Articles of Shanghai Banking Association
Date:2012-06-29    Read:4307

 

Chapter I            General Provisions
 
Article 1 The Chinese name of this Association is 上海市银行同业公会 (hereinafter referred to as “公会”); and its English name is Shanghai Banking Association, shortened as SBA.
 
Article 2 SBA was established according to the essence of the “Administrative Regulation on Registration of Social Organizations” and the “Provisions of Shanghai Municipality on Promoting the Development of Industrial Associations”, and is a trans-department, trans-ownership and non-profit industrial social organization legal person that is formed by the banking financial institutions of Shanghai voluntarily and implements industrial services and self-disciplinary management.
 
Article 3 SBA’s tenet is as follows: to abide by the “Constitution of the People’s Republic of China”, the “Banking Supervision Law of the People’s Republic of China”, the “Law of the People’s Republic of China on the People’s Bank of China”, the “Law of the People’s Republic of China on Commercial Banks”, the “Working Guidelines for Banking Associations”, other relevant laws, regulations, rules and other regulatory documents as well as the economic and financial guidelines and policies, to intensify industrial self-discipline, maintain the interests of members, propel industrial coordination, promote information communication, guarantee the healthy development of Shanghai’s banking industry, cause the members’ common benefits to be realized, and play an active role in building Shanghai into an international financial center.
 
Article 4 SBA and all activities it holds shall comply with the principles of free will, equality and democratic concentration.
 
Article 5 SBA’s competent department in charge is Shanghai Banking Regulatory Bureau, and SBA’s registration administrative authority is Shanghai Municipal Administration for Social Organizations. SBA shall accept the work guidance, supervision and administration of both its competent department in charge and registration administrative authority.
 
Article 6 SBA shall, after joining China Banking Association in the identity of an organizational member, accept the work guidance and coordination of China Banking Association.
 
Article 7 SBA’s domicile and region of activities shall be: Shanghai.
 
Chapter II         Business Scope, Duties and Activity Principles
 
Article 8 SBA’s business scope shall be: industrial coordination, business discussions, training of staff, information communication, report of opinions and maintenance of members’ interests (if any administrative permission is involved, the business shall be carried out upon strength of the permit).
 
Article 9 SBA shall perform the duties in respect of industrial self-discipline, right maintenance, coordination and service.
 
Article 10 SBA shall perform the following industrial self-disciplinary duties:
(1)   to organize the members to conclude the self-disciplinary convention and the details for implementation thereof, establish the bylaws on inspection and disclosure of the implementation of the self-disciplinary convention, accept complaints of members and the general public, take self-disciplinary punishment and admonishment measures, urge the members to operate business according to laws and rules and jointly maintain a market environment for fair competitions;
(2)   to, according to these Articles of Association or the industrial rules and conventions, organize the formulation of industrial standards and business norms, propel and supervise the implementation by the members, and improve the industrial service level;
(3)   to establish and improve the banking honesty and credibility bylaws as well as the credit information system for banking institutions and professionals, strengthen honesty and credibility supervision, and assist in propelling the construction of the banking credit system;
(4)   to formulate ethics and criteria of conduct for professionals, conduct self-disciplinary management to banking professionals, organize banking professional qualification exams and relevant trainings, and enhance the calibers of the professionals;
(5)   to, according to relevant provisions, give a self-disciplinary penalty upon the member who has violated these Articles of Association, the self-disciplinary convention, the management bylaws, etc. and thus damaged the industrial interests, and to timely inform the competent department in charge;
(6)   to timely report the complaints on the banking financial institutions’ or professionals’ suspected violations of laws or rules and the found intra-industry suspected violations of laws or rules to the competent department in charge, and do a good job in investigating and settling the complaints forwarded by Shanghai Banking Regulatory Bureau.
 
