DISCLAIMER: This English translation is being provided for informational purposes only and represents a desire by NCCE to promote better understanding of the NCCE by non-resident participants. While care has been taken to ensure that the translation is accurate and complete, NCCE accepts no liability or responsibility for any loss or damages, including trading losses, that may be incurred from any inaccuracy or omission in the English translation. In the event of discrepancies between the English version and the original Chinese version, the Chinese version shall prevail. Any dispute that may arise within or without a court of law with regard to the meaning of the words, provisions and stipulations of the rules, regulations and agreements shall be resolved in accordance with the Chinese texts. 中文版 Chapter 1 General Provisions Article 1. Subject to the Trading Rules of Nanning (China-ASEAN) Commodity Exchange (NCCE), the United Nations Convention on Contracts for the International Sale of Goods (CISG), the Uniform Customs and Practice for Commercial (UCP), the Rules of Inspection & Quarantine of Countries, the Policies of Free Trade Zone of China and the Most Favored Policies of ASEAN Countries. The detailed trading rules are enacted herein for the purpose of regulating spot list trading activities, protecting lawful rights and interests of Spot market participants, and ensuring proper Spot list trading operation on Nanning (China-ASEAN) Commodity Exchange (the “Exchange”). Article 2. The principal business of Nanning(China-ASEAN) Commodity Exchange (the “Exchange”) is to organize trading of Spot list authorized by the traders in accordance with the principles of openness, fairness, equity and integrity. All traders conduct transactions on NCCE which shall be followed the Management of Membership of the Exchange, and take all responsibilities of risks and interests during transaction. Article 3. The Rules is applicable to all business activities conducted on the Exchange. The Traders, Exchange members, investors, Designated Delivery Warehouses, Designated Settlement Banks, Quality Inspection Institutions and employers of the above-said organizations must comply with the Trading Rules. Article 4. All respects of Trading Activities on NCCE as followed: Clearing, Delivery, Members, Designated Delivery Warehouses and Quality Inspection Institutions shall be responsible for its documentary Truth, Legitimacy and Integrity. Chapter 2 Terms and Definition Article 5 Traders shall conduct the transactions within the business scope of Spot List trading and release supply or demand information through NCCE platform. The main factors of list trading in the contract shall be included the following items: Description of product, Sales and Purchase, Brand, Grade, Specification, Origin, Producer, Delivery Location and Delivery Time. Bothe parties shall implement the spot delivery in accordance with the rules of exchange, major factors of Listing trade and E-contracts. The major factors of list trading will be deemed to be the contract for the traders. Traders will be considered accepting and signing up the contract upon determining to choose the terms of Listing trade. Traders conduct their business behaviors on NCCE platform according to the civil law of the People’s Republic ofChinaand it remains legal force to all parties. The contract signed by both traders shall be un-irreversible underlying NCCE’s rules. The term “Trader” means that the trading member shall be the Trading Sponsor of enterprises and institutions with the registration under the civil law of the People’s Republic ofChinaand qualification of NCCE. Article 6. The term of Listed Trader means that the trader released main factors of Spot trading contract on the NCCE platform. Article 7. The term of Delist Trader means that the trader of NCCE accepted the contracts which released by the Listed traders by the trading system. Article 8. The term of Delivery Commodity means that NCCE promoted relevant products in accordance with the market demand. Article 9. The term of Trade Margin means that the traders shall pay deposit for the performance of contracts according to the Rules of NCCE. The ratio of Margin shall be specified by NCCE. Article 10. The Smallest Unit means the Delisted Traders accepted the minimum quantities from Listed Traders according to the Rules of NCCE. Article 11. The term of the Delivery Day means that both traders shall perform the contracts in the period of contract signing. The trading hour of commodity shall be specified comply with the Rules of NCCE. Article 12. The term of the Listing Valid Date means that Listed Traders released the contract factors of commodity in valid trading date according to the Rules of NCCE. The Listed Trader has the authority to determine the expiry date of transaction and modify the price of un-delivery trades. The longest limit time of list trading stipulated by NCCE. Article 13. The term “Entrust Delivery” means NCCE shall be the agent of both traders to supply trade services after contract signed. Article 14. The term of Negotiable Delivery means that traders implement the behaviors of delivery through negotiations after signing contracts. Article 15. The term of Warrant Register means deposits from the designated warehouse approved and registered by NCCE, which ban be used for trading and delivery. Article 16. The term of Delivery