11 December 2017
ASIA SECURITIES INDUSTRY AND FINANCIAL MARKETSASSOCIATION LIMITED
BY-LAWS
1.
1.1

MISSION

Goals. The goals of the Asia Securities Industry and Financial
Markets Association ("ASIFMA" or "Association") are:(i)to build consensus within the Asian securities and financial
markets industry on issues material to the industry with a focus inparticular on the growth and development of local and regional
capital markets in Asia;(ii)

to mount reasonable and focused efforts to give effect to these
positions by lobbying the appropriate domestic orinternational governmental, regulatory, legislative or otherbodies in Asia; and(iii)

to inform and educate the Asia securities and financial
markets industry and related constituencies.
2.

METHOD OF OPERATION

2.1

Meet with Regulators, etc. It is anticipated that members of
ASIFMA and appropriate committees will meet with regulators andother relevant parties on a regular basis to develop a constructive
dialogue that serves to improve industry appreciation for, and influenceon, the development of legal, accounting, regulatory, capital and otherrelated issues.

2.2

Inform members. ASIFMA will regularly keep members
informed of important ongoing issues and developments.

2.3

Education programs. ASIFMA will sponsor high level education
programs that will be focused on serving participants in the Asian
securities and financial markets.

2.4

Co-ordinate with other associations and forums. It is expected thatASIFMA and its divisions and forums will co-ordinate their activities,
where appropriate, with other relevant local, regional and international
industry advocacy groups and associations in order to act as aconstructive force in the development of the region's securities andfinancial markets.

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3.

BOARD OF DIRECTORS

3.1

Final authority. The governing body, in whom all final authority
shall reside for ASIFMA, subject to the Articles of Association andthese By- Laws, will be the Board of Directors.

3.2

Conduct of business and delegation. The Board of Directors shallconduct its own business when in session, and may delegate its authority
when not in session to the Executive Committee. Meetings may be
conducted by the circulation of written materials or by teleconference, or by
any other means as determined by the Chairman or Chairmen.

3.3

Number of members of Board of Directors. The Board of Directors
may from time to time decide by majority vote the maximum number ofmembers of the Board of Directors.

3.4

Board of Directors composition. The following will be the composition of
the Board.
(i)
ASIFMA full members of Categories A to D are entitled to appoint a
member to the Board of Directors;(ii) The Chairman/Chairmen and the Vice Chairman/Chairmen of theASIFMA Asset Management Group are entitled to appoint a member tothe Board of Directors;(iii) Four (4) to six (6) members shall be representative of ASIFMA full
members of the E/F/G/H/I Categories as put forward by the Nominating
Committee and approved by the Board of Directors;(iv) One (1) Director shall be representative of full members of the rating
agencies, service providers and infrastructure providers combined as put
forward by the Nominating Committee and approved by the Board of
Directors;(v) Subject to Section 6.6, the Managing Director; and(vi) Subject to Section 3.11, SIFMA shall be entitled to appoint a maximumof two (2) representatives.

3.5

Nomination of members of Board of Directors. Subject to Section 3.4(iii) and (iv), the Nominating Committee will review potential nominees formembership on the Board of Directors put forward by ASIFMA full
members to the Nominating Committee, and put forward approved nominees
to the Board of Directors. The Board of Directors will vote on whether toaccept each nominee to the Board of Directors.

3.6

Term. The term of each member of the Board of Directors shall be 2 years,
subject to the following:(i)the term of a member of the Board of Directors elected or appointed as
an officer must automatically be extended to coincide with his term insuch office; and(ii)

the term of a member of the Board of Directors shall end on the datehis successor (if any) is elected and appointed as a Director, which is
expected to be on or about 1 December of the year in which such termis scheduled to expire.
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The term of office of a member of the Board of Directors may be renewed
after the expiry of such term.
3.7

Initial members of the Board of Directors. The initial members of theBoard of Directors will be appointed by the Subscribers and such members
shall hold office until December 2007.

3.8

Representation on the Board of Directors. The Board of Directors
shall strive to ensure that membership of the Board of Directors shall bebroadly representative of the various membership categories of ASIFMAand the geographical origins of the various members of ASIFMA.

3.9

Consolidated institutions. Consolidated institutions may fall into more thanone (1) member category. Separate businesses within a consolidated group, if
seeking membership in more than one (1) member category, will be required to
pay dues separately. To ensure that diversity is maintained, no consolidated
institution may hold more than two (2) positions on the Board of Directors.

