On December 25, 2012, the second meeting of the Second Council of NAFMII was held in Beijing. All the 90 corporate members and 3 of the 4 individual members attended the meeting, which satisfied the requirement of the Constitutions of NAFMII for holding a Council meeting, and 12 corporate supervisors attended the meeting as non-voting attendee. Shi Wenchao, NAFMII Secretary-General, presided over the meeting.

After review and voting, the meeting approved proposals and made the following resolutions:

1. The meeting listened to and approved the Report of NAFMII on the Work in 2012, recognized NAFMII’s efforts to boost financial innovation on the interbank market, strengthen self-disciplinary management and service, and optimize internal development over the year. The meeting asked the Secretariat to draw working plan for 2013, and push forward the work in all areas based on the principle of “Self-regulation, Innovation and Service”.

2. The meeting listened to and approved the Report of NAFMII on the Execution of the 2012 Annual Financial Budget, and asked the Secretariat to enhance NAFMII’s financial management.

3. The meeting listened to the Report on the Assessment of Securities Company Members’ Engagement in the Lead Underwriting Business of the Debt Financing Instruments of Non-financial Enterprises, concluding that the participation of securities company members would further boost market-based operation of relevant businesses on the non-financial enterprise debt financing instrument market and diversification of participating institutions, and enhance market vitality. The meeting required the Secretariat to continue carrying out self-regulatory management, and required all kinds of institutions to perform their duties with due diligence and comply with relevant business codes and self-regulatory rules, so as to further propel healthy and orderly development of the Chinese interbank market.

4. The meeting examined and adopted the Administrative Measures for Registration Experts of Non-financial Enterprise Debt Financing Instruments in the Interbank Bond Market (Revised), and asked the Secretariat to release the document for implementation as soon as possible, and continue efforts to optimize the registration meeting mechanism.

5. The meeting examined and adopted the Proposal on Engagement and Dismissal of Registration Experts for Non-financial Enterprise Debt Financing Instruments in the Interbank Bonds Market, and decided to engage 45 registration experts based on the actual needs in work and in accordance with the Administrative Measures for Registration Experts of Non-financial Enterprise Debt Financing Instruments in the Interbank Bond Market as well as relevant rules and guidelines. At the same time, the meeting terminated the engagement of 33 registration experts, based on the actual conditions and their applications.

6. The meeting examined and adopted the Proposal on Executing the State Policy for Engagement of Accounting Firms in Securities Futures Business and Arranging the Working Mechanism for the Transitional Period, requiring to give access to qualified accounting firms to conduct businesses related to debt financing instruments, in line with regulations and rules of the State Council and other relevant authorities, so as to improve the quality of financial information disclosure, and protect rights and interests of investors. The meeting also approved the working arrangement for the transitional period submitted by the Secretariat.

7. The meeting examined and adopted the Administrative Measures for Experts of the Self-regulatory Action Meeting of Debt Financing Instrument Market of Non-financial Enterprises (Revised), asking the Secretariat to publish the document for implementation as soon as possible, and improve relevant regulations based on actual conditions to reinforce post-registration management of debt financing instruments.

8. The meeting examined and adopted the Self-regulatory Guidelines on the Brokerage Business in the Interbank Market, and ordered the Secretariat to refine relevant policies continuously, and publish the guidelines for implementation as soon as possible, so as to regulate the brokerage business and promote compliant and healthy development of the interbank market.

9. The meeting examined and adopted the proposal on setting up the International Advisory Committee of NAFMII, agreeing to establish the International Advisory Committee, and asking the Secretariat to complete relevant work actively, properly and in a planned and step-by-step manner.

10. According to the Constitutions of NAFMII, the meeting approved Mr. Xiang Junbo no longer act as President of NAFMII, elected Mr. Wang Hongzhang as new President, approved Mr. Gao Jian, Zhang Jianguo and Yang Chao no longer hold the post of Vice Presidents of NAFMII, and elected Mr. Zheng Zhijie, Zhang Yun and Yang Mingsheng as Vice Presidents of NAFMII.

December 25, 2012