(Adopted at the 20th meeting of the 8th Board of Governors on October 30, 2024;  issued by Announcement [2024] No.167 on December 5; effective as of the date of issuance)

Chapter 1 General Provisions

Article 1 These Rules are made in accordance with the Bylaws of Zhengzhou Commodity Exchange (“Bylaws”) and Trading Rules of Zhengzhou Commodity Exchange for the purposes of strengthening the management of Members, protecting their lawful rights and interests, and regulating their activities at the Zhengzhou Commodity Exchange (the “Exchange”).

Article 2 “Member” refers to any enterprise legal entity or unincorporated organization that is approved by the Exchange to engage in futures trading activities at the Exchange in accordance with the laws and regulations on futures trading and the Bylaws.

Article 3 These Rules apply to Members and their futures professionals.

Chapter 2 Membership Requirements

Article 4 Members of the Exchange are classified by scope of business into futures brokerage Members (“FB Members”) and non-futures brokerage Members (“Non-FB Members”).

Where necessary, the Exchange may admit and create Special Members with special rights and obligations.

Article 5 An applicant for Membership shall:

(1) be an enterprise legal entity or unincorporated organization registered within the mainland of the People’s Republic of China (“PRC”);

(2) agree to comply with the Bylaws and Rules of the Exchange;

(3) hold the Securities and Futures Business Permit issued by the CSRC if applying for FB Membership, and possess a registered capital of no less than RMB 5,000,000 if applying for Non-FB Membership;

(4) have a sound credit standing and operating history;

(5) have in place a sound organizational structure, financial system, and futures management framework;

(6) have a team of employees who are qualified to engage in the futures business, permanent business premises, and the necessary facilities; and

(7) meet other requirements prescribed by the China Securities Regulatory Commission (“CSRC”) and the Exchange.

Article 6 An applicant for Membership shall submit to the Exchange the following documents and materials affixed with its company seal:

(1) an application form signed by its legal representative;

(2) a photocopy of the Business License issued by the competent administrative department for industry and commerce;

(3) the annual accounting report for the most recent year audited by an accounting firm or audit firm;

(4) the certification of its right to use its domicile (or business premises);

(5) a descriptive statement on its shareholders; and

(6) any other documents required by the Exchange.

Article 7 An applicant for FB Membership shall, in addition to the materials listed in the preceding Article, submit the following materials affixed with its company seal:

(1) a photocopy of the Securities and Futures Business Permit issued by the CSRC;

(2) its articles of association and futures brokerage rules; and

(3) the resumes of its legal representative and the principal persons in charge of futures business, and a list of its futures professionals.

Article 8 An applicant for Membership shall submit a written application form to the Exchange.

The application form shall contain:

(1) a written commitment to comply with the Bylaws and the rules and regulations of the Exchange;

(2) a description of its internal and business organizations; and

(3) any other information required by the Exchange.

Article 9 Within thirty (30) business days upon receiving a conforming set of Membership application materials, the Exchange’s member management department shall form and forward its opinions to the Self-Disciplinary Committee for preliminary review.

Where the application passes the preliminary review of the Self-Disciplinary Committee and is subsequently approved by the Board of Governors, the Exchange will send to the applicant an admission notice.

Article 10 Within thirty (30) business days upon receiving an admission notice from the Exchange, the applicant shall:

(1) pay the membership fee of RMB 400,000;

(2) pay the annual membership fee of RMB 20,000 for FB Membership and RMB 10,000 for Non-FB Membership;

(3) deposit its Settlement Reserve, of an amount not less than the figure specified by the Exchange, into the relevant account;

(4) open a Dedicated Funds Account at a Futures Margin Depository Bank;

(5) complete the authorization procedures for relevant personnel; and

(6) complete any other required procedures.

Failure to complete the required procedures within the prescribed time limit is deemed as a forfeiture of acceptance to Membership.

