(Considered and approved by the Fifth General Meeting of China Securities Association on June 24, 2011, and approved by the Ministry of Civil Affairs on October 24, 2011)

Chapter I General Provisions

Article 1 The name of the Association shall be China Securities Association (hereinafter referred to as the Association), and its English name shall be SECURITIES ASSOCIATION OF CHINA, abbreviated SAC.

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

Article 3 of the Association's purposes are: to comply with the national Constitution, laws, regulations and economic policies, to comply with social morals, guided by the scientific concept of development, in the country's centralized and unified supervision and management of the securities industry under the premise of the securities industry self-regulatory management; to play the role of the government and the securities industry, the role of a bridge and a link; for the members of the service, to safeguard the legitimate rights and interests of the members; to protect the securities industry, and to promote the proper order of competition. The Company shall maintain the order of proper competition in the securities industry, promote the openness, fairness and impartiality of the securities market, and promote the healthy and stable development of the securities market.

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

Article 5 The residence of the Association is located in Beijing, China.

Chapter II Scope of Duties

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

(1) educating and organizing the members to comply with the securities laws and administrative regulations;

(2) safeguarding the lawful rights and interests of the members in accordance with the laws and reflecting the members' suggestions and requirements to the China Securities Regulatory Commission (CSRC);

(3) collecting and organizing the securities information and provide services to members;

(4) formulate rules to be observed by members, organize business training for practitioners of member units and carry out business exchanges among members;

(5) mediate disputes over securities business among members and between members and clients;

(6) organize members to conduct research on the development, operation and related contents of the securities industry;

(7) conduct research on the development and operation of the securities industry; and

(vii) supervising and checking the behavior of members, and taking disciplinary actions in accordance with the provisions for those who violate the laws, administrative regulations or the Association's Articles of Association.

Article 7 The Association shall exercise the following duties in accordance with the provisions of administrative laws and regulations and the regulatory documents of the China Securities Regulatory Commission:

(1) to formulate standards and codes of practice for the securities industry, and to conduct self-regulation of the members and their practitioners;

(2) to be responsible for qualification examinations for the practitioners in the securities industry, and for registration of the practitioners;

(3) to be responsible for the organization of senior management, sponsor representatives, and their staffs of the securities firms. management personnel, sponsor representatives and other professionals in specific positions for qualification tests or competency examinations;

(d) responsible for the registration and filing of the initial public offering of stock quotes and their management of stock placement targets;

(e) other duties stipulated in the administrative regulations and the regulatory documents of the China Securities Regulatory Commission.

Article 8 The Association shall exercise the following self-regulatory duties in accordance with the needs of the standardized development of the industry:

(1) Promoting the construction of integrity in the industry, carrying out the evaluation of the industry's integrity, implementing the guidance and incentives for integrity, carrying out the education of the industry's integrity, and supervising and checking the members' fulfillment of their obligations to make announcements in accordance with the law;

(2) organizing the level examination of securities practitioners;

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

(iv) Promote the improvement of members' information technology construction and information security protection capability, and with the approval of the relevant government departments, carry out the industry science and technology awards, and organize the formulation of industry technical standards and guidelines;

(v) Organize the international exchanges and cooperation in the securities industry, and on behalf of China's securities industry to join relevant international organizations and promote mutual recognition of relevant qualifications;

(vi) other duties involving self-regulation, service and conduction.

Chapter III Membership

Section I Membership

Article 9 Membership of the Association shall consist of unit members.

Article 10 The members of the Association shall fulfill the following conditions:

(1) upholding the Articles of Association;

(2) conforming to the laws and regulations and engaging in the business related to securities;

(3) other conditions required by the Association.

Article 11 The Association shall categorize and manage its members according to needs. The members of the Association include statutory members, ordinary members and special members.

Article 12 A securities company approved by the China Securities Regulatory Commission shall join the Association as a statutory member after its establishment.

Article 13 Securities operation or service institutions such as securities investment consulting institutions, financial asset management companies, financial advisory institutions, credit rating agencies, etc. established in accordance with the law and licensed by the CSRC to engage in securities-related businesses may apply to join the Association as ordinary members after obtaining business licenses.