3.10

Representation of member firm. Each individual elected to the Board of
Directors will represent their respective member firm. If a member of theBoard of Directors ceases to be employed by his member firm (the "Departed
Director"):

3.11

(i)

The Departed Director shall cease to be a member of the Board of
Directors with effect from the date of cessation of employment withhis member firm.

(ii)

An individual (the "New Director") designated by the member firm
previously represented by the Departed Director shall replace theDeparted Director on the Board of Directors.

(iii)

The New Director shall replace the Departed Director on the Boardof Directors, but the term of office of such New Director shall not
exceed the remaining term of office of the Departed Director.

(iv)

If the Departed Director is expected to join another member firm, theBoard of Directors may invite the Departed Director to attend Boardof Directors meetings as a non-voting guest.

(v)

If the Departed Director joins a member firm that is not alreadyrepresented on the Board of Directors and the member firm which the
Departed Director joins nominates the Departed Director as apotential Director, then the Board of Directors may elect the Departed
Director to the Board of Directors.

SIFMA Directors. Pursuant to Article 63 of the Articles of Association,
SIFMA shall be entitled to appoint a maximum of two (2) representatives
to serve on the Board of Directors (each a "SIFMA Director"). The termof office of each SIFMA Director shall be two (2) years. A SIFMA
Director may be re- appointed after the expiry of his term. A SIFMA
Director shall have all voting and other rights and privileges accorded to-14

members of the Board of Directors generally, and shall be required toobserve and comply with the relevant provisions of these By-laws,
including those governing duties, responsibilities and conduct of
Directors.
3.12

Regular meetings. The Board of Directors will meet not less than once per
fiscal year with such other interim meetings (including via teleconference) as
deemed necessary by the Chairman or the Executive Committee.

3.13

Removal. The Board of Directors may remove a member from the Board of
Directors as provided in the Articles of Association and these By-laws.
Failure of any member of the Board of Directors to attend, in person or byteleconference, more than 2 meetings of the Board of Directors in any fiscal
year, constitutes sufficient cause for removal.

3.14

Alternate Directors. Notwithstanding Articles 81 to 85 of the Articles of
Association, no member of the Board of Directors may appoint analternate Director.
4.

EXECUTIVE COMMITTEE

4.1

Chairman/Co-Chairmen. The Chairman of the Board of Directors willserve as Chairman of the Executive Committee. If the Board of Directors
elects co-Chairmen, such co-Chairmen will jointly serve as chairs of the
Executive Committee.

4.2

Members. The Executive Committee shall consist of 11 members,
including the following ex officio members:(i)the Chairman of the Board of Directors (or if there are two coChairmen, both such co-Chairmen);(ii)

the Vice Chairman of the Board of Directors (or if two Vice
Chairmen were appointed, both such Vice Chairmen);(iii)

the Treasurer; and(iv)

the Managing Director.

The remaining members of the Executive Committee shall be appointed by
the Board of Directors from amongst the members of the Board of Directors.
4.3

Term. The term of office of members of the Executive Committee, other thanthe Managing Director, shall be 2 years, and shall not be extended beyond thedate his successor is appointed.

4.4

Role. The Executive Committee shall have full power to act for the Board
during the periods between Board of Directors meetings, regarding matterswhich require prompt decision and are of such nature that it is not practicableor necessary to poll the Board of Directors, but shall not have power toamend these By-Laws (other than Section 7 hereof) or to act to fill vacancies
on the Board of Directors or the Executive Committee. Such Executive
Committee shall also act with respect to matters specifically delegated to it by-15

the Board of Directors.
4.5

Meetings. The Executive Committee may meet on such dates as are
determined by the Chairman or his designee. Meetings may be conducted by
the circulation of written materials or by teleconference, or by any othermeans as determined by the Chairman. The presence (including byteleconference) of one-half (1/2) of the members of the Executive Committee
at any meeting shall constitute a quorum for the transaction of business. In
the absence or disqualification of a member of the Executive Committee, themembers present at any meeting and not disqualified from voting, whether or
not such members constitute a quorum, may unanimously appoint anothermember of the Board of Directors designated by the Chairman to act at themeeting in the place of any such absent or disqualified member.

4.6

Cessation of Representation. If a member of the Executive
Committee ceases to be employed by his member firm (the "Departed
Director"):(i)

The Departed Director shall cease to be a member of the Executive
Committee with effect from the date of cessation of employment withhis member firm.