Article 11 An applicant will formally become a Member after completing the admission procedures, upon which the Exchange will issue it a Membership certificate and report its admission to the CSRC.

Article 12 Any formally admitted Member shall obtain at least one trading seat.

Any Member that requires additional trading seats to accommodate business growth shall apply to the Exchange for approval.

Article 13 A Member shall enjoy the rights and perform the obligations prescribed in the Bylaws and the Rules of the Exchange.

Chapter 3 Change of Membership

Article 14 Membership may be transferred with the approval of the Exchange.

Article 15 The transferor of Membership must be a Member who has paid the membership fee and holds the relevant property rights.

Article 16 In a transfer of Membership, the transferor shall submit to the Exchange a Membership transfer application; the transferee shall submit to the Exchange a Membership application and the supporting materials in accordance with the relevant rules. Once such applications pass the preliminary review of the Self-Disciplinary Committee and receive the approval of the Board of Governors, the Exchange will issue written approval notices to both the transferor and the transferee.

Upon receiving the written approval notices, the transferor and the transferee shall submit their Membership Transfer Agreement to the Exchange and complete the change of Membership procedures.

Article 17 Within thirty (30) business days upon receiving the written approval notice from the Exchange, the transferor shall:

(1) liquidate all its open positions in futures and option contracts;

(2) settle all claims and liabilities incurred at the Exchange;

(3) return the various instruments and any certificates issued by the Exchange;

(4) undertake the procedures to close its Dedicated Funds Account;

(5) return all the trading facilities provided the Exchange; and

(6) undertake any required procedures.

Article 18 Upon receiving the written approval notice from the Exchange, the transferee shall complete the Membership admission procedures in accordance with Article 10 (excluding paragraph 1) of these Rules.

Failure to complete the required procedures within the prescribed time limit is deemed as a forfeiture of the Membership being transferred.

Article 19 A transferee of Membership shall not trade at the Exchange until the transferor has completed the Membership withdrawal procedures.

Article 20 In a transfer of Membership, the Exchange will, in accordance with the approval notice and the admission and withdrawal procedures, register the transferor’s rights and interests as a Member (i.e., those obtained through the payment of the membership fee) under the name of the transferee and issue a Membership certificate to the transferee.

Article 21 The Membership of a Member shall not be transferred if:

(1) the Member is under a formal investigation by a government agency of the PRC due to an economic dispute, suspected violation of the law, or suspected crime, unless such Membership is being lawfully auctioned or forcibly transferred by a competent government agency of the PRC;

(2) the Member is under a case investigation by the Exchange for a suspected violation;

(3) the Member has been given such penalties in the last three (3) months by the Exchange as public reprimand or suspension of futures or options business due to any illegal or non-compliant activity;

(4) the Member has any unresolved debt dispute with the Exchange; or

(5) the rights and interests associated with its Membership have been lawfully frozen by the law enforcement agencies of the PRC.

Article 22 Any legal entity that intends to succeed to a Membership, either through acquiring or merging with a Member or as a result of a consolidation involving a Member, may only succeed to the Membership after an application for this matter is submitted to the Exchange and approved by the Board of Governors.

Article 23 Subject to the approval of the Board of Governors, the Exchange may revoke a Member’s Membership if the Member:

(1) has its Securities and Futures Business Permit revoked by the CSRC or is declared as a Prohibited Market Participant;

(2) privately transfers its trading seat or entrusts or subcontracts it to others;

(3) has an acute shortage in funds, personnel, or equipment or is poorly managed, which is not remedied after rectification efforts;

(4) refuses to carry out a resolution of the General Assembly or of the Board of Governors of the Exchange;

(5) fails to conduct futures trading for three (3) consecutive months without any justifiable reason; or

(6) commits any other act that violates the laws, regulations, or ministry-level rules of the PRC or constitutes a material violation of the Bylaws or other applicable rules of the Exchange.