Article 11 SBA shall perform the following duties of maintaining the industrial rights:
(1)   to organize the members to formulate the right maintenance convention, and to, by carrying out regional credit environmental assessment, publish the name list of the clients in breach, implement the measures of industrial joint sanction, etc., stop various tortious acts, and maintain the lawful rights and interests of the banking industry;
(2)   to participate in decision-making argumentations on banking reform and development as well as industrial rights and interests, which are organized by Shanghai Banking Regulatory Bureau and other departments, and to propose suggestions in respect of the policies, legislation and industrial planning, etc. of the banking industry;
(3)   to report to Shanghai Municipal Government, Shanghai Banking Regulatory Bureau and other departments the problems impeding the reform and development of the banking industry, set up the mechanism for communicating with relevant departments, and strive for the external environment favorable for the development of the banking industry;
(4)   to organize the members to make investigations on maintenance of industrial rights, timely make risk reminder to the members, and promote the members to strengthen maintenance of credit claims and management of risks.
 
Article 12 SBA shall perform the following coordination duties:
(1)   to accept the entrustment of the members, coordinate the relationships with Shanghai Municipal Government and the relevant departments, and assist Shanghai Banking Regulatory Bureau and other departments in effecting relevant policies and measures;
(2)   to coordinate the relationships between members, establish and improve a mechanism for mediation and settlement of intra-industry disputes, settle various contradictions and disputes impartially and reasonably, and create a good industrial environment;
(3)   to coordinate the relationships between the members and the general public, strengthen the communications between the members and the general public, and maintain the lawful rights and interests of the members and clients;
(4)   to strengthen the communications and contacts with news media, make the mechanism for dealing with emergency news, timely and effectively lead public opinions, and maintain the prestige of the banking industry.
 
Article 13 SBA shall perform the following industrial service duties:
(1)    to establish a mechanism for information communications between members, organize the communications and cooperation between members in respect of business, technology and information, etc., and provide members with information services;
(2)    to organize the communications and cooperation between domestic or overseas banking financial institutions and banking associations;
(3)    to strengthen the communications and coordination with the industrial associations of the securities industry and the insurance industry, etc.;
(4)    to exert the industry’s function of overall propaganda, coordinate and organize the members to jointly carry out the propaganda and consulting activities on new business and new policies, endeavor to disseminate financial knowledge, and improve the financial consciousness of the general public;
(5)    to organize business skill contests, promote the understanding and friendship between the members, and cultivate a healthy and upright industrial culture.
 
Article 14  SBA’s activity principles:
(1)   SBA shall, when carrying out an activity according to the ratified articles of association, abide by relevant laws, regulations, rules and policies, and obey the social morality and custom;
(2)   SBA shall, when carrying out an activity, be honest, credible, just and fair, and shall not practice frauds or damage the interests of the State, any other entity or individual;
(3)   SBA shall not engage in business activities in the name of SBA, or shall not, if carrying out activities in the name of the holding business entity, compete for benefits with the enterprises within the industry;
(4)   SBA shall, when carrying out an activity, comply with the principles of “democratic centralism” and “running the association independently”, do the work, recruit staff and raise funds independently.
 
Chapter III       Members
 
Article 15 SBA’s all members are entity members, including formal members and quasi-members.
 
Article 16  An entity applying for becoming a formal member of SBA must meet the following conditions:
(1)   being willing to join SBA;
(2)   acknowledging SBA’s articles of association, and being willing to enjoy the rights of SBA’s formal members and perform the obligations of SBA’s formal members;
(3)   being a banking financial institution which is established within the jurisdiction of Shanghai Municipality, and holds the “Financial Permit” issued by the banking regulatory authority  and the “Business License of the Enterprise Legal Person” or “Business License” issued by the administrative department for industry and commerce.
 
Article 17  An entity applying for becoming a quasi-member of SBA must meet the following conditions:
(1)   being willing to join SBA;
(2)   acknowledging SBA’s articles of association, and being willing to enjoy the rights of SBA’s quasi-member and perform the obligations of SBA’s quasi-members;
(3)   being a Chinese-funded or foreign-funded banking financial institution’s representative office in Shanghai, which holds the approval certificate issued by the banking regulatory authority and the “Registration Certificate of the Permanent Representative Office of the Enterprise of Foreign Country (Region)” or “Business License” issued by the administrative department for industry and commerce.
 
