(2011deliberated and adopted at the fifth general meeting of China Securities Association on June 24th, and approved by the Ministry of Civil Affairs on June 24th, 201/65438).

Chapter I General Principles

Article 1 The name of this Association is China Securities Association (hereinafter referred to as the Association) and the English name is China Securities Association (hereinafter referred to as SAC).

Article 2 The Association is a national self-regulatory organization of the securities industry established in accordance with the Securities Law of People's Republic of China (PRC) and the Regulations on the Administration of Registration of Social Organizations, and it is a non-profit social organization as a legal person.

Article 3 The purpose of the Association is: to abide by the national constitution, laws, regulations, economic principles and policies, to observe social morality, and to conduct self-discipline management of the securities industry under the guidance of Scientific Outlook on Development and on the premise of centralized and unified supervision and management of the securities industry by the state; Give play to the role of bridge and link between the government and the securities industry; Serve members and safeguard their legitimate rights and interests; Maintain the legal competition order of the securities industry, promote the openness, fairness and justice of the securities market, and promote the healthy and stable development of the securities market.

Article 4 The Association accepts the business guidance, supervision and management of the competent business unit China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission), the organization registration authority and the Ministry of Civil Affairs of the People's Republic of China (hereinafter referred to as the Ministry of Civil Affairs).

Article 5 The domicile of this Association is in Beijing, China.

Chapter II Scope of Responsibilities

Article 6 The Association shall perform the following duties in accordance with the relevant provisions of the Securities Law:

(1) Educating and organizing members to abide by securities laws and administrative regulations;

(two) to safeguard the legitimate rights and interests of members in accordance with the law, and to reflect the suggestions and requirements of members to the China Securities Regulatory Commission;

(3) Collecting and sorting out securities information and providing services for members;

(four) to formulate rules that members should abide by, organize business training for employees of member units, and carry out business exchanges among members;

(5) Mediation of securities business disputes between members and between members and customers;

(6) Organizing members to study the development, operation and related contents of the securities industry;

(seven) to supervise and inspect the behavior of members, and to give disciplinary sanctions in accordance with the provisions for violations of laws, administrative regulations or the Articles of Association.

Article 7 The Association shall perform the following duties according to administrative regulations and normative documents of China Securities Regulatory Commission:

(a) to formulate standards and norms for the securities industry and conduct self-discipline management for members and their employees;

(two) responsible for the qualification examination and practice registration of securities practitioners;

(3) To be responsible for organizing the qualification test or ability test of senior managers, sponsor representatives and other professionals in specific positions of securities companies;

(four) responsible for the initial public offering of stock inquiry objects and the registration and management of stock allotment objects;

(5) Other duties as stipulated in administrative regulations and normative documents of China Securities Regulatory Commission.

Article 8 The Association shall exercise the following self-discipline management responsibilities according to the needs of the development of industry norms:

(a) to promote the construction of industry integrity, to carry out the evaluation of industry integrity, to carry out the guidance and encouragement of integrity, to carry out the education of industry integrity, and to urge and check the members to fulfill the obligation of announcement according to law;

(2) Organizing the level examination for securities practitioners;

(three) to promote the industry to carry out investor education, organize the production of investor education products, and popularize securities knowledge;

(four) to promote the informatization construction of members, improve the ability of information security, carry out industry science and technology awards with the approval of relevant government departments, and organize the formulation of industry technical standards and guidelines;

(5) Organizing international exchanges and cooperation in the securities industry, participating in relevant international organizations on behalf of China's securities industry, and promoting mutual recognition of relevant qualifications;

(six) other duties involving self-discipline, service and delivery.

Chapter III Members

Section 1 Members

Article 9 The members of the Association are composed of the members of the unit.

Article 10 A member of an association shall meet the following conditions:

(1) Supporting Articles of Association;

(2) Abide by laws and regulations and engage in securities-related business;

(3) Other conditions required by the Association.

Article 11 The Association shall classify and manage its members according to needs. Association members include legal members, ordinary members and special members.

Article 12 A securities company established with the approval of the China Securities Regulatory Commission shall join the association and become a legal member after its establishment.