Notice means NCCE issued the Certificate of Delivery to traders. Chapter 3 Trading Article 17. The days the Exchange shall be open for business are every Monday through Friday 09:30-11:30 A.M and 01:30-03:00 P.M (with exceptions of national holidays). Article 18. NCCE has authority to adjust trading hours or suspend the transaction upon disclosure to public. Article 19. All trading commodities shall be registered on the Exchange system and disclosed to public. Traders can select commodities from the listing trades, but also submit application for new products on NCCE platform for trade. Article 20. The term of Quotation means the delivery price shall be implemented according to the designated points of contracts which quotation based in RMB or USD. Article 21. Procedure of List Trading: 1. Entering Market. Traders shall sign the trading contracts with NCCE to access Trading Account, password before entering market. The official trading Email and other trading data authorized by NCCE shall be the only trading channel for transaction certificate. The alternation of trading email shall be notified the Exchange in writing. 2. Input Funds means that traders transfer capitals into bank account which designated by NCCE for deposit, management. The Exchange shall collaborate with the designated bank to open the virtual second-level account based on the relevant rules of Bank. The traders implement the trading behaviors under the virtual second-level account with sufficient amount in accordance with the Rules and Contracts of NCCE. 3. Listing means that the Listed Trader shall declare accurately trading items according to the selection of commodities and requirements of exchange systems. Descriptions as follow: Commodity Name, Brand, Grade, Specification, Origin, Producer, Delivery Point, Delivery Hour. The methods of List Trading are as below: (1) List Trader’s Margin means the sellers paid margin for transaction and disclosed the contract factors through NCCE platform to buyers. Seller shall transport cargoes within the Delivery period to the Designated Point and Warehouse after signing contract. The Listed Traders shall be approved to conduct the transaction after providing the Inventory Certificate. (2) Warrant List means that the Seller release the contract factors to buyers through NCCE platform and Warrant Register to offset margin. (3) Delist Trader means that the buyer accepted the contract factors of selling by the Exchange system and cleared all payment or margin. All payments shall be paid by Buyers during the period of contract so as to complete delivery. 4. Delist means that the Delist Traders choose the proper contract comply with its demands and the Exchange system. Delist Trader confirm and input the Delisting Order on the system which will be deem to complete signing contract. 5. Negotiable Prices means the Delist Traders and List Traders reached an E-agreement on Commodity Price, Quantity and contract factors basis in the negotiation of trading price. 6. Transaction means that both Traders made an E-agreement on the Exchange while all contract factors are acceptable to Traders. 7. Validity of List Trading means that the validity of contract which signed by both traders. The longest limit time shall not be exceeded the valid date of trading according to the Rules of NCCE. Trading contract shall be deemed to fail as the contract unreachable to both traders during the valid date. Chapter 4 Clearing Article 22. Clearing means that the Exchange shall conduct the business behaviors of capital calculation and payment according to the Rules of Margin and payment on the Exchange. Article 23. Trading Margin rules shall be accepted by both Traders on the List Trading system of the Exchange. Traders shall pay the Margin according to the following rules of NCCE: 1. Seller obtained the method of Trading Margin who shall pay a ratio of amount comply with the amount volume of contract. 2. Seller obtained the method of Warrant trading who shall pay full amount of warrant corresponding the contract. 3. Buyer shall pay a ratio of amount of the contract as Margin. NCCE has authority to adjust the trading amount from time to time in accordance with trading circumstance and disclose on the Exchange platform. Article 24. Trading and Transaction fee shall be charged by NCCE according to the Rules of the Exchange after delivery. The standard of trading and transaction fees will be implemented comply with the Regulations of the Exchange. Article 25. The Clearing bank shall be made settlement for both traders according to the NCCE data basis within after the transaction period. Article 26. Traders shall inquire the clearing data through the Exchange system. Whereas, traders raised an objection on the Clearing data who shall submit an application of review to NCCE after the Clearing bank complete all settlements within three days. Traders shall not raise any objections on the clearing data during the period of Transaction which will be deem to be correct and acceptable. Chapter 5 Delivery and Designated Warehouse Article 27. Delivery means that Traders conduct the procedure of transaction and payment on the subjective matters according to the Rules and e-agreements. Article 28. Delivery Warehouse means that the warehouse designated or approved by NCCE, or negotiated by both Traders to rent or utilize the third party’s warehouse and delivery points. Article 