¡¡¡¡With a view to develop Socialist Market Economy, promote sound development of gold market, normalize organization and conduct of Shanghai Gold Exchange (hereinafter referred to as SGE), guarantee the smooth operation of gold transaction and safeguard the legal rights of gold traders as well as the interest of society, the Charter is enacted in accordance with the law, regulation and policy of the People's Republic of China.
Article 2
¡¡¡¡Adopting membership system, SGE is approved by the People's Bank of China and registered in State Administrative Authority of Industry & Commerce. As a non-profit and self-managing legal entity, SGE performs functions stipulated by Rules for Administration of Gold Exchange and organizes gold transaction according to the Charter.
Article 3
¡¡¡¡SGE is led and supervised by the People's Bank of China.
Article 4
¡¡¡¡SGE organizes gold transaction in compliance with the principle of Openness, Fairness, Justness and Honesty.
Article 5
¡¡¡¡The Charter is applicable for all transactions in SGE. SGE, members of SGE, assigned delivery warehouses and their staff shall obey the Charter.
Article 6
¡¡¡¡The Chinese name of the Exchange is "ÉϺ£»Æ½ð½»Ò×Ëù"; The English name of the Exchange is "Shanghai Gold Exchange" with the abbreviation "SGE".
Article 7
¡¡¡¡The registered address of SGE is NO.15, East Zhongshan 1 Road.
Article 8
¡¡¡¡Operating Duration of SGE is 50 years.
Article 9
¡¡¡¡Established under the Rules for Administration of Gold Exchange, SGE is the legal entity which provides place, facilities and services for gold transaction, performs function, and self-manages under the Charter.
Article 10
¡¡¡¡The chairman of the Board is the legal representative of SGE.
Article 11
¡¡¡¡Registered capital of SGE is RMB30,000,000.
Article 12
¡¡¡¡Functions of SGE:
¡¡¡¡1) Providing place, facilities and services for gold transaction;
¡¡¡¡2) Drawing up and applying the business regulations of SGE; normalizing transaction;
¡¡¡¡3) Devising contracts of transaction;
¡¡¡¡4) Organizing and supervising gold transaction, settlement, delivery and transportation;
¡¡¡¡5) Drawing up and applying Risk Control System; controlling risk of the market;
¡¡¡¡6) Guaranteeing the implementation of the contracts;
¡¡¡¡7) Setting market price and releasing market information;
¡¡¡¡8) Supervising the transaction of members, investigating and prosecuting the violation against the regulations of SGE;
¡¡¡¡9) Supervising gold delivery of assigned warehouses;
¡¡¡¡10) Other functions stipulated by the People's Bank of China.
Article 13
¡¡¡¡Business scope of SGE: Organizing transaction, settlement, delivery and transportation of precious metals, including gold, silver, platinum, etc. and providing information, consultation, training and other related services. The name, registered capital, registered address and legal representative of SGE should conduct alternation procedure under relative regulations.
Article 14
¡¡¡¡SGE shall be terminated if any of the following situations:
¡¡¡¡1) Termination of duration prescribed by the Charter and no continuation decided by the Member Assembly;
¡¡¡¡2) Dissolution due to merging or splitting;
¡¡¡¡3) Termination decided by the People's Bank of China.
¡¡¡¡In case described in situation 1) and 2), dissolution should be approved by the People's Bank of China. When SGE terminates, a liquidation group should be established and performs liquidation. The liquidation plan should be approved by the People's Bank of China.
Article 15
¡¡¡¡The member of SGE is referred to the financial institutions founded under laws of People's Republic of China, registered in People's Republic of China, examined and approved by the People's Bank of China to conduct gold business and the corporations founded under regulations of the People's Republic of China, registered in the People's Republic of China, examined and approved by the People's Bank of China to produce, smelt, process, wholesale, import and export precious metals, including gold, silver, platinum, etc. and products of precious metals. Both financial institutions and corporations should have fine credit and reputation.