Article 18  The procedures for a member to join the Association are as follows:
(1) submitting a written application, with the written application materials including:
1.the application letter for joining the Association, setting forth the contents such as voluntary application for joining SBA, acknowledging SBA’s articles of association, as well as the name and legal domicile, etc. of the applying entity;
2.photocopies of the “Financial Permit” or approval certificate issued by the banking regulatory authority and the “Business License of the Enterprise Legal Person”, “Registration Certificate of the Permanent Representative Office of the Enterprise of Foreign Country (Region)” or “Business License” issued by the administrative department for industry and commerce;
3.the name of the legal representative (principal person in charge) or the general representative (chief representative) and his resume.
(2) being discussed and adopted by the Council.
(3) SBA serves written notice to the new member.
 
The name list of members, the increase, decrease and change of the members shall be reported to Shanghai Banking Regulatory Bureau and Shanghai Municipal Administration for Social Organizations for archival filing.
 
Article 19 SBA’s members may enjoy the following rights:
(1)   the right of deliberation;
(2)   the right to obtain SBA’s services in priority;
(3)   the right to attend SBA’s all activities;
(4)   the right to propose criticisms and suggestions on SBA’s work and the right to supervise thereon;
(5)   the right to require SBA to keep confidential for his commercial secrets;
(6)   the right to state to SBA the opinions and suggestions on the economic and financial work;
(7)   the right to withdraw from the Association freely;
(8)   other rights added upon resolution of the members’ assembly.
 
A formal member may enjoy the voting right, the right to election and the right to be elected in addition to the above mentioned rights.
 
Article 20 SBA’s members shall perform the following obligations:
(1)   to abide by SBA’s articles of association and all rules and bylaws made by SBA, and to implement all resolutions adopted by SBA;
(2)   to maintain SBA’s lawful rights and interests, and its prestige, as well;
(3)   to bear all tasks assigned by SBA or provide assistances in accomplishing such tasks;
(4)   to pay the membership fees according to the provisions and at the rates;
(5)   to make reports to SBA truthfully, accept SBA’s consulting and investigations, provide relevant materials reasonably required by SBA according to these Articles of Association or by the rules made according to these Articles of Association;
(6)   other obligations added upon resolution of the members’ assembly.
 
Article 21 If a member is impeded when exercising all rights under these Articles of Association, it shall have the right to report to SBA’s supervising entity.
 
Article 22 SBA shall uniformly work out a directory of members. When any particular filled in the directory of members is changed, the member entity must notify SBA within 15 days, so that the records may be modified accordingly.
 
Article 23 If any member fails to perform his obligation under these Articles of Association or violates the relevant criteria made by SBA according to these Articles of Association, and still fails to perform the obligation according to provisions after being persuaded, it shall be given one or more of the following sanctions, and SBA shall timely report the sanction to the competent department in charge for archival filing:
(1)   oral admonishment;
(2)   circularized criticism;
(3)   intra-industry condemnation;
(4)   temporary suspension of membership for 1 to 6 months;
(5)   cancellation of membership.
 
Except that the sanctions under the above Items (4) and (5) must be submitted to the members’ assembly for adoption upon resolution, the remaining sanctions shall all be directly made by the Council upon resolution. Any member who is given a sanction under Item (4) or (5) shall have the right to apply for hearing before the members’ assembly take a vote.
 
Article 24 If a member has any objection to the sanction given to it, it shall have the right to file a petition to the Council or the members’ assembly. The Council or the members’ assembly shall make a ruling on the petition, and the ruling made by the members’ assembly shall be final.
 
