Chapter I General Rules

Article 1 For the purpose of regulating the establishment of foreign stock exchanges' representative offices in China and their business operations, these Measures are formulated under the Securities Law of the People's Republic of China and the related regulations.

Article 2 The term "foreign stock exchanges" as mentioned in these Measures means the stock exchanges, securities automated quotation or electronic trading systems or markets established abroad.

The term "foreign stock exchanges' representative offices in China" (hereinafter referred to as representative offices) as mentioned in these Measures means the permanent representative offices established by foreign stock exchanges inside the territory of China under the approval of engaging in liaison, market promotions, investigations and other similar non-business activities. The person-in-charge of a representative office is the chief representative.

Article 3 A representative office shall conform to the laws and regulations of China as well as the related provisions of the China Securities Regulatory Commission (hereinafter referred to as CSRC). The legitimate rights and interests of representative offices shall be protected by Chinese law.

Article 4 The CSRC shall examine, approve and supervise the representative offices subject to the principle of prudent supervision.

Chapter II Application and Establishment

Article 5 A foreign stock exchange applying for establishment of a representative office (hereinafter referred to as the applicant) shall be subject to the requirements as follows:

(1) The country or region where the applicant is located has perfect laws and regulations on financial supervision;

(2) The financial supervision authority in the country or region where the applicant is located has concluded a memorandum of understanding on supervisory cooperation with the CSRC, and keeps good cooperation with the CSRC;

(3) The applicant is a financial institution established under the approval or ratification of the financial supervision authority of the country or region where it is located;

(4) The applicant has been established for more than 20 years, it has stable and standardized operation and its financial situation is well; and

(5) Other prudential conditions put forward by the CSRC.

Article 6 An applicant can only apply for establishing one representative office, and at the time of application, it shall submit the materials as follows to the CSRC:

(1) An application letter as signed by the board chairman (director-general) or the general manager to the CSRC;

(2) A written opinion or any other related document issued by the financial supervision authority of the country or region where the applicant is located on approval of establishing such a representative office by the applicant;

(3) A copy of the business license or of the attestation on lawfully opening business as issued upon verification by the related competent authority of the country or region where the applicant is located, notarized or certified by a competent notary or certification institution in the country or region where the applicant is located, and certified by the Chinese embassy or consulate accredited to that country;

(4) Articles of association and main business rules of the applicant;

(5) A name list of board of directors (board of governors) and the management personnel;

(6) The annual reports for the latest three years;

(7) A scheme on establishing the representative office, including, but not limited to, the purposes and necessity of the establishment, working plan, setup of internal organs and personnel arrangement, management systems and office site, etc.;

(8) A power of attorney as signed by the board chairman (governor-general) or general manager on appointing the chief representative;

(9) A declaration that the applicant published, which declares the chief representative to-be has no record of penalty due to any serious violation of law or regulation, and which shall be notarized by a notary institution in the country or region where the applicant is located;

(10) The identity certificate, academic credentials and resume of the chief representative to-be; and

(11) Other documents required to be filed by the CSRC.

Article 7 The CSRC will accept and examine the application materials for establishment as filed by the applicant. Where the CSRC decides to approve an application, it shall produce an approval document.

Article 8 Within 90 days upon approval of the CSRC, a representative office shall handle the procedures for industrial and commercial registration as well as taxation registration upon the approval document, move into a fixed office, and report the matters as follows to the CSRC in written form:

(1) Certificates on industrial and commercial registration and taxation registration;

(2) A certificate for the lawful right to use the office;

(3) The telephone number, fax number and post address of the office; and

(4) The mobile phone number and email address of the chief representative.

In case the representative office, within the time limit provided above, fails to file a written report with the CSRC, the original approval document shall be automatically abated.

Article 9 The name of a representative office shall be composed of the following contents in an order as: "the name of the country or region where the foreign stock exchange is located," "the name of the foreign stock exchange," "the name of the local city" and "the representative office."

Article 10 Other main staff members of a representative office shall be referred to as "representatives" or "deputy representatives" except for the chief representative.

Article 11 The qualification for the chief representative of a representative office to hold the post shall acquire the approval of the CSRC. A chief representative shall satisfy the requirements as follows:

(1) Well knowing the finance laws and regulations of China;

(2) Having a bachelor's degree or above, 10 years or more of experience in finance or economy, and three years or more of experience in undertaking Chinese-related business in the latest five years; and

(3) Having a good character and no record of criminal or administrative penalty.

Article 12 To appoint a representative or deputy representative, within five working days as of the date of appointment, a representative office shall report the name, identity certificate and resume of that person to the CSRC for archival purpose.

Chapter III Alteration and Cancellation

Article 13 Where a representative office changes its name, it shall submit an application to the CSRC, and file an application letter signed by the board chairman (governor-general) or general manager of its stock exchange as well as other documents as required by the CSRC.

Article 14 Where a representative office changes its chief representative, it shall submit an application to the CSRC, and file an application letter signed by the board chairman (governor-general) or general manager of its stock exchange as well as the related materials provided in Items (8) up to (11) of Article 6 of these Measures.

Article 15 The CSRC will accept and examine the application materials for changing the name or chief representative submitted by the applicants. It shall reissue an approval document if the CSRC decides to approve an application.

Article 16 Where a representative office changes, adds or reduces a representative or deputy representative, it shall report the name, identity certificate and resume of the person to the CSRC for archival purpose within five working days as of the alteration.

Article 17 A representative office can change its office only inside the city where it is located. Within five working days as of the alteration, the representative office shall report the matters as follows to the CSRC in written form:

(1) A certificate for the lawful right to use the new office; and

(2) The telephone number, fax number and post address of the new office.