¡¡¡¡Article 16 Member of SGE should meet the following conditions:
¡¡¡¡1) Corporations registered in the People's Republic of China;
¡¡¡¡2) Adopting the Charter and any regulations of SGE;
¡¡¡¡3) Possessing at least RMB5,000,000 equable net capital;
¡¡¡¡4) Boasting fine credit and operating history with no severe illegal records during past three years;
¡¡¡¡5) Having sound organization and accounting management and complete precious metals business managing system, including gold, silver, platinum, etc.;
¡¡¡¡6) Having qualification of gold business, regular operating place and essential facilities;
¡¡¡¡7) Paying the membership fee and annual fee;
¡¡¡¡8) Other conditions stipulated by the People's Bank of China.
Article 17
¡¡¡¡To acquire the membership of SGE, applicant should provide written application which should be preliminarily examined by Members' examining committee, approved by the board of directors, and reported to the People's Bank of China for its backup. Meanwhile, applicant should be conferred with member certificate and be published.
Article 18
¡¡¡¡Member is vested with the following powers:
¡¡¡¡1) To join the Member Assembly and vote, elect and be elected;
¡¡¡¡2) To perform the right of declaration under the Charter and other regulations of SGE;
¡¡¡¡3) To trade gold, silver, platinum and other precious metals in SGE;
¡¡¡¡4) To use facilities and get information provided by SGE;
¡¡¡¡5) To transfer membership under regulations of SGE;
¡¡¡¡6) To propose to hold temporary member assembly;
¡¡¡¡7) Other rights stipulated by the Charter.
Article 19
¡¡¡¡Member should comply with following obligations:
¡¡¡¡1) Accepting the supervision by the People's Bank of China and complying with laws, regulations, ordinances and policies of the People's Republic of China;
¡¡¡¡2) Complying with regulations, business rules and other decisions of SGE;
¡¡¡¡3) Paying fee under the regulations;
¡¡¡¡4) Attending the Member Assembly and performing the resolution made by the Member Assembly and the Board of directors;
¡¡¡¡5) Accepting the supervision by SGE;
¡¡¡¡6) Handing in operating report and accounting report in accordance with the regulations stipulated by SGE;
¡¡¡¡7) Other obligations stipulated by SGE.
Article 20
¡¡¡¡Member should choose and send several traders to SGE. Traders should be trained by SGE and get the membership certificate so as to participate in the transaction.
Article 21
¡¡¡¡SGE takes the annual examining system on membership and the examining system on qualification of traders of member.
Article 22
¡¡¡¡The total number of members of SGE should be controlled and confirmed by Board of directors and approved by Member Assembly.
Article 23
¡¡¡¡According to their business scope, members of SGE should be divided into the following three types: financial membership, general membership and self-managing membership. Financial membership can conduct its own business, act as agent and other approved business. General membership can conduct its own business and act as agent. Self-managing membership can conduct its own business.
Article 24
¡¡¡¡Membership fee and annual fee is prescribed respectively by SGE subject to difference in types, rights and obligations of membership. Financial member's membership fee is RMB800,000 and annual fee is RMB50,000. General member's membership fee is RMB500,000 and annual fee is RMB40,000. Self-managing member's membership fee is RMB300,000 and annual fee is RMB30,000.
Article 25
¡¡¡¡Member may transfer membership under the regulations and procedures stipulated by SGE. Transferor should file application and written report 60 working days before transfer. Transferee should comply with the provisions of Article of the Charters. Transferee should file application and related documents. Transfer should proceed upon approval of the board of directors of SGC.
Article 26
¡¡¡¡Member who merges other member and new member merged from old members should file application so as to succeed membership. Such member should succeed original membership upon approval of the board of directors. Member who acquires other member or new member merged from old members have the priority to succeed the original membership.
Article 27
¡¡¡¡Should any member severely violate laws, acts or regulations of SGE, SGE should recommend the Board of directors to terminate or cancel its membership. The board of directors should decide whether to recover or cancel membership within 30 working days.
¡¡¡¡Member whose membership is terminated or cancelled should perform procedure stipulated by SGE.
Article 28
¡¡¡¡Member who transfers membership or member whose membership is cancelled should settle trade business and clear the debts in 30 working days.
Article 29
¡¡¡¡When membership is cancelled or transferred, it should be reported to the People's Bank of China.
Article 30
¡¡¡¡SGE should enact membership management regulation and be in charge of administration of members.
