Article 1 In order to develop the socialist market economy and promote the healthy development of the gold market.
Healthy development, standardize the organization and behavior of Shanghai Gold Exchange (hereinafter referred to as the Exchange), ensure normal gold trading, safeguard the legitimate rights and interests of the parties involved in gold trading and the interests of the public, and formulate the Articles of Association in accordance with relevant national laws, regulations and policies.
Article 2 The exchange adopts the form of membership organization. It is a legal person approved by the People's Bank of China and registered with the State Administration for Industry and Commerce. Not for profit, perform the functions stipulated by the exchange, organize gold trading in accordance with the articles of association, and implement self-discipline management.
Article 3 The Exchange accepts the leadership and supervision of the People's Bank of China.
Article 4 An exchange shall organize gold trading in accordance with the principles of openness, fairness, impartiality, honesty and credibility.
Article 5 These Articles of Association are applicable to all trading activities of the Exchange, and the Exchange, its members, designated delivery warehouses and their staff must abide by these Articles of Association. Establishment, change and termination of establishment
Article 6 The Chinese name of the Exchange is: Shanghai Gold Exchange; The English name is ShanghaiGoldExchange, and the English abbreviation is SGE.
Article 7 The registered address of the Exchange is No.1 Zhongshan East Road 15, Shanghai.
Article 8 The operating period of an exchange is 50 years.
Article 9 The Exchange, established with the approval of the State Council, is a legal person that provides places, facilities and services for gold trading and performs related functions, and implements self-discipline management in accordance with its articles of association.
Article 10 The chairman of the board is the legal representative of the exchange.
Article 11 The registered capital of the Exchange is RMB 30 million.
Article 12 The functions of the Exchange are as follows:
(1) Providing places, facilities and related services for gold trading;
(2) To formulate and implement the business rules of the exchange and standardize the trading behavior;
(3) designing the transaction contract;
(4) Organizing and supervising the trading, settlement, delivery and distribution of gold;
(5) Formulate and implement a risk management system to control market risks.
(six) to ensure the performance of the transaction contract;
(seven) to generate market prices and release market information;
(eight) to supervise the trading business of members, and investigate and deal with the acts of members in violation of the relevant provisions of the exchange;
(nine) to supervise the gold business of the designated delivery warehouse;
(ten) other functions stipulated by the people's Bank of China.
Article 13 The business scope of an exchange: organizing the trading, clearing, delivery, distribution, information, consultation, training and other related services of precious metals such as gold, silver and platinum in designated places. The change of name, registered capital, registered address and legal representative of an exchange shall be handled in accordance with relevant regulations.
Article 14 In any of the following circumstances, the Exchange shall terminate the transaction:
(1) When the business term stipulated in the Articles of Association expires, the general meeting of members decides not to extend it;
(2) Dissolution due to merger or division.
(3) The People's Bank of China decided to close down.
Dissolution due to items (1) and (2) of the preceding paragraph shall be reported to the People's Bank of China for approval. Upon the termination of the exchange, a liquidation group shall be established to carry out liquidation. The liquidation plan formulated by the liquidation group shall be submitted to the People's Bank of China for approval. member
Article 15 Exchange members refer to financial institutions registered in People's Republic of China (PRC) in accordance with the relevant laws of People's Republic of China (PRC) and approved by the People's Bank of China to engage in gold business, as well as enterprise legal persons engaged in the production, smelting, processing, wholesale, import and export trade of precious metals such as gold, silver and platinum and their products.
Article 16 To apply to become a member of the Exchange, the following conditions must be met: (1) an enterprise legal person registered in People's Republic of China (PRC) and China;
(2) To approve the articles of association and various business rules of the exchange;
(3) Its net assets are not less than 5 million yuan;
(4) It has a good reputation and business history, and has no record of serious violations of laws and regulations in the past three years;
(5) Having a sound organizational structure, financial management system and business management system for precious metals such as gold, silver and platinum;
(6) Having the gold business qualification, fixed business premises and necessary facilities;
(seven) to pay the exchange membership fees and annual fees;
(8) Other conditions stipulated by the People's Bank of China and the Exchange.
Article 17 To obtain the membership of the Exchange, an applicant shall submit a written application, which shall be submitted to the People's Bank of China for the record, awarded the membership certificate and announced by the board of directors after preliminary examination by the membership examination committee.