(ii)

An individual designated by the member firm previously represented
by the Departed Director shall replace the Departed Director on the
Executive Committee. The term of office of such replacement shallnot exceed the remaining term of office of the Departed Director.

(iii)

If the Departed Director is expected to join another member firm, theExecutive Committee may invite the Departed Director to attend
Executive Committee meetings as a non-voting guest.

(iv)

If the Departed Director joins a member firm that is not alreadyrepresented on the Executive Committee and the member firm which
the Departed Director joins nominates the Departed Director as apotential member of the Executive Committee, then the Board of
Directors, at the request of the Executive Committee, may increase
the size of the Executive Committee and elect the Departed Director
to the Executive Committee, subject to Section 4.2.
5.

5.1

OTHER COMMITTEES

Nominating Committee. There shall be a Nominating Committee of
the Board of Directors.
(i)Chairman/Co-Chairmen. The Chairman of the Board of Directors
will serve as Chairman of the Nominating Committee. If the Boardof Directors elects co-Chairmen, such co-Chairmen will jointly serveas chairs of the Nominating Committee.

(ii)

Members. The Nominating Committee shall consist of maximum
15 members, including the following ex officio members:
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(a)

the Chairman of the Board of Directors (or if there are two coChairmen, both such co-Chairmen);(b)the Vice Chairman of the Board of Directors (or if two Vice
Chairmen were appointed, both such Vice Chairmen);(c)the Treasurer;(d)the other members of the Executive Committee; and(e)the Managing Director.

The remaining members of the Nominating Committee shall be
appointed by the Chairman from amongst the members of the Boardof Directors.

5.2

5.3

(iii)

Term. The term of office of members of the Nominating
Committee shall be 2 years, which shall not be extended beyond
the date his successor is appointed, and is renewable at the
Chairman's discretion.

(iv)

Role. The Nominating Committee will review potential nominees
for membership on the Board of Directors put forward by
ASIFMA members to the Nominating Committee, and put forward
approved nominees to the Board of Directors.

Audit and Finance Committee. There shall be an Audit and
Finance Committee of the Board of Directors.
(i)Membership. The Audit and Finance Committee shall be comprisedof ASIFMA's Treasurer, and such other financial professionals
from member firms as the Board of Directors may approve. The
Treasurer shall be the chair of the Audit and Finance Committee.

(ii)

Role. The Audit and Finance Committee shall be responsible
for engaging and supervising ASIFMA's Auditors;
recommending the approval to the Board of Directors of
ASIFMA's annual budget; monitoring ASIFMA's financial
performance; and reporting to the Board of Directors material
developments impacting ASIFMA's financial status.

Nomination to Public Interest Groups or Regulatory Organizations.
The co-Chairmen of the Board of Directors may from time to time as
they may deem necessary or in the interests of ASIFMA appointcommittees for the purpose of nominating, on behalf of ASIFMA, one ormore persons to serve in an official capacity with a public interest groupor a quasi-governmental regulatory organization. Any such committee so
appointed shall be composed of at least three members of the Board of
Directors and the Chairman or co-Chairmen of the Board of Directors
shall jointly serve as an ex-officio member of the committee.
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5.4

Other Local or Regional Associations, Organizations or Committees.
The Board of Directors may make provisions for, establish procedures
and conditions relating to, and approve ASIFMA's association with oradmission to associate membership of any association, forum, research
institute, country-specific industry groups or trade organizations as wellas other regional industry organizations that represent some or all of theparticipants in the local and regional securities and financial markets in
Asia.

5.5

Voting. Any matter to be voted upon by a committee shall, except
where otherwise specifically required, be approved by the affirmative
votes of a majority of members of that committee present in person, byteleconference or by proxy.
6.

OFFICERS

6.1

Officers. The officers of ASIFMA shall be a Chairman (or co-Chairmen)of the Board of Directors and a Vice Chairman (or Vice Chairmen) of theBoard of Directors, a Treasurer and a Secretary.

6.2

Election of Chairman and Appointment of Co-Chairman
and Vice Chairmen.
(i)Election of Chairman. The Board of Directors shall elect one
Chairman from amongst the members of the Board of Directors.
Subject to Section 4.2, the candidate receiving the most votes
from the members of the Board of Directors shall be elected
Chairman. In the event two or more candidates receives the same
number of votes, and no other candidate receives a higher numberof votes, an additional vote shall be taken with only the candidates
receiving the most votes in the previous round as candidates, andthe candidate receiving the most votes in the second round shallbe elected Chairman.