Article 31
¡¡¡¡The Member Assembly is the authority of SGE, combine with all members. Its functions and powers are as follows:
¡¡¡¡1) Examining the Charters, Membership management regulation, trade regulation and drafted amendment of SGE;
¡¡¡¡2) Electing and deposing directors of the board of directors;
¡¡¡¡3) Examining reports submitted by the board of directors and the general manager;
¡¡¡¡4) Examining budget and financial statement;
¡¡¡¡5) Examining usage of venture fund;
¡¡¡¡6) Deciding other proceedings proposed by the board of directors;
¡¡¡¡7) Other rights regulated by the Charters.
Article 32
¡¡¡¡Member Assembly should be called and convened once a year by the board of directors. An interim Member ¡¡¡¡Assembly should be held immediately in any of the following situations:
¡¡¡¡1) The number of directors is less than the number regulated under the Rules for Administration of Gold Exchange or two-thirds of the number regulated under the Charters;
¡¡¡¡2) More than one-third of the total number of members propose uniformly;
¡¡¡¡3) The board of directors consider it necessary.
Article 33
¡¡¡¡The Member Assembly should be presided over by the chairman of the board. Should the chairman be absent due to any exceptional reason, the chairman should authorize the vice chairman or other director to preside over the assembly with written form. The proceedings to be examined should be informed to all members 30 days before the date of the Member Assembly. Interim Member Assembly should not examine any proceedings which are not listed in the information.
Article 34
¡¡¡¡The Member Assembly requires a quorum of over two-thirds of the total number of members. One member only has one vote. Any decision of Member Assembly should be passed by over half of the total number of members.
Article 35
¡¡¡¡Member should send its legal representative to attend the Member Assembly. Should legal representative be unable to attend the Member Assembly, member may authorize an agent to attend the Member Assembly. Agent should hand in letter of authorization. Agent performs vote under authority.
Article 36
¡¡¡¡Records regarding all proceedings voted in the Member Assembly shall be made the assembly and signed by all the attending directors.
¡¡¡¡10 days after the date of the Member Assembly, SGE should hand in all documents about the Member Assembly to the People's Bank of China to for the record.
Article 37
¡¡¡¡The board of directors is the regular organization and under the charge of the Member Assembly.
Its functions and powers are as follows:
¡¡¡¡1) To assemble Member Assembly and report to Member Assembly;
¡¡¡¡2) To supervise the implement of decision from Member Assembly or the board of directors;
¡¡¡¡3) To elect general director and vice general directors;
¡¡¡¡4) To supervise function performance of the general manager;
¡¡¡¡5) To draft the Charters, trade regulations and amendments, and submit them to the Member Assembly for approval;
¡¡¡¡6) To examine budget and financial statement submitted by the general manager, and submit them to the Member Assembly for approval;
¡¡¡¡7) To decide establishment of professional committee and its staff;
¡¡¡¡8) To decide membership acceptance and transaction;
¡¡¡¡9) To decide punishment on member who severely violate the regulations of SGE;
¡¡¡¡10) To decide alternation of SGE;
¡¡¡¡11) To decide interim measure on behavior which may violate the regulations;
¡¡¡¡12) To enable urgent measures under unusual situations;
¡¡¡¡13) To examine measures and acts regulated by SGE;
¡¡¡¡14) To examine the usage and management of venture fund;
¡¡¡¡15) To examine the development scheme of SGE and annual scheme submitted by the general manager;
¡¡¡¡16) Other functions and rights regulated by the Charters or authorized by the Member Assembly.
The board of directors may authorize professional committee to perform item 8 and item 9.
Article 38
¡¡¡¡The board of directors consists of 9 to 15 directors. The number of non-member directors should not be more than one-third of the number of total directors. The term of office for a director is 3 years. No director should be renewed more than 3 continued terms.
¡¡¡¡Member director is nominated by the board of directors or one-fifth of members and elected by the Member Assembly. Non-member director shall be appointed by the People's Bank of China. The general manager of SGE is natural director.
Article 39
¡¡¡¡The board of directors shall have one chairman, one or two vice chairman. The chairman and vice chairman shall be nominated by the People's Bank of China and elected by the board of directors. The chairman and the general manager shall not be the same person.
Article 40
¡¡¡¡The chairman has functions and rights as follows:
¡¡¡¡1) To preside over the Member Assembly;
¡¡¡¡2) To call and preside over the board meeting;
¡¡¡¡3) To organize normal work of the board of directors;
¡¡¡¡4) To organize and coordinate professional committees;
¡¡¡¡5) To nominate member of each professional committees;
¡¡¡¡6) To examine the implement of decision of the board of directors and report to the board of directors.