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

(1) stock exchanges, financial futures exchanges, securities registrars and clearing institutions, securities investor protection fund companies, and financing and securities transferring and financing institutions;

(2) law firms, accounting firms and other intermediary institutions engaged in securities business;

(c) securities industry associations in provinces, autonomous regions, municipalities directly under the central government and municipalities separately listed in the plan;

(d) representative offices in China of overseas securities institutions approved by the relevant regulatory bodies;

(e) other institutions licensed by the CSRC to engage in securities-related business.

Section II Rights and Obligations of Members

Article 15 Members shall enjoy the following rights:

(1) the right to vote, the right to stand for election and the right to vote, but the special members shall not have the right to vote and the right to stand for election;

(2) the right to demand that the Association safeguard their lawful rights and interests from being jeopardized;

(3) the right to reflect their opinions and suggestions through the Association to the relevant authorities;

(4) the right to represent to the relevant regulatory agencies in China; (5) other institutions authorized by the CSRC to engage in securities-related business. suggestions;

(4) the right to hearing, statement and defense against disciplinary actions imposed by the Association;

(5) the right to participate in activities organized by the Association and to obtain the services of the Association;

(6) the right to criticize, suggest and supervise the work of the Association;

(7) the other rights stipulated in the resolution of the General Meeting of Members.

Article 16 Members shall fulfill the following obligations:

(1) to abide by the association's bylaws, rules of self-discipline, industry standards and codes of practice;

(2) to implement the resolutions of the association;

(3) to safeguard the reputation of the association;

(4) to actively participate in the activities organized by the association, and to complete the work assigned by the association;

(5) to reflect the situation to the association, and to complete the work assigned by the association in accordance with the regulations;

(6) to criticize and supervise the work of the association; and ) Reflecting the situation to the Association and providing relevant information as stipulated;

(f) Paying the membership fee as stipulated;

(g) Obeying the supervision and management of the Association and accepting the inspection and coordination of the Association;

(h) Other obligations stipulated by the resolution of the general meeting of the members.

Section III: Procedures for Membership Admission and Withdrawal

Article 17 Membership admission is based on a registration system.

To apply for membership in the Association, the applicant organization shall submit the following documents:

(1) an application form, which shall contain the name, legal residence, etc. of the applicant organization, and an undertaking to uphold the Articles of Association;

(2) a Membership Registration Form filled out in accordance with the requirements of the Association;

(3) a copy of the license to operate the business, a copy of the legal person's business license (or the certificate of registration of the legal person) or other legal qualification documents;

(d) other documents required by the Association.

Article 18 The daily office of the association examines the application documents submitted by the applicant organization, and if the applicant organization meets the conditions for membership, the association shall report to the chairman's office for consideration and approval, then the association shall conduct membership registration and issue membership certificates to the applicant organization.

Article 19 The members shall have a member representative to represent them to fulfill their duties in the association.

The member representative shall be the member's legal representative or principal person in charge.

The member shall report in writing to the Association for the replacement of the member representative. After confirmation by the president's office, the succeeding member representative can take over the member's position as director or supervisor in the association. If the member is a vice president or supervisor of the unit, the succeeding member representative must be elected by the Board of Directors or Supervisory Board to succeed the vice president or supervisor of the Association.

Article 20 In case of merger, separation or termination of a member, its membership shall be changed or terminated accordingly.

Article 21: Members of other categories, except for statutory members, may voluntarily withdraw from the Association. The member shall submit a written application to the Association and return the membership certificate.

The members of other categories other than statutory members shall be regarded as voluntarily withdrawing from the Association if they do not pay the membership fee or participate in any activities organized by the Association within two years without justifiable reasons; the Association shall take disciplinary action against the statutory members if they are in the foregoing circumstances.

Article 22 If a member commits a serious violation of these Articles of Association, the Association shall, by a vote of the Board of Directors, revoke his/her membership or take other disciplinary actions.

Chapter IV Organizational Structure and Person-in-Charge Generation, Removal

Section I General Assembly

Article 23 The supreme authority of the Association is the General Assembly, which is composed of all members.