Article 18 Members shall enjoy the following rights:
(a) to participate in the general meeting of members and exercise the right to vote, to be elected and to vote;
(2) exercising the right of appeal in accordance with the articles of association and trading rules;
(3) Trading precious metals such as gold, silver and platinum in the exchange;
(4) Using the trading facilities provided by the Exchange to obtain relevant trading information and services.
(5) Transferring membership according to regulations;
(six) a joint proposal to convene an interim general meeting of members;
(seven) other rights stipulated in the articles of association.
Article 19 Members shall perform the following obligations:
(1) Accept the supervision of the exchange and abide by the relevant laws, regulations, rules and policies of the state;
(2) Abide by the articles of association, business rules and relevant decisions of the exchange;
(three) to pay various fees in accordance with the provisions;
(four) to attend the general meeting of members and implement the resolutions of the general meeting and the Council;
(5) Accepting the business supervision of the Exchange.
(6) Providing operating conditions and financial and accounting statements in accordance with the provisions of the Exchange.
(7) Other obligations stipulated by the Exchange.
Article 20 Members shall designate a number of traders, who shall be trained in the business of the Exchange and obtain qualification certificates before entering the market to participate in trading.
Article 21 An exchange shall implement the annual examination system for membership and the annual examination system for membership traders.
Article 22 An exchange shall control the total number of its members. The number of members shall be decided by the board of directors and approved by the general meeting of members.
Article 23 Exchange members are divided into financial members, comprehensive members and self-operated members according to their business scope. Financial members can carry out self-supporting and agency business and other approved businesses, comprehensive members can carry out self-supporting and agency business, and self-supporting members can carry out self-supporting business.
Article 24 The Exchange shall formulate corresponding membership fees and annual membership fees according to different types of members and different rights and obligations. Financial member, the qualification fee is 800,000 yuan and the annual fee is 50,000 yuan; Comprehensive membership, the qualification fee is 500,000 yuan and the annual fee is 40,000 yuan; Self-employed members, the qualification fee is 300,000, and the annual fee is 30,000.
Article 25 Members may transfer their membership according to the conditions and procedures stipulated by the Exchange. The transferor must apply to the Exchange 60 working days in advance and submit relevant reports, and the transferee shall comply with the provisions of Article 16 of the Articles of Association. The transferee shall apply to the Exchange for membership, submit relevant documents and materials, and go through the transfer formalities only after being approved by the Board of Directors of the Exchange.
Article 26 If a legal person merged with a member or a newly established legal person after the merger needs to inherit the membership, it must apply to the Exchange and obtain the approval of the Board of Directors of the Exchange before inheriting the membership. A legal person merged with a member or a newly established legal person after merger with a member has the priority to obtain membership.
Article 27 The Exchange may request the board of directors to terminate or cancel the membership that seriously violates relevant laws, regulations and rules of the Exchange, and the board of directors shall make a decision to restore or cancel the membership within 30 working days.
If the membership is terminated or cancelled for any reason, the relevant procedures shall be handled.
Article 28 When transferring trading seats or canceling membership, members must settle their trading business and pay off their debts within 30 working days.
Article 29 When the membership of an exchange is cancelled or changed, it shall be reported to the People's Bank of China for the record.
Article 30 An exchange shall formulate measures for the management of its members to manage them. general meeting
Article 31 The general meeting of members is the authority of the exchange and consists of all members.
The general meeting of members shall exercise the following functions and powers:
(1) To adopt the articles of association of the exchange, measures for the management of members, trading rules and their revised drafts;
(2) Electing and dismissing member directors;
(3) Examining and approving the work reports of the board of directors and the general manager;
(4) Examining and approving the financial budget plan and final accounts report of the Exchange.
(5) Reviewing the use of the risk funds of the exchange.
(6) Deciding on other major matters submitted by the board of directors of the Exchange.
(seven) other functions and powers stipulated in the articles of association.
Article 32 The general meeting of members shall be convened by the Council, generally once a year. In any of the following circumstances, an extraordinary general meeting of shareholders shall be convened:
(1) When the number of members and directors is less than the minimum number stipulated in the Measures for the Administration of Gold Exchanges or two thirds of the number stipulated in the Articles of Association of the Exchange;
(two) when more than one third of the members jointly proposed;
(3) When the Council deems it necessary.
Article 33 The general meeting of members shall be presided over by the chairman. If the chairman is unable to exercise his functions and powers due to special reasons, the vice chairman or other directors designated by the chairman in writing shall preside over the meeting. When a general meeting of members is held, members shall be informed of the matters considered at the meeting 30 days before the meeting is held. The extraordinary general meeting of shareholders shall not make resolutions on matters not specified in the notice.
