(Amended at the special members meeting of the Zhengzhou Commodity Exchange on August 25, 2025; issued by Announcement [2025] No. 119 on September 26, 2025; effective as of  September 26, 2025)

Chapter 1 General Provisions

Article 1 These Bylaws are made in accordance with the relevant laws, regulations, and ministry-level rules of the People’s Republic of China (“PRC”) for the purposes of protecting the lawful rights and interests of the Zhengzhou Commodity Exchange (“ZCE” or the “Exchange”), its Members, and other participants of the futures market; safeguarding the public interest; and regulating the organization and activities of the Exchange.

Article 2 The Exchange is a self-regulatory, not-for-profit membership corporation established in accordance with the PRC laws, regulations, and ministry-level rules with the approval of the China Securities Regulatory Commission (“CSRC”) to provide the venues, facilities, and services for futures trading and to organize and supervise futures trading activities.

Article 3 The Exchange establishes a branch of the Communist Party of China (“Party”) in accordance with the Constitution of the Communist Party of China to carry out Party activities, provides the necessary conditions for Party activities, and ensures its Party committee can play its central, political leadership role, the Party disciplinary committee can fulfill its supervisory mandates, and the various primary-level Party organizations can actively carry out Party programs.

Article 4 The name of Exchange is “郑州商品交易所” in Chinese and “Zhengzhou Commodity Exchange” (abbreviated as ZCE) in English.

Article 5 The Exchange is domiciled at 30 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, China.

Article 6 The Exchange has a registered capital of RMB 90,600,000, committed and contributed by its Members.

Article 7 The Exchange is an organization of perpetual existence.

Article 8 The Chairman of the Exchange is the legal representative of the Exchange.

Article 9 The Exchange performs the following duties:

(1) to provide trading venues, facilities, and services;

(2) to make and implement the Rules of the Exchange;

(3) to design contracts and arrange for their listing;

(4) to organize and supervise futures trading, clearing, and delivery activities;

(5) to establish and implement risk management protocols and control the risks arising from trading activities;

(6) to guarantee the performance of contracts in futures trading;

(7) to release market information;

(8) to supervise the futures business of Members;

(9) to supervise Members to strengthen the management of client trading activities, and to supervise the futures business of overseas traders and overseas brokers;

(10) to investigate and take actions against violations;

(11) to provide tips to the CSRC on illegal or non-compliant futures activities in a timely manner and cooperate with the CSRC during checks, investigations and evidence gathering;

(12) to provide trading, clearing, delivery, and other services for futures-related businesses; and

(13) to perform other duties prescribed by the CSRC.

Article 10 The Exchange shall complete the corresponding registration update procedures upon any change in its name, registered capital, domicile, or legal representative.

Article 11 The Exchange terminates as an organization if:

(1) it is dissolved by a resolution of the General Assembly;

(2) it needs to be dissolved due to a merger or division; or

(3) it is closed by the CSRC.

Upon the occurrence of a termination event, the Exchange shall form a liquidation group to liquidate its assets.

Article 12 These Bylaws apply to all business activities at the Exchange. The Exchange, its Members, and their respective staff members shall comply with these Bylaws.

Chapter 2 Members

Article 13 “Member” refers to any enterprise legal entity or unincorporated organization that is approved by the Exchange to engage in futures trading and related activities at the Exchange in accordance with the laws and regulations on futures trading and these Bylaws.

Article 14 Members are classified into futures brokerage Members (“FB Members”) and non-futures brokerage Members (“Non-FB Members”).

Article 15 An applicant for Membership shall:

(1) be an enterprise legal entity or an Exchange-recognized unincorporated organization registered within the mainland of the PRC;

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

(3) have the requisite level of registered capital and net assets;

(4) have a sound credit standing and operating history, and no record of any major illegal activity or expulsion by a futures exchange within the past three (3) years;

(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;

(7) for any applicant for FB Membership, hold the Securities and Futures Business Permit issued by the CSRC; and

(8) meet other requirements prescribed by the CSRC and the Exchange.

Article 16 The admission of a Member is subject to the approval of the Board of Governors of the Exchange and shall be filed with the CSRC, formalized with the issuance of a Membership certificate, and publicly announced.

