(Reviewed and adopted on August 29, 2017 at the third session of the Fifth NAFMII Governing Council)

Chapter I General Provisions

Article 1 This Member Rules of National Association of Financial Market Institutional Investors (this “Membership Rules”), formulated in accordance with the Administrative Rules on Debt Financing Instruments of Non-Financial Enterprises in the Interbank Bond Market, the Constitution of the National Association of Financial Market Institutional Investors (the “Constitution”), and other relevant rules, is designed to strengthen the self-regulation of China’s interbank market, protect the lawful rights and interests of NAFMII members, and improve the services of the National Association of Financial Market Institutional Investors (“NAFMII”).

Article 2 Members of NAFMII shall have such rights and obligations as set out in the Constitution.

Article 3 This Membership Rules is applicable to institutional members of NAFMII and their employees. Membership rules for individual members shall be separately developed by NAFMII.

Chapter II Membership Management

Article 4 Applicants for membership of NAFMII shall meet the requirements set out in the Constitution.

Foreign institutions may apply for special membership of NAFMII. Special members shall not have the right to elect others, to be elected, or to vote.

Article 5 Any institution applying for membership shall submit to NAFMII the following materials:

(1) the membership application;

(2) its articles of association;

(3) photocopy of its duplicate Business License, duplicate industry license, or other legal qualification documents;

(4) audit report for the most recent year;

(5) member information filing form; and

(6) other materials required by NAFMII.

Article 6 NAFMII shall review the qualifications of institutional applicants and issue membership certificates to those who have passed the review.

Article 7 Each member shall designate a representative, who shall be either its legal representative or relevant person-in-charge, to perform membership duties at NAFMII on behalf of such member.

Any replacement of representative must be reported to NAFMII in writing in a timely manner along with the proposal for a qualified successor.

Article 8 Each member shall designate several contact persons responsible for the routine communication with NAFMII. Any replacement of contact person shall be reported to NAFMII in a timely manner.

Article 9 NAFMII implements an annual membership registration system. Registration shall be automatic for those members who have complied with the Constitution and performed membership obligations in the preceding year.

Article 10 A member shall submit a change report to NAFMII within thirty days of occurrence of any of the following circumstances:

(1) any change to its name, place of registration, principal business office, or contact details;

(2) any change to its legal representative or main person-in-charge;

(3) any merger, consolidation, separation, bankruptcy, dissolution, or cancellation of the member;

(4) any other circumstance that needs to be reported in writing as determined by NAFMII or the member.

Article 11 A member’s membership shall change accordingly in any of the following circumstances:

(1) in the case of a merger or consolidation of two or more members, the surviving member or the newly created member shall succeed to the original membership;

(2) in the case a separation into two or more institutions that are qualified for membership of NAFMII, one of the institutions shall succeed to the original membership, and the other institution(s) must apply for NAFMII membership separately.

Article 12 A member who intends to cancel its membership shall submit a written application to NAFMII for approval. NAFMII will not accept any membership application from such a member within one year of such cancellation, unless otherwise specially approved by the Council or Governing Council.

Cancellation of membership is not permitted for members who have outstanding business at NAFMII.

Article 13 Members shall pay their membership fees in full and on time. The annual membership fees are due by March 31 of the current year.

Chapter III Self-Regulation

Article 14 NAFMII shall educate and supervise its members to comply with national laws and regulations as well as its self-regulatory rules, and shall have the power to oversee and inspect the professional conduct of its members.

Article 15 NAFMII shall, in accordance with law, protect the lawful rights and interests of members, mediate inter-member disputes, and relay to competent authorities and legislative authorities the suggestions and needs of members arising from their business operations.

Article 16 NAFMII administers members according to their categorization and levels.

Article 17 NAFMII shall classify members into different categories based on their institution type and scope of business, and develop guidelines to regulate their businesses by such categories.

Article 18 NAFMII shall develop a member evaluation system and, based on market needs, periodically organize market participants to evaluate, in accordance with the specific rules separately developed by NAFMII, the overall performance of various categories of members in the interbank market.

Article 19 NAFMII shall administer members in the same category based on the evaluation result derived from market evaluation results.

NAFMII shall develop appropriate measures, in a separate document, to support the interbank market activities of members with excellent market evaluation results and restrict those of members with poor results.

Article 20 NAFMII shall maintain, and publish in accordance with applicable rules, member integrity record which records the rewards and punishments given by NAFMII and other integrity-related information. The measures for the administration of such integrity records shall be developed separately by NAFMII.

Article 21 For any member or any employee thereof who has made special contribution to NAFMII or to the interbank market, NAFMII may issue or circulate a recognition letter or publicly issue an award, as appropriate.

Article 22 For any member who has violated the Constitution or self-regulatory rules of NAFMII, NAFMII may, depending on the severity of the violation, communicate its concern, circulate a notice of criticism, send a warning or serious warning, or issue a public reprimand; and may, based on the specific circumstances, order the member to make corrections or offer an apology, restrict its relevant businesses, suspend its membership rights, or revoke its membership. For the directors, senior managers, and other persons who have direct responsibility over the violation, NAFMII may communicate its concern, circulate a notice of criticism, send a warning or serious warning, or issue a public reprimand; and may, based on the specific circumstances, order such individuals to make corrections, order them to offer an apology, or identify them as unfit to hold their positions. Where a violation or law or regulation is suspected, NAFMII may refer the case to competent authorities for further action.

Article 23 Unless otherwise specially approved by the Council or Governing Council, for any member whose membership has been revoked, NAFMII will not accept its membership application within two years of such revocation.

Chapter IV Ancillary Provisions

Article 24 The Secretariat of NAFMII shall be responsible for interpreting this Membership Rules.

Article 25 This Membership Rules shall come into effect as of the date of publication. The former Membership Rules of National Association of Financial Market Institutional Investors (NAFMII Announcement [2016] No. 12) shall expire simultaneously.