Article 1

The Bohai Commodity Exchange (hereinafter referred to as the Exchange) has adopted the method of authorizing service providers (members) to establish a nationwide service network for the traders and qualified cash commodity investors, in order to quickly achieve a great-leap-forward style, unconventional, and in-scaled development, to build up an Asian or even global pricing centre for bulk commodities ranging from oil, metals, coals, agriculture and forest products, to better serve domestic traders and cash commodity investors, to conveniently have the distant enterprises and investors enjoy the services offered by the Exchange, and last but not least, to enhance the Exchange’s cash commodity market service function. The Measures of Tianjin Bohai Commodity Exchange for Authorized Service Providers (Members) Management are hereby formulated in accordance with the Interim Measures of Bohai Commodity Exchange of Tianjin for Trading Market Supervision and Administration, Jin Zheng Fa [2009] No. 32 promulgated by the Tianjin Peoples’s Government to standardize the Exchange and authorized service providers (members)’ behaviors.

Article 2

The Measures are applicable to all authorized service providers (ASPs or members) and their employees.

Article 3

Authorized Service Providers (ASPs) are legal entities or other economic organizations, which are verified and approved by the Exchange, and are engaged in the Exchange’s authorized business within the scope prescribed by the Exchange in accordance with the Interim Measures of Bohai Commodity Exchange of Tianjin for Trading Market Supervision and Administration, Jin Zheng Fa [2009] No. 32 promulgated by Tianjin People’s Government and other applicable rules of the Exchange.

Article 4

There are two categories of ASPs: comprehensive members and specialized members.

Comprehensive members shall provide traders and competent cash commodity investors with market development and trading services in accordance with the authorization of the Exchange for all listed commodities.

Specialized members shall provide traders and competent cash commodity investors with market development and trading services in accordance with the authorization of the Exchange for only one type of listed commodities.

Article 5

An ASP may:

5.1 be engaged in market development for and on behalf of the Exchange;

5.2 assist a trader to go through formalities for access to and listing with the Exchange;

5.3 provide trading training programs for traders for and on behalf of the Exchange;

5.4 recommend and introduce the listed commodities for and on behalf of the Exchange;

5.5 provide traders with information services, including but not limited to delivering statements, delivering notices and any other written/electronic documents and notices;

5.6 charge traders so developed by such ASP with a trading commission of an amount as set out by the Exchange.

5.7 handle other matters authorized in writing by the Exchange.

Article 6

An ASP shall be prohibited from the following:

6.1 trading for and on behalf of traders;

6.2 taking part in illegal fund-raising or other illegal activities;

6.3 disclosing the trading information of traders and profiting from it;

6.4 doing other activities neither for developing the market nor for trader services.

Article 7

An ASP shall control the risks of traders’ trading behaviors.

A member shall assist the Exchange with risk control on traders’ trading behaviors so developed by the member. The details are as follows:

7.1 A member shall be obligated to check the held positions and margins of traders so developed by such member;

7.2 A member shall contact traders who do not have sufficient margins in their accounts on that day (the Nth Day) and urge such traders to increase the margins up to the required level;

7.3 A member shall transfer positions on behalf of the trader until the proceeds from such transfer make up the difference of the margins on the (N+1)th Day, if the trader fails to transfer funds into the account or fails to make up the difference of margins by himself within the time limit prescribed by the Exchange (the (N+1)th Day).

7.4 A member shall exercise the right to “transfer on behalf of the trader” (TOBOT) on the next trading day (the (N+1)th Day); if the TOBOT transaction is not completed due to the price limits system or other market factors, then the member shall exercise the TOBOT right again on the (N+2)th trading day.

7.5 If the price limit is reached in the same direction for three consecutive trading days, then members shall conduct traders on the risk control according to Measures of Bohai Commodity Exchange for Risk Management.

7.6 If the member fails to accomplish the TOBOT as prescribed in the Trading Rules of the Exchange within a prescribed time, then the Exchange will exercise the TOBOT option on the trader in question, and make public criticism on the corresponding member.

7.7 The Exchange reserves the right to withdraw the qualifications of the service providers (members) who have been criticized in public three times by the Exchange.

7.8 Members shall assist the Exchange with the explanation to their traders should emergencies or irregularities occur.

Article 8

Any applicant applying to be an ASP of the Exchange shall satisfy the following requirements:

8.1 being a legal entity or other economic entity registered within the People’s Republic of China;

8.2 being an influential enterprise or investment enterprise in a related area;

8.3 having extensive customer resources, strong industry convening power and market promotion ability;

8.4 being familiar with the trading rules and other related business of the Exchange;

8.5 being good with business operations and therefore maintaining a good reputation;

8.6 committing to abide by the management rules of the Exchange and other applicable business rules;

8.7 other requirements stipulated by the Exchange.