Article 24 Any Member intending to withdraw from Membership shall submit an application to the Exchange and the Exchange shall, following the approval of the Board of Governors, issue a written approval notice to the Member on the withdrawal.

Article 25 A Member shall complete the relevant procedures prescribed in these Rules within thirty (30) business days upon receiving the Exchange’s notice on the cancellation of its Membership or on the approval of its withdrawal from Membership.

Article 26 The Exchange shall report any changes in Membership to the CSRC.

Chapter 4 Supervision

Article 27 Each Member and its futures professionals must comply with the relevant laws, regulations, and policies of the PRC and the Bylaws, rules, and detailed implementing rules of the Exchange, and shall accept the administration and supervision of the CSRC and the Exchange.

Article 28 A Member shall submit a written report to the Exchange in a timely manner if it:

(1) changes its legal representative;

(2) changes its total registered capital or ownership structure;

(3) changes its name, domicile, scope of business, or contact information;

(4) establishes, consolidates, or closes any branch office;

(5) experiences any significant change in operating conditions;

(6) becomes involved in a major arbitration, litigation, or economic dispute;

(7) ceases its futures or options business;

(8) obtains the membership of another exchange; or

(9) is sanctioned by a futures market administrative agency, administrative law enforcement agency, judicial authority, or another exchange for an illegal or non-compliant activity.

Article 29 The Exchange conducts either spot or comprehensive checks each year on Members’ observance with the Rules of the Exchange. Members shall actively cooperate with such checks in accordance with the arrangements of the Exchange.

Article 30 The Exchange has the power to require a Member to make corrections within a prescribed time limit if:

(1) the Member has been mismanaging its finances and making a loss over an extended period, or is showing poor business results or a sharp decline in solvency; or

(2) a material issue is identified during an annual check.

Failure to make corrections within the prescribed time limit is grounds for the Exchange to suspend the Member from futures or options trading or, subject to the approval of the Board of Governors, to cancel its Membership.

Article 31 Each FB Member shall fulfill its duty of loyalty and duty of care to its clients when providing brokerage services, and shall conduct business in a lawful and compliant manner.

Article 32 An FB Member shall, at the time of accepting a client’s application to open account, present to the client the Risk Disclosure Statement for Futures Trading as well as the Trading Rules of Zhengzhou Commodity Exchange and its detailed implementing rules; and require the client to confirm, through its signature, that it has understood the contents of the foregoing documents and to undertake in the brokerage agreement to comply with the rules of the Exchange.

Article 33 Any FB Member that provides online trading tools to its clients shall establish a risk management framework for online trading and provide a special notice to inform clients of the risks of trading online.

Article 34 An FB Member shall manage the trading activities of its clients. The Exchange may conduct on-site or off-site checks on a Member’s performance in client management, during which the Member shall furnish such business statements, account books, trading records, and other futures trading-related documents and materials as required by the Exchange.

Article 35 Members shall safeguard the Exchange’s reputation and assist the Exchange in resolving emergencies and abnormal situations. FB Members shall provide adequate explanations to their clients in the event of an emergency or abnormal situation.

Article 36 Members shall participate in the activities and meetings organized by the Exchange as required by the Exchange, or obtain the prior approval of the Exchange for a justified absence.

Article 37 Any futures professional employed by a Member that engages in trading, clearing, and delivery activities at the Exchange must be authorized by the Member. A Member is fully liable for the business activities conducted at the Exchange by its futures professionals.

Article 38 The authorization given by a Member to its futures professionals automatically becomes void upon the transfer or cancellation of its Membership.

Chapter 5 Ancillary Provisions

Article 39 Any violation of these Rules will be handled in accordance with the Rules of Zhengzhou Commodity Exchange on Violations.

Article 40 The Exchange reserves the right to interpret these Rules.

Article 41 These Rules take effect on December 5,2024.

(This English version is for reference ONLY. In case of any inconsistency between the different language versions, the Chinese version prevails.)