Article 13 Securities business or service institutions, such as securities investment consulting institutions, financial asset management companies, financial consulting institutions and credit rating agencies, which are established according to law and approved by the China Securities Regulatory Commission, may apply to join the Association and become ordinary members after obtaining business licenses.

Article 14 The following institutions may apply to join the Association and become special members of the Association:

(1) Stock exchanges, financial futures exchanges, securities registration and settlement institutions, securities investor protection fund companies and margin financing and securities lending institutions;

(2) Intermediaries engaged in securities business such as law firms and accounting firms;

Securities associations of all provinces, autonomous regions, municipalities directly under the Central Government and cities under separate state planning;

(4) A representative office of an overseas securities institution established in China with the approval of the relevant regulatory authorities;

(5) Other institutions engaged in securities-related business licensed by the China Securities Regulatory Commission.

Section 2 Rights and Obligations of Members

Article 15 Members shall enjoy the following rights:

(a) The right to vote, to be elected and to vote, but special members have no right to vote and to be elected;

(two) have the right to ask the association to safeguard its legitimate rights and interests from damage;

(three) have the right to reflect opinions and suggestions to the relevant departments through the association;

(four) the right to hear, state and defend the disciplinary action given by the association;

(five) the right to participate in the activities organized by the association and obtain the services of the association;

(six) criticism, suggestions and supervision of the work of the association;

(seven) other rights stipulated in the resolution of the general assembly.

Article 16 Members shall perform the following obligations:

(a) abide by the articles of association, self-discipline rules, industry standards and business norms;

(2) Implementing the resolutions of the Association;

(three) to maintain the reputation of the association;

(four) actively participate in the activities organized by the association and complete the work assigned by the association;

(five) in accordance with the provisions of the association to reflect the situation and provide relevant information;

(six) to pay membership fees in accordance with the provisions;

(seven) subject to the supervision and management of the association, and accept the inspection and coordination of the association;

(eight) other obligations stipulated in the resolution of the general assembly.

Section 3 Membership and Withdrawal Procedures

Seventeenth members join the implementation of the registration system.

To apply for joining the Association, the applicant shall submit the following documents:

(1) An application, which shall specify the name and legal domicile of the applicant and promise to support the articles of association;

(2) Fill in the Membership Registration Form as required by the Association;

(three) a copy of the business license, a copy of the business license of a legal person (or legal person registration certificate) or other legal qualification documents;

(4) Other documents required by the Association.

Article 18 The daily office of the Association shall review the application documents submitted by the applicant, and if they meet the membership requirements, report them to the president's office for deliberation and approval, then register the members and award the membership certificate to the applicant.

Article 19 Members shall have members' representatives to perform their duties in the Association.

The representative of a member shall be the legal representative or principal responsible person of the member.

Members who change their representatives must report to the Association in writing. After confirmation by the president's office meeting, the representative of the successor member may take over the post of director or supervisor of the association. If a member is a vice president and supervisor, the representative of the successor member must be elected by the board of directors or the board of supervisors before he can succeed as the vice president and supervisor of the association.

Twentieth members due to merger, division or termination, its membership shall be changed or terminated accordingly.

Twenty-first members other than legal members may voluntarily withdraw from the meeting. Members should submit a written application to the association and return their membership cards.

Members of other categories except statutory members who fail to pay their membership fees or participate in any activities organized by the association within two years without justifiable reasons are deemed to have withdrawn automatically; If a legal member has the above circumstances, the association will give disciplinary action.

Article 22 if a member seriously violates the articles of association, the association will cancel his membership or take other disciplinary actions with the approval of the Council.

Chapter IV Establishment and Cancellation of Institutions and Responsible Persons

Section 1 General Meeting of Members

Article 23 The highest authority of the Association is the general meeting of members, which is composed of all members.

Article 24 The functions and powers of the general meeting of members are:

(a) to formulate and amend the articles of association;

(two) to consider the work report and financial report of the Council;

(3) To review the work report of the Board of Supervisors;

(four) to elect and recall the directors and supervisors of the members;

(five) to decide the collection standard of membership fees;

(six) to decide on the merger, division and termination of the association;

(seven) to decide on the establishment, cancellation and renaming of the Advisory Committee;

(eight) to decide other matters that should be considered by the general assembly.

Twenty-fifth members of the general meeting must be attended by more than two thirds of the members, and its resolutions must be passed by more than two thirds of the members.