29. The warehouse of delivery shall be managed by the staffs of it in accordance with its sound Regulations and logistic facilities. Article 30. The Warehouse shall positively cooperate with NCCE to promote its services and provide truthful, effective deposit certificates and convenient logistic service according to the Rules of warehouse, standards of inspection, quality and safety. Article 31. Trading obligations shall be taken by both Traders comply with the e-contracts. Article 32. Delivery Procedure: 1. All payments shall be paid into the Clearing Account by Buyers before Delivery Date. 2. Seller shall prepare products for buyer according the rules of the contract before Delivery Date and place products into the designated warehouse and submit the Deposit Certificate to NCCE who entrust it. 3. The Buyer shall complete the delivery and procedures, inspect quantity and quality at the Designated Point upon receiving the delivery notification within the Delivery Date of contract, thereafter, the Buyer shall notify NCCE on the delivery situation. Buyer shall be deemed to accept the delivery goods due to expiry of delivery or any objections on the delivery. 4. NCCE shall transfer all payments to the Seller’s Trading Account as Buyer without any objections on the goods. 5. Both traders perform the contract by negotiation, NCCE shall unblock their Trade Margin according to the conclusion of delivery. Article 33. Quality Inspection: The Buyer shall notify NCCE in writing within three working days which start from the Delivery Date due to any objection raised by the Buyer. NCCE shall notify both Traders to resolve the delivery issues through negotiation. It will be deemed to accept the delivery condition without any objection. NCCE shall entrust the internationally-recognized institution to inspect the quality of delivery goods due to the failure of negotiation between Traders. NCCE shall decide the quality of delivery goods according to the final evidence which made by the institution. The inspection charges shall be paid by the Buyer and the delivery goods shall be accepted by it as well as the inspecting conclusion satisfy the contract standard of List Trading. It will be deemed to be violation due to the failure of quality inspection and un-conformed with the e-contract standards, all inspect charges shall be paid by the Seller, thereof, it shall take financial responsibilities as well. Article 34. The over and short landed range shall be allowed between the actual quantity and contract quantity when Seller complete the delivery. The payment shall be cleared according to the actual quantity due to the over and short situation exist in the trading. Article 35. The Buyer shall notify NCCE in written without any objections on delivery. NCCE will transfer all payments to Seller as a result of the failed objection and notification in written during the period of delivery. Chapter 6 Dealing with Violation and Resolution Article 36. It will be deemed to be violation as bellow: 1. Seller failed to conduct the delivery comply with rules, time, variety, quantity and quality of contract upon the transaction. 2. Buyer failed to implement full payment in time according to the rules of contract after delivery. 3. It will be deemed to violate the Rules of Exchange in malicious collusion, orchestrated deals, interference and destroy trading order and equipment. 4. Other violation behaviors identified by NCCE according to the Exchange Rules. Article 37. Dealing with Violation: 1. The Seller shall take full measurements to implement the contract otherwise the Seller shall pay 20% liquidated damaged of payment to Buyer according to the Article 1 of the Rules 37. The contract will be terminated automatically due to the Seller failed to perform contract within three working days after violation. 2. The Buyer shall take full measurements to implement the contract otherwise the Buyer shall pay 20% liquidated damaged of payment to Seller according to the Article 2 of the Rules 37. The contract will be terminated automatically due to the Buyer failed to perform contract within three working days after violation. 3. NCCE shall transfer a ratio of liquidated damaged from breaching party to observant party in accordance with the actual trading situation and the Article 3 of Rule 37. 1. Trading disputes occurred among the Trader, Delivery Warehouse, Bank, Insurance Company and Logistic Company, Inspection Institution, all trading parties and NCCE during List trading of the cross-border trade. All trading parties shall resolve disputes by negotiations or submit conciliation to NCCE due to the failure of performance e-contract, agreement of entering market and other relevant trading situations. Due to the failure of negotiation and conciliation, traders shall submit the disputes to the Nanning Arbitration Committee. The numbers of committee shall be ( ). The final judgment made by the arbitration has the force of law. The arbitration language is Chinese. Chapter 7 Information Management Article 39. Trading data, market data and the rights of analysis and utilization taken place among the Trader, Delivery Warehouse, Bank, Insurance Company and Logistic Company, Entrust Inspection Institution, Trading Parties and NCCE on the cross-border trading which reserved by NCCE. Any institutions and individual unauthorized use and spread the information of NCCE without