Article 34 The general meeting of members shall be attended by more than two thirds of the members, and each member shall have one vote. The resolution of the general meeting of members must be adopted by more than half of all members.
Thirty-fifth members to participate in the general meeting, should be attended by their legal representatives. If the legal representative is unable to attend the shareholders' meeting for some reason, the member may entrust an agent to attend the shareholders' meeting, and the agent shall submit the power of attorney of the member to the Exchange and exercise the voting right within the scope of authorization.
Article 36 The general meeting of members shall keep minutes of voting matters, and the directors present at the meeting shall sign the minutes.
After the shareholders' meeting 10 working days, the Exchange shall report all the documents of the shareholders' meeting to the People's Bank of China for the record. commission
Article 37 The Council is the permanent body of the general meeting of members and is responsible for the general meeting of members.
The Council shall exercise the following functions and powers:
(1) Convene a general meeting of members and report their work to the general meeting;
(two) to supervise the implementation of the resolutions of the General Assembly and the Council;
(3) Electing the chairman and vice chairman;
(four) to supervise the general manager to perform his duties;
(5) To draft the articles of association, trading rules and amendments thereof of the exchange and submit them to the general meeting of members for adoption;
(VI) To review the financial budget plan and final accounts report put forward by the general manager and submit them to the shareholders' meeting for adoption;
(seven) to decide on the establishment and selection of special committees;
(eight) to decide on the acceptance and transfer of members;
(nine) to decide on the punishment of serious illegal acts of members;
(10) To decide on the changes of the exchange;
(eleven) to take temporary measures against suspected illegal acts;
(twelve) to take emergency measures under abnormal circumstances;
(thirteen) to examine and approve the detailed rules and measures formulated according to the trading rules;
(14) Approving the measures for the use and management of risk funds;
(15) Examining and approving the development plan and annual work plan of the Exchange proposed by the general manager;
(sixteen) other functions and powers as stipulated in the articles of association and granted by the general meeting.
The Council may authorize special committees to exercise the functions and powers mentioned in Items (8) and (9) of the preceding paragraph.
Article 38 The board of directors consists of 9 directors to 15 directors. Among them, non-member directors do not exceed one-third of the total number of councils. The term of office of directors is 3 years, and directors may not serve for more than two consecutive terms.
The member directors are jointly proposed by the board of directors or more than one-fifth of the members and elected by the general meeting. Non-member directors are appointed by the People's Bank of China. The general manager of the exchange is an ex officio member.
Article 39 The board of directors shall have 65,438+0 chairman and 65,438+0 to 2 vice-chairmen. The chairman and vice-chairman are nominated by the People's Bank of China and elected by the board of directors. The chairman of the board may not concurrently serve as the general manager.
Article 40 The chairman of the board shall exercise the following functions and powers:
(1) Presiding over the general meeting of members;
(2) Convening and presiding over meetings of the Council;
(three) to preside over the daily work of the Council;
(4) Organizing and coordinating the work of special committees;
(5) Nominating members of the special committees of the Exchange;
(six) to check the implementation of the resolutions of the Council and report to the Council. The vice chairman assists the chairman. If the chairman is temporarily unable to exercise his functions and powers for some reason, the vice chairman or director designated by the chairman in writing shall exercise his functions and powers on his behalf.
Article 41 The Council shall meet once every six months. Every meeting shall be notified to all directors before 15.
In any of the following circumstances, an interim Council meeting shall be convened:
(1) Suggestions of the People's Bank of China;
(2) The Exchange declares that it has entered an abnormal situation;
(3) More than one third of the directors jointly propose.
Where a meeting of the board of directors is convened according to the provisions of items (1) and (2) of the second paragraph of this article, the notice time of the meeting is not limited by the provisions of the first paragraph of this article.
Article 42 The meeting of the Board of Directors shall be attended by more than two thirds of the directors, and its resolutions shall be adopted by more than half of all the directors. Within 10 working days after the meeting of the board of directors, the resolutions of the meeting and other documents shall be reported to the People's Bank of China for the record.
Article 43 The board meeting shall be attended by the directors themselves. If the directors are unable to attend for some reason, they shall entrust other directors to attend in writing. The power of attorney shall specify the scope of authorization, and each director can only accept the authorization of one director. The board of directors shall make minutes of the voting matters at the meeting, and the directors and recorders present at the meeting shall sign the minutes.