Article 25  If a member is in any of the following events, his membership shall be terminated:
(1)     If a member requests withdrawal from SBA, files a written statement to SBA and pays off all expenses payable, SBA shall send a notice, and his membership shall be terminated on the date when the notice is printed and released;
(2)     If a member’s “Financial Permit” or approval certificate issued by the banking regulatory authority or his “Business License of the Enterprise Legal Person”, “Registration Certificate of the Permanent Representative Office of the Enterprise of Foreign Country (Region)” or “Business License” issued by the administrative department for industry and commerce is revoked, withdrawn or nullified, his membership shall be automatically terminated as of the date when such permit, certificate or license is revoked, withdrawn or nullified;
(3)     If a member heavily violates these Articles of Association, and the members’ assembly makes a resolution to cancel his membership, his membership shall be terminated as of the date when the members’ assembly makes the resolution.
(4)     If, within one year, a member is unable to attend any activity organized by SBA or fails to pay the membership fees, it shall be deemed to withdraw from SBA automatically, and his membership shall be terminated automatically.
 
Chapter IV      Organizational Structure
 
Section 1 The Members’ Assembly
 
Article 26 The members’ assembly is SBA’s supreme authority, and is composed of all formal members and quasi-members.
 
If a member attends the members’ assembly, the representative it sends must be a formal employee of the member entity. Each formal member may appoint two representatives with one vote; and each quasi-member may appoint one representative to be present at the members’ assembly.
 
Article 27 The members’ assembly may exercise the following powers:
(1)   to make and amend SBA’s articles of association;
(2)   to elect and remove council entities;
(3)   to elect and remove supervising entities;
(4)   to vote on non-member directors;
(5)   to deliberate the Council’s work reports;
(6)   to deliberate the supervisors’ work reports;
(7)   to deliberate the SBA’s financial reports;
(8)   to determine SBA’s work tasks; 
(9)   to make the sanction decision on suspension or cancellation of membership;
(10)to decide to establish, liquidate or terminate SBA;
(11)to decide on the admission fee payable by the formal members and quasi-members and the annual fee rates of each year;
(12)to discuss about and decide on other major matters submitted by the Council.
 
Article 28 The members’ assembly shall convene a meeting every year. The members’ assembly shall have two sessions a year. In any of the following events, a temporary meeting of the members’ assembly may be convened:
(1) when it is proposed by the Council;
(2) when it is proposed by not less than one fourth of the formal members;
(3) when it is proposed by all supervising entities.
 
Article 29 The members’ assembly shall be presided over by the chairman or vice chairman. When both the chairman and the vice chairman are unable to attend the meeting due to some causes, the meeting shall be presided over by the director designated by the chairman.
 
Article 30 The members’ assembly shall not be convened unless there are two thirds or more of formal members present at the assembly.
 
The resolution made by the members’ assembly may not be adopted unless two thirds or more of formal members present at the meeting votes. The members’ assembly may make resolutions on the following major matters:
(1)   amending the articles of association ;
(2)   giving a sanction on the member;
(3)   liquidating or terminating SBA;
(4)   other major matters submitted by the Council.
 
The above matters must be reported to the competent department in charge for archival filing.
 
Article 31 SBA adopts the chairman responsibility system, and the chairman is SBA’s legal representative.
 
Section 2  Council
 
Article 32 The Council is the executive body of the members’ assembly, leads SBA to carry out daily work during the inter-session period of the members’ assembly, and is responsible to the members’ assembly.
 
Article 33 The Council is composed of member directors and non-member directors.
 
The member directors are 17 council entities, including 10 Chinese-funded council entities and 7 foreign-funded council entities. Shanghai Branch of Industrial and Commercial Bank of China, Shanghai Branch of Agricultural Bank of China, Shanghai Branch of Bank of China, Shanghai Branch of China Construction Bank and Shanghai Pudong Development Bank are permanent council entities, and other 12 council entities shall be elected by the members’ assembly by secret ballot in a sequence of the above prescribed number of votes of Chinese-funded and foreign-funded council entities.
 
The non-member directors shall be recommended by Shanghai Banking Regulatory Bureau and be adopted by the members’ assembly.
 