To formulate and amend the articles of association and decide on the merger, division and termination of the association, and its resolutions must be adopted by more than two-thirds of the members.

Article 26 The general meeting of members shall be held at least once every four years. When the Council considers it necessary or more than one third of the members jointly propose, an interim general meeting may be held.

Section 2 Council

Article 27 The Council is the executive body of the general assembly, leading the Association to carry out its daily work when the general assembly is not in session, and being responsible for the general assembly.

Article 28 The board of directors consists of member directors and non-member directors.

Twenty-ninth member directors are recommended by member units and elected by the general meeting of members. Non-member directors are appointed by China Securities Regulatory Commission. Non-member directors shall not exceed one-fifth of the total number of directors.

The term of office of the directors is four years, and they may be re-elected.

If the association needs to advance or postpone the general election due to special circumstances, it shall be voted by the board of directors, reported to the China Securities Regulatory Commission for review and approved by the Ministry of Civil Affairs, but the longest extension of the general election shall not exceed 1 year.

Article 30 The functions and powers of the Council are:

(1) Preparing for convening the general meeting of members and reporting the work and financial situation to the general meeting of members;

(two) to implement the resolutions of the general assembly;

(3) Deliberating and adopting self-discipline rules, industry standards and business norms;

(four) to elect or recall the president and vice president of the association and appoint the secretary general;

(5) To recall directors who fail to perform their duties when the shareholders' meeting is not in session;

(six) to decide on the establishment, revocation and renaming of professional committees;

(seven) the appointment of the chairman and vice chairman of the Advisory Committee and the professional committees;

(8) Convening an extraordinary general meeting of shareholders;

(nine) to review the annual work report and work plan of the Association;

(ten) to review the annual financial budget and final accounts of the Association;

(eleven) to consider the proposal submitted by the chairman's office;

(twelve) to decide on other major issues that should be considered by the Council.

Article 31 The Council shall meet at least once a year. In case of special circumstances, communication can also be held.

When the Standing Council deems it necessary or more than one third of the directors jointly propose, it may convene an interim Council meeting.

Article 32 The meeting of the Council shall be attended by more than two thirds of the directors, and its resolutions shall be adopted by more than two thirds of the directors present at the meeting.

Supervisors and supervisors attend board meetings as nonvoting delegates.

Section 3 Standing Council

Article 33 The Association shall have a standing council, which shall be elected by the council.

The number of executive directors shall not exceed one third of the members of the board of directors.

Article 34 The Standing Council is responsible to the Council, and when the Council is not in session, it exercises other functions and powers of the Council except those stipulated in Article 30.

The Standing Council may request the convening of an interim Council as required.

Article 35 The Standing Council shall meet at least once every six months. In case of special circumstances, communication can also be held.

The president's office may convene an interim Council meeting if it is necessary or more than one third of the executive directors jointly propose.

Thirty-sixth meetings of the Standing Council shall be attended by more than two thirds of the members, and its resolutions shall be adopted by more than two thirds of the members present at the Standing Council.

The Chairman of the Board of Supervisors attended the meeting of the Standing Council.

Section 4 Board of Supervisors

Article 37 The Association shall establish a board of supervisors, which shall be composed of all members and supervisors. The board of supervisors is the supervisory body of the association's work.

Article 38 Supervisors are recommended by member units and elected by the general meeting of members. Supervisors are elected by the board of supervisors from among the elected supervisors.

The term of office of the supervisor and the chairman of the board of supervisors is four years and can be re-elected.

Article 39 The functions and powers of the board of supervisors are:

(a) to supervise the implementation of the articles of association and the resolutions of the general assembly, and report to the general assembly;

(2) To supervise the work of the Council;

(3) Electing and dismissing supervisors;

(4) To recall the supervisors who fail to perform their duties when the shareholders' meeting is not in session;

(five) to supervise the collection of membership fees and the implementation of the financial budget and final accounts of the Association;

(six) to decide other matters that should be considered by the board of supervisors.

Article 40 The Board of Supervisors shall hold a meeting at least once a year. In case of special circumstances, communication can also be held.

An interim meeting of the Board of Supervisors may be convened if the supervisor deems it necessary or more than one third of the supervisors jointly propose.