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

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

(2) to consider the report on the work of the board of directors and the financial report;

(3) to consider the report on the work of the supervisory board;

(4) to elect and dismiss the member directors and supervisors;

(5) to decide on the standard of dues collection;

(vi) Decide on the merger, separation and termination of the Association;

(vii) Decide on the establishment, cancellation and renaming of the Advisory Board;

(viii) Decide on other matters to be considered by the General Meeting of the Members.

Article 25 The general meeting of the members shall be attended by more than two thirds of the members, and its resolutions shall be passed by a vote of more than two thirds of the members present.

To formulate and amend the Articles of Association as well as to decide on the merger, separation and termination of the Association, its resolutions shall be passed by more than two-thirds of the members.

Article 26 The general meeting of the members shall be convened at least once every four years, and a temporary general meeting may be convened when the Board of Directors deems it necessary or when it is jointly proposed by more than one-third of the members.

Section II Council

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

Article 28 The Council shall consist of member directors and non-member directors.

Article 29 The member directors shall be recommended by the member organizations and elected by the general meeting. The non-member directors shall be appointed by the 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 change its term of office earlier or later 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 extension of the term of office shall not be longer than one year at the longest.

Article 30 The powers and functions of the Board of Directors are:

(1) to prepare for the convening of the general meeting of the members, and report to the general meeting on its work and finances;

(2) to carry out and implement the resolutions of the general meeting of the members;

(3) to consider and adopt the rules of self-regulation, industry standards and business norms;

(4) to elect or remove the president and vice-president of the association, and to appoint a secretary-general;

(5) to appoint a secretary-general, and to appoint a secretary-general. Appointment of the secretary general;

(v) Removal of non-performing directors between general meetings;

(vi) Decision on the establishment, cancellation and renaming of professional committees;

(vii) Appointment of chairpersons and vice-chairpersons of the advisory committee and professional committees;

(viii) Requesting for convening a temporary general meeting;

(ix) Deliberation of the The annual work report and work plan of the association;

(j) to consider the annual financial budget and final accounts of the association;

(k) to consider the motions submitted for consideration by the president's office;

(l) to decide on other major matters that should be considered by the council.

Article 31 The Council shall meet at least once a year. In case of special circumstances, it may also be convened by correspondence.

The Standing Council may convene a temporary meeting of the Council when it deems necessary or when more than one-third of the members jointly propose it.

Article 32 The meetings of the Board of Directors shall be attended by more than two thirds of the directors, and its resolutions shall be passed by more than two thirds of the directors present.

Supervisors and the chairman of supervisors attend the meetings of the Council.

Section III Standing Council

Article 33 The Association shall have a Standing Council, which shall be elected by the Council.

The number of standing council members shall not exceed one-third of the number of council members.

Article 34 The Standing Council shall be responsible to the Board of Directors, and shall exercise the other powers and functions of the Board of Directors as stipulated in Article 30, except for items 1, 4, 5 and 12, when the Board of Directors is not in session.

The Standing Council may call for the convening of the Interim Council as needed.

Article 35 The Standing Council shall meet at least once every six months. In case of special circumstances, it may also be convened by correspondence.

When the chairman's office deems it necessary or when one-third or more of the executive directors jointly propose, the executive council may convene an interim meeting.

Article 36 The Standing Council meeting shall be attended by more than two-thirds of the members, and its resolutions shall be passed by more than two-thirds of the members of the Standing Council present.

The Chairman of the Supervisory Committee attends the meetings of the Executive Council.

Section IV Supervisory Board

Article 37 The Association shall have a Supervisory Board composed of all member supervisors. The Supervisory Board is the supervisory body for the work of the Association.

Article 38 The supervisors shall be recommended by the member units and elected by the general meeting of the members, and the chairman of the supervisors shall be elected by the supervisory board among the elected supervisors.

Supervisors and chairman of the supervisors shall be elected for a term of four years and may be re-elected.

Article 39 The powers and functions of the Board of Supervisors are:

(1) to supervise the implementation of the Articles of Association and the resolutions of the general meeting of the members and report to the general meeting;

(2) to supervise the work of the Board of Governors;

(3) to elect and remove the chairman of the supervisory board;

(4) to remove supervisory board members who do not perform their duties when the general meeting is not in session;

(5) to supervise the work of the Board of Governors. p>(v) Supervise the collection of dues and the implementation of the financial budget of the Association;

(vi) Decide on other matters to be considered by the Supervisory Board.