Article 17 A Member has the right to:

(1) attend members meetings, elect others and be elected for a position, and exercise its voting right;

(2) engage in the futures trading of the specified products at the Exchange;

(3) use the trading facilities of the Exchange and obtain futures trading-related information and services;

(4) transfer its Membership in accordance with relevant rules;

(5) jointly call for a special members meeting;

(6) appeal a decision in accordance with these Bylaws and Rules; and

(7) enjoy any other rights prescribed in these Bylaws.

Article 18 A Member has the obligation to:

(1) abide by the applicable PRC laws, regulations, ministry-level rules, and policies;

(2) abide by these Bylaws and the Rules and decisions of the Exchange;

(3) pay such fees and charges as required;

(4) attend the members meetings and carry out the resolutions of the General Assembly and the Board of Governors;

(5) accept the supervision of the Exchange; and

(6) perform any other obligations prescribed in these Bylaws.

Article 19 A Member shall pay RMB 400,000 to the Exchange and acquire at least one (1) trading seat upon obtaining its Membership.

A Member may acquire additional trading seats for its businesses in accordance with the rules and procedures prescribed by the Exchange.

Article 20 Membership may only be transferred in accordance with the conditions and procedures prescribed by the Exchange, with the transferee satisfying Article 15 of these Bylaws. The transferee may only proceed with the transfer process after submitting a Membership application and the related documents and materials to the Exchange and obtaining the approval of the Board of Governors of the Exchange.

Article 21 Any Member whose Membership is cancelled or relinquished shall complete the corresponding procedures as required.

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, shall satisfy Article 15 of these Bylaws and may only succeed to the Membership after an application for this matter is submitted to the Exchange and approved by the Board of Governors of the Exchange.

The legal entity surviving from a merger or acquisition of a Member or consolidation involving a Member has priority in succeeding to the Member’s Membership.

Article 23 The Exchange shall report any cancellation or change of Membership to the CSRC.

Article 24 The Exchange shall develop Membership rules in accordance with these Bylaws to exercise market self-regulation over Members.

Article 25 The Exchange may admit Special Members as necessary for trading, clearing, delivery, and other purposes. The types, qualification requirements, and rights and obligations of Special Members are as prescribed in the relevant rules and regulations of the Exchange.

Chapter 3 General Assembly

Article 26 The Exchange establishes a General Assembly composed of all Members of the Exchange.

The General Assembly exercises the following powers:

(1) to review and approve the Bylaws, the Trading Rules of Zhengzhou Commodity Exchange (“Trading Rules”), and their draft amendments;

(2) to elect and replace Member Governors;

(3) to review and approve the work reports of the Board of Governors and the President;

(4) to review and approve the budget plan and final accounts report of the Exchange;

(5) to review the use of the Risk Reserve of the Exchange;

(6) to order the increase or decrease of the registered capital of the Exchange;

(7) to decide on matters relating to the merger, division, change of organizational form, dissolution, and liquidation of the Exchange; and

(8) to decide on other significant matters submitted by the Board of Governors.

Article 27 Meetings of the General Assembly (“members meetings”) are classified into annual members meetings and special members meetings and are called by the Board of Governors.

A special members meeting shall be held within two (2) months of any of the following events:

(1) the number of Member Governors has fallen below two-thirds (2/3) of the number prescribed in these Bylaws;

(2) at least one-third (1/3) of the Membership has called for such a meeting;

(3) such a meeting is deemed necessary by the Board of Governors; or

A members meeting may be held in person or through such means of telecommunications as video conferencing, fax, and email. A Member attending a members meeting through any of the foregoing methods is deemed to be present at the meeting.

An in-person members meeting shall be held at each replacement of the Board of Governors.

Article 28 A members meeting shall be presided over by the Chairman of the Board of Governors or, if he is unable to do so under special circumstances, by such Vice Chairman or another Governor as chosen by the Chairman. For each members meeting, the Members shall be notified of the agenda items of the meeting no later than ten (10) days before the meeting is held. A members meeting shall not resolve any matter not stated in the notice.

Article 29 A quorum of a members meeting shall consist of no less than two-thirds (2/3) of the Membership. Each Member is entitled to one (1) vote.