Article 41 The meeting of the Board of Supervisors shall be attended by more than two thirds of the members, and its resolutions shall be adopted by more than two thirds of the members present.

Section 5 President's Office Meeting, President and Secretary-General

Article 42 The Association shall have a full-time president, a full-time vice-president and a part-time vice-president. The president and full-time vice-president are nominated by the China Securities Regulatory Commission, and the part-time vice-president is selected from the member directors and elected by the board of directors.

The term of office of the full-time chairman and full-time vice-chairman is four years, and the term of office may not exceed two terms. If it is necessary to extend the term of office due to special circumstances, it must be approved by more than two thirds of the general meeting of members, reported to the China Securities Regulatory Commission for review, and approved by the Ministry of Civil Affairs before taking office.

The term of office of part-time vice presidents is four years, and they may be re-elected, but the proportion of re-elected for more than two terms shall not exceed one third of the total number of part-time vice presidents. People over the age of 60 may not be re-elected for more than two terms.

Article 43 The Association shall have a Secretary-General and several Deputy Secretaries-General as required. The Secretary-General and the Deputy Secretary-General shall assist the President and the Vice-President in their work.

The Secretary-General and Deputy Secretary-General are recommended by the China Securities Regulatory Commission. The Secretary-General shall not be re-elected for more than two terms.

Article 44 The Association shall set up a president's office meeting, which shall be composed of the president, full-time vice president, secretary general and deputy secretary general.

Article 45 The Office of the President shall exercise the following functions and powers:

(a) to implement the resolutions of the General Assembly, the Council and the Standing Council;

(2) Convening a meeting of the Provisional Standing Council;

(three) to prepare the annual work plan, financial budget and final accounts of the Association and submit them to the Council or the Standing Council for decision;

(four) to decide on major issues in the daily work of the association;

(five) to formulate the internal management system of the association;

(six) approved by the China Securities Regulatory Commission, decided to set up the daily office of the Association and report it to the Ministry of Civil Affairs for the record;

(7) Qualifications for dismissing directors and supervisors;

(eight) to consider and decide the membership;

(9) Nominating the chairmen and vice-chairmen of the Advisory Committee and the professional committees, and appointing members of the Advisory Committee and the professional committees;

(ten) other functions and powers granted by the general assembly, the Council and the Standing Council.

Article 46 The Association implements the responsibility system of the president, who is the legal representative of the Association.

The legal representative of the association does not concurrently serve as the legal representative of other organizations.

Article 47 The president of the Association shall exercise the following functions and powers:

(1) Convening and presiding over the office meetings of the Council, the Standing Council and the President;

(two) to preside over the daily work of the association;

(3) Organizing the implementation of the annual work plan and financial budget and final accounts of the Association;

(4) Appointing the Deputy Secretary-General and submitting it to the Council for appointment of the Secretary-General;

(5) Signing relevant important documents on behalf of the Association;

(6) Other functions and powers granted by the Standing Council.

The vice president assists the president in his work. If the president is unable to perform his duties for some reason, the vice president designated by the president shall perform his duties on his behalf.

Section 6 Professional Qualification

Article 48 Members, directors and supervisors of the Association shall meet the following conditions:

(1) Being representative among the members;

(2) Honesty and credit, and standardized operation;

(3) Have a sense of social responsibility and industry mission, and have certain influence and appeal in the industry;

(4) Other conditions required by the general meeting of members.

Article 49 Members, directors and supervisors of the Association shall meet the following conditions:

(1) Being a member representative of a member's directors and supervisors;

(2) Having good practical experience in securities finance.

(three) love and support the work of the association;

(four) in the last three years, it has not been punished by the China Securities Regulatory Commission or the association;

(5) Other conditions stipulated by the general meeting of members.

Article 50 The supervisors and directors of this Association shall not concurrently serve as each other.

Article 51 The president, vice president, supervisor and secretary-general of this Association must meet the following conditions:

(a) adhere to the party's line, principles and policies, good political quality;

(two) engaged in the securities industry for more than 5 years, which has great influence and good reputation in the industry;

(3) Being in good health and having full capacity for civil conduct;

(four) love the work of the association;

(five) the age is not more than 70 years old, and the secretary general is full-time;

(6) Other conditions required by the general meeting of members.