Article 40 The Supervisory Committee shall hold a meeting at least once a year. In case of special circumstances, it may also be convened by correspondence.

The Chairman of the Supervisory Committee may convene a temporary meeting of the Supervisory Committee when he deems it necessary or when more than one-third of the Supervisory Committee jointly proposes to do so.

Article 41 A meeting of the Board of Supervisors shall be attended by more than two-thirds of the members, and its resolution shall be passed by a vote of more than two-thirds of the members of the Board of Supervisors present at the meeting.

Section V. Office of the President, President, Secretary General

Article 42 The Association shall have a full-time president, a full-time vice president and a number of part-time vice presidents. The president and full-time vice president shall be nominated by the China Securities Regulatory Commission (CSRC), and the part-time vice president shall be selected from the member directors and elected by the Board of Directors.

Full-time president, full-time vice president of each term of four years, no more than two consecutive terms. Due to special circumstances need to extend the term of office, shall be voted by more than two-thirds of the members of the General Assembly, reported to the China Securities Regulatory Commission for review and approval by the Ministry of Civil Affairs before serving.

Part-time vice president of each term of four years, may be re-elected, but the proportion of re-election for more than two terms shall not exceed one-third of the total number of part-time vice presidents. Those who are over 60 years old shall not be re-elected for more than two terms.

Article 43 The association shall have a secretary-general and several deputy secretaries-general as needed. The secretary-general and deputy secretary-general assist the president and vice-president.

Secretary-General, Deputy Secretary-General 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 have a chairman's office, consisting of the chairman, full-time vice chairman, secretary general and deputy secretary general.

Article 45 The president's office shall exercise the following powers and functions:

(1) to implement the resolutions of the general meeting, the board of directors and the executive council;

(2) to request the convening of a temporary meeting of the executive council;

(3) to prepare the association's annual work plan and financial budget, and submit it to the board of directors or the executive council for a decision;

(4) to decide on major matters of the Association's daily work;

(v) formulating the internal management system of the Association;

(vi) deciding on the setting up of the Association's daily offices with the approval of the CSRC and submitting it to the Ministry of Civil Affairs for record;

(vii) proposing to remove the qualifications of directors and supervisors;

(viii) deliberating on and deciding on the qualifications of members;

(ix) nominating members of the Advisory (ix) Nominate the chairman and vice-chairman of the Advisory Committee and the Professional Committees, and appoint the members of the Advisory Committee and the Professional Committees;

(x) Other powers and functions conferred by the General Meeting of the Membership, the Board of Directors, and the Standing Committee.

Article 46 The association implements the presidential responsibility system, and the president is the legal representative of the association.

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

Article 47 The president of the association exercises the following powers and functions:

(1) convening and presiding over the board of directors, executive board meetings, and the president's office;

(2) presiding over the daily work of the association's offices;

(3) organizing the implementation of the association's annual work plan, financial budget;

(4) hiring the deputy secretary-general, and submitting to the Council for the appointment of the Secretary-General;

(v) signing relevant important documents on behalf of the Association;

(vi) other powers and functions granted by the Standing Council.

The vice president assists the president. When the president is unable to fulfill his duties for any reason, the vice president designated by the president shall perform his duties on his behalf.

Section VI Terms of Office

Article 48 The Association member directors and supervisory units shall have the following conditions:

(1) representative of the members;

(2) honesty and credit, standardized business;

(3) a sense of social responsibility and sense of mission of the industry, there is a certain degree of influence and appeal in the industry;

(iv) other conditions required by the General Assembly.

Article 49 The member directors and supervisors of the Association shall have the following conditions:

(1) be the member representatives of the member directors and supervisors;

(2) have good practical experience in securities and finance;

(3) love and support the work of the Association;

(4) have not been subject to any administrative punishment by the China Securities Regulatory Commission (CSRC) in the last three years or any self-regulatory disciplinary action by the Association;

(5) have not been subjected to any administrative penalty or any self-regulatory disciplinary action by the Association. Self-disciplinary sanctions;

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

Article 50 Supervisors and directors of the Association shall not hold office concurrently with each other.