¡¡¡¡The vice chairman should assist the chairman. The chairman should appoint vice chairman or other director with written form to perform exercise the chairman's functions during his absence.
Article 41
¡¡¡¡The board of directors shall convene a meeting every half a year. All directors shall be informed 15 days before the date of the board meeting.
¡¡¡¡An interim board meeting should be held in any of the following situations:
¡¡¡¡1) The People's Bank of China proposes;
¡¡¡¡2) SGE declares unusual situation;
¡¡¡¡3) Over one-third directors propose.
¡¡¡¡To hold interim board meeting under item 1 and item 2, the inform time is not limited by the provisions of Item 1.
Article 42
¡¡¡¡The board meeting requires a quorum of more than two-thirds of the total number of directors. Any decision of the board meeting shall be passed by more than half of the total number of directors.
Decision of the board of directors and other documents should be submitted to the People's Bank of China to for the record within 10 days after the date of the board meeting.
Article 43
¡¡¡¡Director shall attend the board meeting in person. Should director be unable to attend the board meeting, director shall entrust another director to attend the board of directors with written form. The written form should note the authority. One director shall be entrusted by only one director.
Decision of the board of directors should be recorded and signed by all attending directors and recorders.
Article 44
¡¡¡¡The board of directors consists of several professional committees, including Trade, Delivery, Membership examine, mediation and finance, etc.
Professional committee is discussion organization, which assists and under the charge of the board of directors. The functions of professional committee are regulated by the board of directors.
Article 45
¡¡¡¡The members of professional committee consist the members of SGE, staff of SGE and notability. The members are nominated by SGE. The term of office for a committee member is 3 years.
Article 46
¡¡¡¡One professional committee shall have one chairman and several vice chairmen. The chairman shall be member of SGE. One vice chairman shall be the staff of SGE and one's duty is to deal with regular business. Both chairman and vice chairmen are elected from professional committee and appointed by the board of directors. The general manager, the deputy general manager and members of the board of directors shall not be chairman or vice chairman of professional committee. The chairman or vice chairman of professional committee may attend the board meetings without voting right.
Article 47
¡¡¡¡SGE shall have one general manager and one or two deputy general managers. The manager and the deputy general manager shall be appointed and disposed by the People's Bank of China. The term of office for a general manager is 2 years. No general manager should be renewed more than 3 continued terms.
Article 48
¡¡¡¡The functions of general manager are below:
¡¡¡¡1) To implement regulations and decision of the Member Assembly or the board meeting;
¡¡¡¡2) To organize regular business of SGE;
¡¡¡¡3) To draw up measures or methods under the Charters and regulations of SGE;
¡¡¡¡4) To draw up development scheme and annual business plan, and implement approved ones;
¡¡¡¡5) To draw up budget and financial statement of SGE;
¡¡¡¡6) To draw up alternation project of SGE;
¡¡¡¡7) To draw up organization of SGE and hire or fire staff;
¡¡¡¡8) To decide salary, awards and punishment of staff;
¡¡¡¡9) Other functions regulated by the Charters or the board of directors;
¡¡¡¡Should the general manager be unable to perform his function, the general manager should authorize the deputy general manger to perform general manager's function with written form.
Article 49
¡¡¡¡When the general manager leaves his post, the board of directors shall retain a qualified institution to carry out post-leaving audit. The qualified institution and audit report should be submitted to the People's Bank of China to for the record.
Article 50
¡¡¡¡SGE operates under :
¡¡¡¡¡¡ ¡¡¡¡¡¡ Regulations of SGE on Trade
¡¡¡¡¡¡¡¡¡¡¡¡ Provisional Rules of SGE on Settlement of Spot Trade
¡¡¡¡¡¡¡¡¡¡¡¡ Detailed Rules for the Implementation of the regulations of SGE on Settlement of Spot Trade
¡¡¡¡¡¡¡¡¡¡¡¡ Measures of SGE on Delivery
¡¡¡¡¡¡¡¡¡¡¡¡ Emergency measures of SGE on Trade
¡¡¡¡¡¡¡¡¡¡¡¡Measures of SGE for Administration of Assigned Delivery Warehouses and other concrete regulations.