Article 34 The Council has one chairman entity, which shall in turn be Shanghai Branch of Bank of China, Shanghai Branch of Industrial and Commercial Bank of China, Shanghai Branch of China Construction Bank, Shanghai Branch of Agricultural Bank of China and Shanghai Pudong Development Bank.
 
The Council has two vice chairman entities, including a Chinese-funded one and a foreign-funded one. The Chinese-funded vice chairman entity shall be the next session of rotating chairman entity, while the foreign-funded vice chairman entity shall be elected by the Council among the foreign-funded council entities by secret ballot, with the foreign-funded entity getting the most votes to be elected as the chairman entity.
 
Article 35 The term of each session of Council shall be two years, and the period extended due to change of session shall not be more than one year.
 
Neither the chairman entity nor any vice chairman entity may hold its office consecutively, but the council entities may serve consecutive terms if so re-elected.
 
Article 36 The Council shall perform the following duties:
(1)   to convene the members’ assembly;
(2)   to implement resolutions of the members’ assembly;
(3)   to propose the draft on amending SBA’s articles of association, and to submit it to the members’ assembly for deliberation;
(4)   to report the Council’s work to the members’ assembly;
(5)   to report SBA’s financial conditions to the members’ assembly;
(6)   to elect and remove chairman and vice chairman;
(7)   to decide on the establishment, modification and revocation of SBA’s internal bodies, to decide on the employment and discharge of the principal persons in charge of SBA’s all internal bodies, and to decide on the employment and dismissal of SBA’s work advisors;
(8)   to make SBA’s internal management bylaws;
(9)   to decide to absorb new members and to give sanctions upon the members other than suspension and cancellation of membership;
(10)to propose suggestions on the admission fee payable by the formal members and quasi-members and the annual fee rates of each year;
(11)to decide on other major matters.
 
Article 37 The Council meetings include regular meetings and temporary meetings.
 
The regular meetings shall be held once every quarter.
 
No temporary meeting may be convened unless proposed by the chairman entity, any vice chairman entity or a half of the council entities.
 
Article 38 Except in a general form, a Council meeting may not be convened in a particular event unless upon the chairman’s consent and by way of communication, etc.
 
Article 39 If a council entity attends a Council meeting, its representative shall be the legal representative (principal person in charge) of the council entity. If the legal representative (principal person in charge) of the council entity is unable to be present at the Council meeting due to a cause, the council entity may separately appoint another person in charge to act as the representative. The representative shall attend the meeting by holding a written power of attorney, and exercise the voting right at the meeting on behalf of the council entity. If, due to the representative’s failure to exercise the voting right, the meeting is delayed, SBA will, as the case may be, give one or more sanctions upon the council entity according to Article 23 of these Articles of Association.
 
Article 40  When the representative of a council entity departs from his office within the term of office as SBA’s director, the council entity shall separately appoint a new legal representative (principal person in charge) as the representative, and inform SBA by letter.
 
Article 41  The Council meeting may not be held unless four fifths or more of the council entities take part. If the Council intends to make a resolution, it must be voted on by two thirds or more of the council entities for adoption.
 
Article 42 The Council shall have one chairman, who is the legal representative (principal person in charge) of the chairman entity. The chairman shall take charge of presiding over the Council’s work.
 
The Council shall have one full-time vice chairman, who shall be recommended by Shanghai Banking Regulatory Bureau or be recruited from the society, and must by voted on by the members’ assembly for adoption. The full-time vice chairman shall, under the leadership of the Council, be authorized and entrusted by the chairman to take charge of SBA’s major daily work.
 
The Council shall have two vice chairmen, who shall be legal representatives (principal persons in charge) of the vice chairman entities. The vice chairmen shall assist the chairman in carrying out the work.
 
When the chairman or either of the vice chairmen no longer acts as legal representative (principal person in charge) of the entity, he shall, within ten days as of his departure, give a written report to SBA on change of the position as a chairman or vice chairman.
 