Article 51 The president, vice president, supervisors and secretary general of the association must have the following conditions:

(1) adherence to the party's line, guidelines and policies, and good political quality;

(2) more than five years of experience in the securities industry, and have a greater influence and good reputation in the industry;

(3) good health, and have the ability to fully perform civil acts (d) love the work of the Association;

(e) not more than 70 years of age, the Secretary-General is full-time;

(f) other conditions required by the General Assembly of Members.

Article 52 If a director or supervisor fails to fulfill his or her duties, fails to attend two consecutive meetings without justifiable reasons, or no longer possesses the appropriate conditions of office, the president's office shall submit a request to the board of directors or the supervisory board for a vote to remove his or her qualifications as a director or supervisor.

Section VII Advisory and Professional Committees

Article 53 The association may set up advisory and professional committees according to the needs of its work. The establishment of advisory committees and professional committees by the association shall be examined and approved by the China Securities Regulatory Commission (CSRC) and an application for registration shall be made to the Ministry of Civil Affairs.

Article 54 The advisory committees and professional committees are part of the Association, without legal personality, and carry out activities within the scope authorized by the Association in accordance with the purposes and business scope stipulated in the Articles of Association.

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

The Professional Committee shall be composed of industry experts in the corresponding professional fields.

Chapter V Finance and Asset Management

Article 56 The sources of funding of the association are:

(1) membership fees;

(2) government subsidies and social donations;

(3) income from activities or services within the approved scope of business;

(4) interest income;

(5) other lawful income.

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

Article 58 The association establishes a strict financial management system to ensure that the accounting information is legal, true, accurate and complete.

Article 59 The association is equipped with accountants with professional qualifications, the accountant shall not also serve as cashier. Accounting personnel in accordance with the law accounting, accounting supervision. When accounting personnel transfer out of their posts, they must clear the handover procedures with their successors.

Article 60 of the association's asset management must implement the state financial management system, accept the general meeting of members, the supervisory board and the state supervision of the relevant departments. If the source of assets belongs to the government appropriation or social donation or subsidy, it must accept the supervision of the auditing authority and announce the relevant information to the society in an appropriate way.

Article 61 The association must accept the financial audit organized by the China Securities Regulatory Commission and the Ministry of Civil Affairs before the change of term or the replacement of legal representatives.

Article 62 The assets of the association shall not be appropriated, privatized or misappropriated by any unit or individual.

Article 63 The salaries, insurance and benefits of the full-time staff of the association shall be implemented with reference to the relevant state regulations.

Article 64 The daily office of the association shall report the income and expenditure of funds to the council, the supervisory board and the general meeting of members.

Chapter 6 Procedures for Revision of the Articles of Association

Article 65 Revisions to the Articles of Association shall be submitted to the General Meeting of the members for consideration after being voted by the Board of Directors and reported to the China Securities Regulatory Commission (CSRC) and the Ministry of Civil Affairs (MCA) for pre-approval.

Article 66 The amended constitution of the association shall be submitted to the China Securities Regulatory Commission for examination within 15 working days after its adoption by the general meeting of the members, and then submitted to the Ministry of Civil Affairs for approval after consent.

Chapter VII Termination Procedures and Disposal of Property after Termination

Article 67 If the association accomplishes its purpose or dissolves itself or needs to be canceled due to separation or merger, the board of directors or the executive board of the association shall propose a motion of termination.

Article 68 The motion of termination of the association shall be voted by the general meeting of the members and reported to the China Securities Regulatory Commission for examination and approval.

Article 69 Before the termination of the association, a liquidation organization shall be set up under the guidance of the CSRC to clear the debts and debts and deal with the aftermath. During the liquidation period, no activities other than liquidation shall be carried out.

Article 70 The association shall be terminated after the Ministry of Civil Affairs handles the deregistration procedures.

Article 71 The remaining property of the association after termination shall be utilized for the cause related to the purpose of the association in accordance with the relevant state regulations under the supervision of the China Securities Regulatory Commission and the Ministry of Civil Affairs.

Chapter VIII Bylaws

Article 72 The Bylaws were voted and adopted on June 24, 2011 by the General Meeting of the members.

Article 73 The interpretation of these bylaws shall be vested in the Board of Directors of the Association.

Article 74 This Constitution shall come into effect on the date of approval by the Ministry of Civil Affairs.