Any resolution of a members meeting on the merger, division, change of organizational form, dissolution, or liquidation of the Exchange or on an increase or decrease of the registered capital of the Exchange requires the affirmative vote of no less than two-thirds (2/3) of the Membership; any other resolution of a members meeting requires the affirmative vote of no less than one-half (1/2) of the Membership.

Article 30 A Member attending a members meeting shall be represented by its legal representative at the meeting or, if the legal representative is unable to do so, by a proxy chosen by the Member, provided the proxy shall submit to the Exchange the power of attorney issued by the Member and exercise the voting right within the scope of authority granted.

A members meeting may resolve matters through such means of telecommunications as fax and email. Its resolution shall be affixed with the company seals of all Members.

Article 31 Each members meeting, except those held through means of telecommunications, shall keep minutes on the matters resolved at the meeting, which shall be signed by all attending Governors.

The Exchange shall file all documents of a members meeting with the CSRC within ten (10) days of the conclusion of the meeting.

Chapter 4 Board of Governors

Article 32 The Exchange sets up a Board of Governors, each of which serves a term of three (3) years.

The Board of Governors exercises the following powers:

(1) to call and report its work at a members meeting;

(2) to draft the Bylaws, Trading Rules, and their draft amendments and submit them to the General Assembly for approval;

(3) to review the budget plans and final accounts reports prepared by the President and submit them to the General Assembly for approval;

(4) to review the plans for the merger, division, change of organizational form, capital increase or decrease, dissolution, or liquidation of the Exchange and submit them to the General Assembly for approval;

(5) to decide the creation and composition of special committees and the strategic advisory committee;

(6) to decide the admission and withdrawal of Members and of overseas traders and overseas brokers who may directly trade at the Exchange;

(7) to decide the disciplinary sanctions to be imposed for a violation;

(8) to decide the change of name, domicile, or business premises of the Exchange;

(9) to review and approve the detailed implementing rules and measures of the Exchange made in accordance with these Bylaws and the Trading Rules;

(10) to review and approve the usage plans for the Risk Reserve and the Special Risk Allowance;

(11) to review and approve the development plans and annual work plans of the Exchange proposed by the President;

(12) to review and approve the external investment plans of the Exchange;

(13) to decide the appointment and change of the accounting firm of the Exchange;

(14) to decide the form of a members meeting; and

(15) to exercise any other powers provided by laws, regulations, ministry-level rules, these Bylaws, and the General Assembly.

Article 33 The Board of Governors consists of seventeen (17) Governors, composed of twelve (12) Member Governors and five (5) Non-Member Governors.

Each Member Governor shall be nominated by the Board of Governors or one-fifth (1/5) of the Membership and elected by the General Assembly. The legal representative of a Member Governor or another officer he designates shall represent the Member Governor at meetings of the Board of Governors.

Non-Member Governors are appointed by the CSRC. The President of the Exchange is an ex officio Governor.

Article 34 The Board of Governors has one (1) Chairman and one (1) or two (2) Vice Chairmen. The appointment and dismissal of the Chairman and Vice Chairmen is at the nomination of the CSRC and is subject to the approval of the Board of Governors. The Chairman shall not concurrently hold office as the President.

The Chairman shall have a term of office consistent with the rules of the CSRC.

Article 35 The Chairman of the Board of Governors exercises the following powers:

(1) to call for meetings of the Board of Governors, preside over members meetings and meetings of the Board of Governors, and oversee the day-to-day activities of the Board of Governors;

(2) to organize and coordinate the work of special committees and the strategic advisory committee;

(3) to supervise and examine the implementation of the resolutions of the Board of Governors;

(4) to nominate members of the special committees and the strategic advisory committee; and

(5) to exercise any other powers provided in these Bylaws or granted by the Board of Governors.

The Vice Chairmen shall assist the Chairman in his work. At any time the Chairman is unable to discharge his duties, the Vice Chairman or the Governor designated by the Chairman shall do so on his behalf.

Article 36 The financial accountability audit on an incumbent Chairman shall be conducted in accordance with the rules of the CSRC.

Article 37 The Board of Governors shall hold a meeting at least once every six (6) months, with notice given to all Governors no later than ten (10) days before the meeting is held.