permission is prohibited. Article 40. Trading data, market data and the rights of analysis and utilization and trading documents in written which taken place among the Trader, Delivery Warehouse, Bank, Insurance Company and Logistic Company, Entrust Inspection Institution, Trading Parties and NCCE on the cross-border trading has the force of law. All trading parties failed to achieve agreement or resolve disputes during the delivery, the data is subjected to the one reserved in NCCE system. Article 41. All trading data and information of the trading parties protected by the Chinese law. Illegal invasion to NCCE and traders’ computer system by individual or organization is prohibited. Utilizing the system bug to snoop, steal, copy and spread other traders’ transaction data and information is forbidden. NCCE conduct supervision and management duty and cooperate with relevant governments or judicial department to extract and provide transaction data excluding. Chapter 8 Supervision and Management Article 42. NCCE conduct the supervision and management in the activities of the List Trading on the cross-border trade according to the Rules of Exchange. The contents of supervision and management as follow: 1. To inspect, supervise the implement situation of market policies, regulation, laws and exchange rules. 2. To oversight the business behaviors of traders whether implement according to the Rule of the Exchange. 3. To investigate the trader’s credit status. 4. To conciliate and handle a variety of disputes in the trading, and investigate all kinds of breaches. 5. To assist the Judicial Authorities, Administrative Law Enforcement Organs to performance the official business. 6. Other enforcement of supervision rights shall be taken necessarily by NCCE. Listing traders and business participants shall positively assist NCCE to perform its duty on supervision and management. Article 43. The List traders and business participants keep the rights to reflect and complain the relevant issues during the trading affairs to NCCE. An investigation committee shall be forged by Traders, staffs of NCCE and other specialists comply with the decision of NCCE against the major issues of trading. The investigation committee has authority to implement the supervision and management rights according to the Rules of NCCE. The avoidance system of the stakeholders shall be taken by the investigation committee. Article 44. NCCE has authority to establish and improve the frame work of dealing with trading violation behaviors and traders on Delivery according to the “Violation Treatment Regulations”. Chapter 9 Trading Risks Article 45. The delivery situation effected by the relevant policies of traders’ country, social environment, weather etc., furthermore, all traders shall acknowledge sufficiently the fluctuation of price, current exchange and logistic in the market which occur the additional risks of cost, damage, losses and others. Traders shall take their own obligations on performance contract and trading risks during the List trading activities. Article 46. Traders shall take the responsibilities on their own business due to the weak signal of internet, the network lag, mobile terminal devices or channel congestion affect the conduction of trading and raise loses as the trading implement at different places. Chapter 10 Dealing with Abnormalities\ Article 47. NCCE reserves the right to pause, postpone, terminate, declaring the trade invalid and re-opening the trade and any loss in the process will be covered by the traders in the following circumstances: 1. NCCE discovers market manipulation in the trade; 2. NCCE discovers abnormal fluctuation in prices; 3. Any unpredictable or uncontrollable malfunctioning of the system, equipment, telecommunication or electricity occurs; 4. Force majeure such as earth quack, typhoon, floods, fire and war, etc., happens; 5. Relative departments of the trader’s country (region) demand the termination of the trade; 6. Other circumstances in which NCCE determines taking measure is necessary. Chapter 11 Supplementary Provisions Article 48. E-agreement reached by both traders on List trading of cross-border trading shall be the basis in contract, and traders shall performance their obligations according to the Rules of Exchange and Delivery. Warrant, Delivery Notification, Agreement of Entering Market and the Rules of Exchange shall be the effective part of this contract and have the equal effect. Uncertainly stipulated articles of the E-contract shall be conducted comply with the following rules: The Rules of the Exchange, Designated Warrant, Delivery Notification, Agreement of Entering Market and the United Nations Convention on Contracts for the International Sale of Goods (CISG), the Uniform Customs and Practice for Commercial (UCP), the Regulations and Laws of the People’s Republic of China, the Rules and Laws of the Trader’s country. Article 49. NCCE has authority to formulate and supplement relevant detailed delivery rules for the List trading of cross-border trade due to the violation of entering market, trade margin, trader management and clearing, delivery in which exclude the Rule of Exchange. Article 50. The interpretative right of the Trading Rules belongs to Nanning(China-ASEAN) Commodity Exchange. Article 51. The List Trading Rules shall be effective as date of implement. Nanning(China-ASEAN) Commodity Exchange NCCE
|
