(Effective Date:1992.04.25--Ineffective Date:)

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.