A special Board of Governors meeting shall be held if:

(1) it is proposed by the CSRC;

(2) it is proposed by at least one-third (1/3) of the Governors; or

(3) it is otherwise required under these Bylaws.

The Board of Governors may determine other methods and lead time for the notification for a special Board of Governors meeting.

A Board of Governors meeting may be held in person or through such means of telecommunications as video conferencing, telephone, fax, and email. A Governor attending a Board of Governors meeting through any of the foregoing methods is deemed to be present at the meeting.

Article 38 A quorum of a Board of Governors meeting shall consist of no less than two-thirds (2/3) of all Governors. A resolution of the Board of Governors requires the affirmative vote of no less than one-half (1/2) of all Governors. A Board of Governors meeting may resolve matters through such means of telecommunications as fax and email. Its resolution shall be signed by all Governors.

The Board of Governors shall file the resolution and other relevant documents of a Board of Governors meeting with the CSRC within ten (10) days of the conclusion of the meeting.

Article 39 Governors shall attend Board of Governors meetings personally. Any Governor who is unable to attend a meeting shall request another Governor to attend the meeting on his behalf through a written power of attorney specifying the scope of authority.

A Member Governor shall promptly notify the Exchange if it changes its legal representative or if the officer the legal representative has assigned to serve as a Governor is no longer suitable to discharge the duties of a Governor. In such an event, the newly appointed legal representative or another designated officer shall attend the Board of Governors meetings. Where a Non-Member Governor resigns during its term of office, the resignation will be received by the Board of Governors and submitted to the CSRC for decision.

The Board of Governors shall prepare minutes on the matters resolved at each of its meetings, which shall be signed by all attending Governors and the preparer.

Article 40 The Board of Governors may set up special committees as necessary. The special committees are accountable to the Board of Governors and shall assist it in its work. The duties of each special committee are as prescribed by the Board of Governors.

The Board of Directors may set up a strategic advisory committee as necessary.

Article 41 The members of special committees and the strategic advisory committee are appointed by the Board of Governors, each of whom serves a term of three (3) years.

Article 42 Each special committee shall have one (1) director and several deputy directors. Both the director and the deputy directors shall be appointed by the Board of Governors.

The strategic advisory committee shall be composed of academics, researchers, and industry and subject experts.

The Board of Governors may, whenever it deems it necessary, invite the directors and deputy directors of special committees and the strategic advisory committee to participate in Board of Governors meetings as non-voting attendees.

Chapter 5 Officers

Article 43 The Exchange shall have one (1) President who shall oversee the day-to-day activities of the Exchange as well as several Vice Presidents who shall assist the President in his work. The President and Vice Presidents shall be appointed and dismissed by the CSRC.

The Exchange may appoint several officers with specialized skills to assist the President or Vice Presidents in their work.

The President shall have a term of office consistent with the rules of the CSRC.

Article 44 The President exercises the following powers:

(1) to organize the implementation of the policies and resolutions adopted by the General Assembly and the Board of Governors;

(2) to oversee the day-to-day activities of the Exchange;

(3) to draft the detailed implementing rules and measures of the Exchange in accordance with these Bylaws and the Trading Rules;

(4) to draft the usage plans for the Risk Reserve and the Special Risk Allowance;

(5) to draft and, upon approval, implement the development plans and annual work plans of the Exchange;

(6) to draft and, upon approval, implement the external investment plans of the Exchange;

(7) to draft the budget plan and final accounts report of the Exchange;

(8) to draft the plans for the merger, division, change of organizational form, dissolution, or liquidation of the Exchange;

(9) to draft the plan for the change of the name, domicile, or business premises of the Exchange;

(10) to decide the organizational structure of the Exchange and to hire and dismiss its employees;

(11) to decide the remuneration, incentives, and punishments of the employees of the Exchange; and

(12) to exercise any other powers provided in these Bylaws or granted by the Board of Governors.

At any time the President is unable to discharge his duties, the Vice President designated by the President shall do so on his behalf.

Article 45 The financial accountability audit on an incumbent President shall be conducted in accordance with the rules of the CSRC.

Chapter 6 Business Management

Article 46 The Exchange organizes futures trading in an open, fair, and impartial manner and in good faith.

