterprise conspiring with two or more other enterprises to buy or sell at the same time contracts for commodities of the same kind in order to create a false impression about demand and supply and about prices;

3. Concocting or spreading false and misleading information;

4. Continuously raising prices of commodities of the same kind in purchases or sales of contracts for the purpose of rigging the market; and

5. Manipulating the market or disturbing its working order in some other direct or indirect ways.

   Article 25 Members of the Exchange may be empowered by clients to act as their agents for the purchase or sale or transfer of contracts.

   Article 26 The Exchange is only responsible to its members, while its members acting as agents shall be responsible to their principals.

   Article 27 Enterprises which are not members of the Exchange are not restricted within the limits of their original business scope and may choose any members of the Exchange as their agents to buy or sell contracts for them, for which they shall pay deposits and commissions in accordance with the regulations on agency and the rules for their implementation.

   Article 28 Members of the Exchange shall keep separate account books for their own business and for their agency business.

   Article 29 The Exchange has the power to investigate and supervise the agency business of its members.

   Article 30 The prices quoted on the Exchange shall be in Renminbi.

   Article 31 The prices of commodities bought and sold on the Exchange are allowed to change according to market fluctuations.

   Article 32 The Exchange shall set the maximum or minimum price limit to cope with sudden rise or sudden fall of prices caused by abnormal factors and may, when necessary, suspend all business transactions.

   Article 33 Information as to the kinds, quantities and prices bought and sold on the Exchange for the day shall be issued by the Exchange on each business day.

CHAPTER VIII SETTLEMENT AND DELIVERY

   Article 34 The Exchange follows the practice of requiring payment of basic deposits and additional deposits.

   Article 35 The Exchange shall set up a settlement department in charge of settlement of accounts of transactions on the Exchange.

   Article 36 Profits gained by an enterprise in a transaction shall be put down to its account as its profits, whereas loss incurred by an enterprise in a transaction shall be set off in its account by the profits gained by the enterprise in transactions.

   Article 37 when a transaction is concluded, both the buyer and the seller shall pay service charges to the Exchange. The rate of the service charge shall be determined and adjusted by the Exchange subject to the approval of the department in charge of pricing.

   Article 38 The Exchange shall bear full responsibility for all contracts, including the responsibility to perform obligations under contracts in place of defaulting parties, and shall have the right to recover damages for losses from, and impose penalties on, defaulting parties.

   Article 39 The Exchange shall give public notice of the dates of delivery if the contracts vary as to the time for performance. The Exchange shall be responsible for delivery if a contract contains the stipulation that the commodities shall be sold for immediate delivery. The buyer and the seller shall be responsible for the delivery of commodities if the deal is made through negotiation or by auction.

CHAPTER IX SUPERVISION, ARBITRATION, PENALTIES

   Article 40 The Exchange has the power to supervise the business activities of its members, the power to adjust, or arbitrate in, disputes between them and the power to impose penalties on them for violation of its regulations or discipline in accordance with the relevant rules and the articles of association.

   Article 41 The Exchange may exercise its powers of supervision, of arbitration and of imposition of penalties in the following ways:

1. Hearing complaints of its members;

2. Handling charges of misconduct against its members;

3. Investigating the financial positions and business transactions of its members;

4. Inspecting the account books, documents and original records of its members; and

5. Instructing its members in writing to stop, or make amends for, their wrongdoing.

   Article 42 Penalties shall be imposed on members of the Exchange for violation of regulations in accordance with the Regulations of the Shanghai Metal Exchange For Transaction of Business and the Interim Procedures of the Shanghai Metal Exchange for the Control of its Members.

   Article 43 Penalties shall be imposed on members of the staff of the Exchange who violate these provisions in accordance with the relevant provisions in the Code of Conduct for Staff Members of the Exchange.

   Article 44 Serious cases of wrongdoing in violation of criminal law shall be referred to the judicial authorities.

   Article 45 The right to interpret these provisions resides in the administration board of the Shanghai Metal Exchange.

   Article 46 The administration board of the Exchange may formulate rules for the implementation of these provisions.

   Article 47 These provisions shall go into effect on the day of their issurance.