Article 9

Requirements for the business premises of the ASPs

9.1 Requirements for the site

The business premises should be established at the CBD areas where relevant industries, commodity exchange markets or financial service entities are located.

9.2 Appearance requirements for the business premises

The business premises should be in a place where there is a good ventilation system and plenty of sunlight; and the uniformed bronze plaque engraved with the character of Authorized Service Providers of Bohai Commodity Exchange shall be hanged on the exterior wall at the entrance. Both the Accedit Limit of Authorized Service Provider of Bohai Commodity Exchange and the Flow Chart for Participating in Trading in the Exchange shall be hung in visible places inside the office.

9.3 Requirements for offices

The area of the office should be at least 200 square meters, with the reception area no less than 60 square meters. Also, the office area shall be expanded gradually as the number of clients increases.

Article 10

The staffing requirements of an ASP should meet, but are not limited to, the following requirements:

10.1 1-2 competent managers who master the business of the Exchange;

10.2 3-4 competent specialists with spot trading business experience;

10.3 1-2 competent risk management specialists who master the business of the Exchange;

10.4 2-3 competent customer service staff;

10.5 at least 20 market development specialists.

Article 11

The employees of an ASP should meet the following position requirements:

11.1 have a college degree or above with a major in economics, finance, oil-related subjects, metal-related subjects, geography and mineral, or agriculture;

11.2 have work experience in relevant industries such as securities, futures, insurances, banking, etc.

11.3 be familiar with the specific spot trading modes for relevant commodities;

11.4 master the business of the Exchange; have good communication skills to introduce and promote the business of the Exchange, and have good investment knowledge;

11.5 have excellent work ethic, a “down to earth” attitude, and be honest and trustworthy.

Article 12

Procedures for becoming an ASP

12.1 The company should provide the following documents to the Exchange:

1)  the application form(with official seal);

2)  the profile of the company (with official seal);

3)  a photocopy of the business license of the applicant (the second sheet) (with official seal);

4)  a legitimate certificate of tax registration (the second sheet) (with official seal);

5)  a legitimate certificate of organization code (the second sheet) (with official seal);

6)  a photocopy of legal representative’s identity;

7)  other documentation required by the Exchange.

12.2 The Exchange shall complete the verification process and notify the applicant of the results via an appropriate method within 10 business days of receipt of the application packages.

12.3 After the applicant has received the approval notice, he/she shall come to the Exchange to sign the applicable legal documents and pay the membership fee.

12.4 After receiving the membership fee, the Exchange shall grant the applicant the bronze plaque, and the applicant is qualified to develop the market for the Exchange and provide services to its traders.

Article 13

An authorized service provider (member) shall pay the following fees:

13.1 One-time Membership Fee: RMB 2,000,000 for comprehensive members, RMB 500,000 for specialized members.

13.2 Annual Membership Management Fee: RMB 50,000 for comprehensive members, RMB 30,000 for specialized members.

The Exchange reserves the right to adjust the fees as the circumstances may require.

Article 14

All members and their employees shall participate in regular training sessions provided by the Exchange and will be certified after passing examinations.

Article 15

In order to promote orderly development and moderate competition among all the members, whereas to protect our members’ legitimate interests, the Exchange recruits 100 authorized service providers (members) nation-wide and strategically allocates the members based on the following principles:

15.1 There are no restrictions on the amount of members located in each municipality.

15.2 There shall be no more than 3 authorized service providers located in each capital city.

15.3 There shall be no more than 2 authorized service providers located in each prefecture-level city or economically developed county-level city (coastal region), with the exception of those areas with a strong economy.

Based on the attributes of each listed-commodity related industry and the regional characteristics of every spot market, the Exchange develops no more than 50 specialized service providers (members), who possess professional background and knowledge, for every industry (crude oil, metals, coal and agriculture).

Article 16 Performance Appraisal Requirements for Authorized Service Providers (Members)

In order to promote rapid and sound development, and to encourage moderate competition among the members, the Exchange sets up corresponding assessment criteria at different periods and within different situations. The Exchange evaluates its members periodically based on their market development progress. For those members who are outstanding, the Exchange offers rewards. For those members who are not able to meet the requirements, the Exchange may ask the member to transfer its membership within the specified time. For those members that do not complete the membership transfer within the specified time, the Exchange shall have the right to expel the member.