Article 52 If a director or supervisor fails to perform his duties, fails to attend the meeting for two consecutive times without justifiable reasons, or no longer meets the requirements of the corresponding post, the President's Office shall request the board of directors or the board of supervisors to vote to remove his qualifications as a director or supervisor.

Section 7 Advisory Committee and Professional Committee

Article 53 The Association may set up an advisory committee and a professional committee according to the needs of its work. The establishment of advisory committees and professional committees of the Association shall be examined and approved by the China Securities Regulatory Commission, and shall apply to the Ministry of Civil Affairs for registration.

Article 54 Advisory committees and professional committees are part of the Association and do not have legal personality. Carry out activities within the scope authorized by the association in accordance with the purpose and business scope stipulated in the articles of association.

Article 55 The advisory committee is composed of experts who have been engaged in securities business, securities research and securities supervision and management for a long time and have great influence, good reputation and rich experience.

Professional committees are composed of industry experts in corresponding professional fields.

Chapter V Financial and Asset Management

Article 56 The sources of funds of the Association are:

(1) membership fees;

(2) government subsidies and social donations;

(3) Income from activities or services provided within the approved business scope;

(4) Interest income;

(5) Other lawful income.

Article 57 The funds of the Association shall be used for the business scope and career development as stipulated in the articles of association, and shall not be distributed among members.

Article 58 An association shall establish a strict financial management system to ensure the legality, truthfulness, accuracy and completeness of accounting data.

Article 59 An association shall be equipped with accountants with professional qualifications, and accountants shall not concurrently serve as cashiers. Accounting personnel shall conduct accounting according to law and exercise accounting supervision. When accounting personnel are transferred from their posts, they must go through the handover procedures with their successors.

Article 60 The asset management of an association must implement the financial management system stipulated by the state and accept the supervision of the general meeting of members, the board of supervisors and the relevant departments of the state. If the source of assets belongs to government subsidies or social donations or subsidies, it must accept the supervision of audit institutions and publish relevant information to the public in an appropriate way.

Article 61 Before the association changes its legal representative, it must accept the financial audit organized by the China Securities Regulatory Commission and the Ministry of Civil Affairs.

Article 62 No unit or individual may occupy, privately divide or misappropriate the assets of the Association.

Article 63 The wages, insurance and welfare benefits of the full-time staff of the Association shall be implemented with reference to the relevant provisions of the state.

Article 64 The daily office of the Association shall report the income and expenditure of funds to the board of directors, the board of supervisors and the general meeting of members.

Chapter VI Procedures for Amending the Articles of Association

Article 65 The amendments to the Articles of Association must be approved by the board of directors and submitted to the China Securities Regulatory Commission and the Ministry of Civil Affairs for preliminary examination before being submitted to the shareholders' meeting for deliberation.

Article 66 The revised articles of association shall be submitted to the China Securities Regulatory Commission for examination and approval within 65,438+05 working days after the adoption of the general meeting, and then submitted to the Ministry of Civil Affairs for examination and approval.

Chapter VII Termination Procedure and Property Disposal after Termination

Article 67 If the Association completes its purpose, dissolves or needs to be cancelled due to division or merger, the Council or the Standing Council shall propose a termination motion.

Article 68 The motion to terminate the association must be voted by the general meeting of members and submitted to the China Securities Regulatory Commission for approval.

Article 69 Before the termination of the Association, a liquidation organization shall be established under the guidance of the China Securities Regulatory Commission to clear up the creditor's rights and debts and deal with the aftermath. During the liquidation period, no activities other than liquidation will be carried out.

Article 70 The Association shall be terminated after the cancellation of registration by the Ministry of Civil Affairs.

Article 71 Under the supervision of the China Securities Regulatory Commission and the Ministry of Civil Affairs, the remaining property after the termination of the Association shall be used for undertakings related to the purpose of the Association in accordance with relevant state regulations.

Chapter VIII Supplementary Provisions

Article 72 The Articles of Association was adopted by voting at the shareholders' meeting on June 24, 201/kloc-0.

Article 73 The right to interpret the Articles of Association belongs to the Council of the Association.

Article 74 The Articles of Association shall come into force as of the date of approval by the Ministry of Civil Affairs.