Section 3 Supervisors
 
Article 43 SBA shall have two supervising entities, including one Chinese-funded supervising entity and a foreign one. The supervising entity shall perform its supervisory duties over SBA.
 
Article 44  The supervising entity shall be elected by the members’ assembly by secret ballot in a sequence of the number of votes of Chinese-funded and foreign-funded supervising entities as prescribed in Article 43 of these Articles of Association. The council entity shall not concurrently act as a supervising entity.
 
Article 45  The supervising entity’s term of office shall be the same as that of the Council. The supervising entity may serve consecutive terms if so re-elected.
 
Article 46 The supervising entity shall perform the following duties:
(1)   to supervise SBA’s financial budget and final accounting;
(2)   to supervise SBA’s all activities;
(3)   to supervise the members’ performance of their obligations;
(4)   to accept the member’s reports on the problems concerning exercise of rights;
(5)   to examine SBA’s accounting affairs;
(6)   to report work to the members’ assembly.
 
When an investigated party involves a supervising entity, the supervisor shall withdraw.
 
Article 47 The supervising entity’s representative shall be its legal representative (principal person in charge). When the supervising entity’s representative departs from his office within the term of office of SBA’s supervising entity, the supervising entity shall separately appoint a new legal representative (principal person in charge) as the representative, and inform SBA by letter.
 
Section 4 The Secretariat
 
Article 48 The secretariat is SBA’s daily working body, and shall assist the Council in dealing with SBA’s daily affairs. The secretariat shall staff proficient working personnel by causing the member entities to appoint persons or by recruitment form the society, and enable the staff to be young, vocational and professional step by step. The secretariat may establish several departments when required by its work.
 
The secretariat shall perform the following duties:
(1) organizing the implementation of SBA’s work plan;
(2) taking charge of SBA’s daily income, expenditure and accounting;
(3) working out SBA’s expense plan, financial budget and final accounting;
(4) assisting the Council in dealing with SBA’s other daily affairs.
 
Article 49 The secretariat shall have a full-time secretary general. The secretary general shall be recommended by the chairman entity, be adopted by the Council, and be employed by the Council after being examined by the competent department in charge. He may serve consecutive terms if so re-employed.
 
The secretariat shall have two full-time deputy secretary generals. The deputy secretary generals shall be recommended by Shanghai Banking Regulatory Bureau or the vice chairman entities or be recruited from the society, be adopted by the Council, and be employed by the Council after being examined by the competent department in charge. They may serve consecutive terms if so re-employed.
 
The secretary general shall preside over the secretariat’s daily work, and the deputy secretary general shall assist the secretary general’s work. The secretary general shall take charge of employing and dismissing the secretariat’s working personnel.
 
Article 50 The secretary general and the deputy secretary generals shall meet the following conditions:
(1)   meeting the conditions of the administrative department of civil affairs on holding positions of organizations’ principal persons in charge;
(2)   having great influence or high prestige in Shanghai’s banking sector;
(3)   having been engaged in financial work for six years or longer in other economic work for nine years or longer, and having ever acted as a leader in a financial institution;
(4)   being devoted to SBA’s work;
(5)   being aged at 65 or below in general;
(6)   other conditions required by the Council. 
 
Section 5  Special Committees and Advisor
 
Article 51  SBA shall, when required by development, form several special committees. Each special committee is SBA’s internal body, shall implement these Articles of Association, and be led by SBA’s Council. The name shall be unified as: ×× Special Committee.
 
Article 52 Each special committee shall have one director general entity, several deputy director general entities and several member entities. The director general and deputy director general entities shall be recommended by the special committees and subject to the adoption of the Council.
 
Article 53 Each special committee may, when so required, set up several work teams. Each work team shall independently carry out its work under the leadership of the special committee. When so required, a work team may also be established separately.
 