Article 17 Membership Transfer Procedures

17.1 The party that transfers the membership (the “transferor”) shall submit the application document to the Exchange; the party to whom the membership is transferred (the “transferee”) shall submit the membership application documents as defined in Article 12 of this Rules to the Exchange.

17.2 Upon receiving the application documents for membership transfer, the Exchange shall have the transferee’s qualifications investigated and notify the member of the result within 10 business days.

17.3 Upon receiving the Exchange’s approval for the membership transfer, the transferor and transferee shall sign the Agreement of Membership Transfer, and complete the following procedures within 10 business days:

1. The transferor shall pay off all liabilities and debts it owes to the Exchange;

2. The transferor shall return all bills and receipts.

3. The transferor shall transfer the membership bronze plaque to the transferee;

4. The transferee shall sign any legal documents related to the membership.

5. To complete other procedures that shall be completed in accordance with the rules.

17.4 The membership transfer price shall be paid by the transferee to the transferor. The price shall be negotiated between the transferee and the transferor. The one-time membership fee paid by the transferor, in accordance with Article 13, will not be returned.

17.5 The Exchange will charge a membership transfer fee to the transferor. Detailed provisions for implementation shall be otherwise provided.

17.6 The Exchange updates its membership information on the website.

Article 18 If a member meets one or more of the following conditions, the transfer of membership is prohibited:

18.1 to be involved in a business dispute, violation or criminal action and is investigated by one of the State offices;

18.2 to be investigated by the Exchange for being involved in violations;

18.3 to have had membership for less than a year;

18.4 to have been expelled by the Exchange;

18.5 to have unresolved financial dispute(s) with the Exchange.

Article 19

If a legal representative of a merged member firm or the legal representative who has been newly appointed after the merger of a member firm intends to succeed the membership, the membership can be succeeded only after an application for membership has been submitted to and approved by the Exchange after its examination. The legal representative of a merged member firm or the legal representative who has been newly appointed after the merger of a member firm has the priority in obtaining a membership.

Article 20 Membership Withdrawal

20.1 The Exchange reserves the right to withdraw a member''''s membership if that member:

1. Engages in illegal transactions;

2. Engages in illegal fund-raising activities;

3. Charges any fees, other than trading service commissions, to its traders;

4. Is involved in any activities beyond the scope of authorized services, damaging the image of the Exchange;

5. Makes a profit guarantee to its clients or makes an agreement with clients on the share of profits or common risks.

6. Fails to perform risk management control to its clients where the rules and provisions of the Exchange require doing so;

7. Is required to but fail to find a transferee within the specified time for the membership transfer;

8. Engages in other activities that transgress the state laws, regulations or rules or seriously violate the rules and regulations of the Exchange.

20.2 Having been expelled from the membership, a member has to complete the following procedures within 10 business days:

1. pay off all liabilities and debits it owes to the Exchange;

2. return all bills, receipts, legal documents signed with the Exchange, and return the membership bronze plaque to the Exchange.

3. complete other procedures that are required by pertinent rules.

The Exchange will delete all information regarding the expelled members on the Exchange’s official website, terminate the relationship, and forfeit the membership fee.

Article 21 If any of the following situations happens to a member, the member shall submit a written report to the Exchange within 10 business days:

21.1 the legal representative has been replaced;

21.2 the amount of registered capital has been modified or the structure of share ownership has been altered;

21.3 the name, location, business nature and/or contact info of the member''''s firm have been changed;

21.4 branches have been established, merged or closed;

21.5 the location and/or business nature of a branch have been changed.

21.6 the business status has significantly changed;

21.7 the business has been involved in a lawsuit or an economic dispute worth more than RMB 500,000;

21.8 the business has acquired membership on another Exchange;

21.9 the business has been penalized or charged for violating laws or rules made by administrative departments, law enforcement departments, or other exchanges.

21.10 Other situations required by the Exchange.

Article 22

All publicity must comply with the unified arrangements of the Exchange. A member must neither release any information or words, which are not approved by the Exchange, to the media; nor publish any fictitious or misleading information. By doing so, the Exchange ensures that all the information released is true, accurate, and complete.

Article 23

Members shall participate in all activities and conferences that are requested by the Exchange. A member shall inform the Exchange of a valid reason in advance for its absence.

Article 24

Matters that are not covered by this management agreement shall be executed in accordance with other relevant agreements signed between the Exchange and its members.

Article 25

The Exchange retains the right of final explanation of the measurements herein, in accordance with the Interim Measures of Bohai Commodity Exchange of Tianjin for Trading Market Supervision and Administration, Jin Zheng Fa [2009] No 32.

Tianjin Bohai Commodity Exchange

January 18, 2010