Article 44 The board of directors shall set up special committees for trading, delivery, membership review, mediation and finance. The Special Committee is a deliberative body that assists the work of the Council. The Special Committee is responsible to the Council, and its duties are prescribed by the Council.
Article 45 The members of each special committee are composed of exchange members, exchange staff and social celebrities, and are appointed by the board of directors for a term of three years.
Article 46 Each special committee shall have 65,438+0 chairmen and several vice-chairmen. The director is a member. 1 The deputy director is a staff member of the Exchange, who is responsible for daily work. The director and deputy directors are elected by special committees and appointed by the Council. The general manager, deputy general manager and members of the board of directors of the exchange shall not concurrently serve as the director and deputy director of the special committee. According to the needs of the work of the Council, the chairman and vice-chairmen of the special committees may attend the meeting of the Council as nonvoting delegates. general manager
Article 47 An exchange shall have a general manager 1 person and a deputy general manager 1 to 2 people. The General Manager and Deputy General Manager shall be appointed and removed by the People's Bank of China. The term of office of the general manager is 3 years, and the re-election shall not exceed two terms.
Article 48 The general manager shall exercise the following functions and powers:
(a) Organizing the implementation of rules and resolutions adopted by the General Assembly and the Council;
(2) Presiding over the daily work of the Exchange;
(3) Organizing the formulation of relevant rules and measures according to the articles of association and trading rules;
(4) Drafting and implementing the approved development plan and annual work plan of the Exchange;
(5) Drafting the financial budget plan and final accounts report of the Exchange;
(6) Drafting the exchange change plan;
(7) To draw up the institutional setup plan of the Exchange, and to hire and dismiss the staff;
(eight) to decide on the remuneration, rewards and punishments of the staff of the exchange;
(9) Other functions and powers stipulated in the articles of association or authorized by the board of directors. If the general manager is temporarily unable to perform his duties for some reason, the deputy general manager designated by the general manager in writing shall perform his duties on his behalf.
Article 49 When the general manager leaves office, the board of directors of the exchange shall employ an intermediary agency with certain qualifications to conduct the audit of leaving office. The hired intermediary agencies and audit reports shall be reported to the People's Bank of China for the record. enterprise management
Article 50 The Exchange shall implement specific rules such as Trading Rules of Shanghai Gold Exchange, Interim Measures for the Administration of Spot Trading of Fund Settlement of Shanghai Gold Exchange, Detailed Rules for the Implementation of Spot Trading of Fund Settlement of Shanghai Gold Exchange, Measures for the Administration of Gold Delivery of Shanghai Gold Exchange, Measures for the Administration of Emergency Trading of Shanghai Gold Exchange and Measures for the Administration of Designated Warehouse of Shanghai Gold Exchange.
Chapter VIII Financial Accounting System
Article 51 The financial affairs of an exchange shall be accounted for independently, be responsible for its own profits and losses, and be managed in accordance with the relevant financial system of the state.
Article 52 An exchange shall, in accordance with relevant state regulations, submit relevant business materials and relevant financial and accounting statements audited by certified public accountants to the People's Bank of China and relevant departments within 90 days after the end of the fiscal year.
Article 53 An exchange shall formulate an internal audit system in accordance with state regulations.
Article 54 The Exchange shall collect annual fees from its members according to regulations.
Article 55 The exchange shall, in accordance with the provisions of the state or the resolutions of the board of directors, draw statutory reserve fund, arbitrary reserve fund and public welfare fund from after-tax profits.
Article 56 In order to ensure the normal operation of the exchange, the exchange shall withdraw risk funds according to the regulations. The exchange shall set up risk funds and development funds.
Article 57 Sources of risk funds:
(1) Fees extracted according to a certain proportion of transaction fee income;
(two) funds designated by the government for risk funds and 50% membership fees;
(3) Other sources.
Article 58 Management of risk funds
The exchange shall implement special accounts and special funds for risk funds.
Article 59 the use of risk funds
It is used to provide financial guarantee for maintaining the normal operation of the market and make up for the losses caused by unforeseen risks of the exchange. The use of risk funds shall be decided by the board of directors and reported to the People's Bank of China for the record.
Article 60 Sources of development funds:
(a) according to a certain proportion of transaction fees from the fee income;
(two) the investment designated by the government for market development and 50% of the membership fee;
(3) Other sources.
Article 61 Management and use of development funds.
The development fund is mainly used to adapt to market development, carry out market business, train personnel and implement market construction. Development funds should be managed and used according to regulations.