Article 54 Each special committee shall earnestly play its role in respect of making relevant business norms and conventions, information communication, business coordination, making surveys, organizing trainings and maintaining members’ interests, etc. Each special committee’s annual work plan and financial budget shall be reported to the Council for adoption before implementation.
 
Article 55 The Council may, when required by its work, retain relevant entities or individuals as SBA’s work advisors to assist SBA in carrying out the work.
 
Chapter V         Management and Use of Assets
 
Article 56 SBA’s funds are sourced from:
(1)   membership fees, including admission fee and annual fee, with the admission fee to be paid in a lump sum when the formal member or quasi-member joins the Association and the annual fee to be paid on a yearly basis;
(2)   the income obtained from providing services or undertaking relevant entity’s entrusted matters within SBA’s ratified scope of duties;
(3)   donations and fund supports;
(4)   interest income;
(5)   other lawful income.
 
Article 57 SBA’s funds shall, within the scope of duties prescribed in these Articles of Association, be used for development of SBA’s undertaking, and shall not be distributed among members. SBA’s funds shall be used for the following expenditures:
(1)   SBA’s necessary fixed assets and management expenditures;
(2)   expenditures for various services and activities held by SBA;
(3)   expenditures for salaries, etc. of the staff of SBA’s secretariat;
(4)   the expenditures for SBA’s work advisors;
(5)   other relevant expenditures relevant to SBA’s activities.
 
Article 58  SBA shall establish strict accounting management bylaws, and guarantee the accounting information to be lawful, authentic, accurate and entire.
 
Article 59  SBA shall staff accountants having professional eligibilities. No accountant may concurrently serve as a cashier. When an accountant’s work post is changed or when he departs from his office, he must fulfill the handover procedures.
 
Article 60 SBA’s asset management shall be governed by the accounting management bylaws prescribed by the State, and be subject to the supervision of the members’ assembly.
 
Article 61 SBA’s change of session, replacement of legal representative and liquidation, etc. shall be subject to financial audit, and the results shall be submitted to the competent department in charge and the registration administrative authority.
 
Article 62 SBA’s lawful properties shall be protected by the laws of the State, and no organization or individual may occupy, distribute or misappropriate them.
 
Chapter VI      Amendment of the Articles of Association
 
Article 63 The amendment to these Articles of Association must be, after being voted on and adopted by the Council, be reported to the members’ assembly for deliberation.
 
Article 64 The articles of association amended by SBA must, within 15 days after being adopted by the members’ assembly, and within 30 days as of the date when they are examined and consented to by the competent department in charge, be reported to the registration administrative authority for ratification before becoming effective.
 
Chapter VII    Procedures of Termination and Settlement of Properties after Termination
 
Article 65 When SBA is dissolved automatically, the Council shall propose the motion for termination, which shall be voted on and adopted by the members’ assembly, and be reported to the competent department in charge for examination and consent.
 
Article 66 SBA must, before being nullified, form a liquidation work team under the guidance of the competent department in charge, clean up the credit claims and debts, and deal with the subsequent matters. It shall not hold any activity other than liquidation during the liquidation period.
 
Article 67  SBA shall be terminated after the registration administrative authority has made registration of its nullification.
 
Article 68  The properties remained after the termination of SBA shall, under the supervision of Shanghai Banking Regulatory Bureau and Shanghai Municipal Administration for Social Organizations, be used for development of the undertakings relevant to SBA’s tenet according to relevant provisions of the State.
 
Chapter VIII            Supplementary Provisions
 
Article 69 These Articles of Association shall be deliberated, voted on and adopted by SBA’s the members’ assembly on April 29, 2009.
 
Article 70  The words “or more” and “or above” as mentioned in these Articles of Association shall include the figure given before such word.
 
Article 71 The responsibility to interpret these Articles of Association shall rest with SBA’s Council. The matters not covered by these Articles of Association and SBA’s specific bylaws shall be made separately by SBA’s Council.
 
Article 72 These Articles of Association shall become effective as of the date when they are examined and consented to by the competent department in charge and are ratified by the registration administrative authority.