Article 47 Futures trading shall be conducted in accordance with applicable rules on or through the Exchange.

The Exchange shall develop Rules and other provisions to expressly regulate trading, clearing, and delivery activities as well as penalties for conducts that violate those Rules, all of which shall be submitted to the CSRC for approval.

Article 48 The Exchange manages and controls the risks of futures trading through such measures as collection and adjustment of the margin requirement, the Risk Reserve, service fees, the trading code system, position limit, trading limit, management of hedging and arbitrage activities, large trader reporting, daily mark-to-market, price limits, information disclosure, forced liquidation, and risk warnings.

The Exchange implements investor suitability requirements for futures trading in accordance with relevant rules.

The Exchange may implement a market maker system as necessary.

Article 49 The Exchange may create an independent clearing organization which clears futures and options trades, in which case it shall exercise self-regulation of such services in accordance with the rules of the CSRC, these Bylaws, and the Rules of the Exchange.

Article 50 The Exchange registers standard warehouse receipts, standard transit warehouse receipts, and other certificates of commodity pick-up and title in accordance with relevant rules.

Chapter 7 Financial Management

Article 51 The Exchange is accounted as an independent entity, is solely responsible for its own profits and losses, and is managed in accordance with the financial systems of the PRC.

Article 52 The Exchange shall, in accordance with the regulations of the PRC and within four (4) months after the end of each year, submit to the CSRC its annual financial report for the preceding year audited by an accounting firm qualified to provide securities and futures accounting services.

Article 53 The Exchange shall establish financial management and internal audit systems in accordance with the regulations of the PRC.

Article 54 The Exchange has the right to collect from Members the service fees for trading, clearing, and delivery services; annual membership fees; and other fees and charges and adjust them as necessary.

Article 55 Subject to the approval of the Board of Governors, the realized after-tax net profit of the Exchange, obtained from the revenue remaining after paying for the various costs and expenses, may be converted into the Exchange’s surplus reserve in accordance with relevant financial rules for the purpose of offsetting potential losses in the subsequent years.

Article 56 The Exchange may provide incentives and supporting measures to market participants in accordance with its rules to address market needs and support the real economy.

Article 57 To ensure its normal functioning, the Exchange makes provisions for the Risk Reserve and may, when and as necessary, make provisions for the special-purpose Special Risk Allowance.

The Risk Reserve shall be managed and used in accordance with the regulations of the PRC.

Chapter 8 Self-Regulation and Dispute Resolution

Article 58 The Exchange has the right to take actions against the violations and defaults of futures market participants in accordance with these Bylaws and its Rules.

Article 59 In the event of a violation, the Exchange is entitled to impose or take the corresponding disciplinary sanctions, provisional actions, or other self-regulatory measures in accordance with its Rules in view of the circumstances and impact of the violation.

Article 60 In the event of a default, the Exchange is entitled to forcibly transfer the default penalty and liquidated damages from the account of the defaulting party in accordance with its Rules.

Article 61 No spouse or lineal relative of any staff member of the Exchange may engage in futures trading. Any spouse or lineal relative of a staff member that violates this Article is grounds for disciplinary sanctions against the staff member.

Article 62 The Exchange sets up a mediation body which helps mediate the disputes between Members, clients, Certified Warehouses, Futures Margin Depository Banks, and other relevant market participants that agree to use its mediation services.

Any dispute between the Exchange and a Member, if not resolved through mutual consultation, may be lawfully submitted to an arbitration institution located within the Chinese mainland or a people’s court, and shall be governed by the PRC laws.

Chapter 9 Ancillary Provisions

Article 63 The Exchange may develop relevant Rules in accordance with these Bylaws.

The “Rules” as referred to in these Bylaws includes the Trading Rules, its detailed implementing rules and measures, and other rules governing the activities at the Exchange.

Article 64 The terms “or more” and “not more than” as used in these Bylaws include the given number.

Article 65 The Board of Governors of the Exchange reserves the right to interpret these Bylaws.

Article 66 The making and amendment of these Bylaws is subject to the approval of the General Assembly and will take effect with the approval of the CSRC.

Article 67 These Bylaws take effect on September 26, 2025.

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