(ii)

Appointment of Co-Chairman. Subject to Section 4.2, aChairman elected by the members of the Board of Directors may
appoint an additional Co-Chairman from amongst the membersof the Board of Directors.

(iii)

Appointment of Vice Chairman or Vice Chairmen. Subject toSection 4.2, the Chairman shall appoint a Vice Chairman, andmay appoint an additional Vice Chairman, from amongst themembers of the Board of Directors.

(iv)

Term. The term of office of the Chairman and the Vice
Chairman shall be 2 years, which shall not be extended beyond
the date his successor is appointed, and shall not be renewed.

(v)

Role. The principal duties of the Chairman and Vice Chairman
shall be to create policies, and strategies for implementing those-18

policies, to accomplish the goals of ASIFMA set forth in Section 1.
Together, they will have all of the powers enumerated elsewhere inthese By- Laws and in addition will lead the Board of Directors andthe Executive Committee. The co-Chairmen shall jointly preside atand serve as the chairmen of all meetings of the Board of Directors,
the Nominating Committee and the Executive Committee, and shallcall meetings of any committee as necessary and appropriate,except as may otherwise be provided at the time any committee isestablished and from time to time. The Chairman and Vice
Chairman shall seethat resolutions of the Board of Directors and the Executive
Committee are carried into effect, and shall ensure that theMemorandum and Articles of Association and these By-Laws are
enforced. The Chairman and Vice Chairman should have a broad
understanding of and experience with the securities industry, anddemonstrated leadership ability and experience with relevant trade orprofessional organizations and must be willing to devote the timenecessary to carry out their responsibilities during their term.
(vi)

6.3

6.4

References. Where there is more than one Chairman, then allreferences to "Chairman" shall include both co-Chairmen. Where
there is more than one Vice Chairman, then all references to "ViceChairman" shall include both Vice Chairmen.

Secretary. The Chairman shall appoint a Secretary. The term of office of theSecretary shall be 2 years, which shall not be extended beyond the date his
successor is appointed, and shall not be renewed. The Secretary or his
designee shall attend each meeting of the Board of Directors. However, theSecretary shall not be a member of the Board of Directors and shall not havethe power to vote at meetings of the Board of Directors. The responsibilitiesof the Secretary shall include, in conjunction with the staff of ASIFMA:(i)the oversight of all records of meetings of the Board of Directors, theExecutive Committee, the sub-committees and the members;(ii)

recording or causing to be recorded the minutes of each meeting of
the Board of Directors and the Executive Committee;(iii)

the giving of required notices of general meetings and Board of
Directors meetings; and(iv)

performing such other duties as may be requested by the Chairman,
the Board of Directors or the Executive Committee.

Treasurer. Subject to Section 4.2, the Chairman shall appoint a Treasurer
from amongst the members of the Board of Directors. The term of office of
the Treasurer shall be 2 years, which shall not be extended beyond the datehis successor is appointed, and shall not be renewed. The Treasurer or his
designee shall attend each meeting of the Board of Directors and shall be thechair of the Audit and Finance Committee. The Treasurer shall:
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(i)

have charge and custody of and have responsibility for all funds andsecurities of ASIFMA;(ii)

present an annual report of the finances of ASIFMA to the Board of
Directors;(iii)

be responsible for preparation of a proposed annual budget and its
presentation to the Executive Committee and then to the Board of
Directors for its final approval;(iv)

report the financial condition of ASIFMA at each regular meetingof the Board of Directors; and(v)

perform such other duties as may be assigned to such office by
the Chairman, the Board of Directors or the Executive
Committee.

6.5

Appointed Officers. In furtherance of the interests and purposes of
ASIFMA, the Board of Directors may appoint or authorize theappointment of a Managing Director and such other officers andemployees as the Board of Directors shall from time to time specify.
Such officers and employees shall be at-will employees holding office atthe pleasure of the Board of Directors or for such terms as the Board of
Directors shall designate. All officers and employees shall have thepowers and duties designated from time to time by the Board of
Directors, or by the Managing Director, as the case maybe.

6.6Managing Director. The Managing Director shall be the chief
executive officer of ASIFMA and shall have such duties and powers as
the Board of Directors shall specify from time to time. The Managing
Director shall be eligible for election to the Board of Directors as an ex
officio member, upon the approval of a majority of the Board of
Directors. If so elected, the Managing Director shall serve as a Director
at the pleasure of the Board or for such term as the Board shall designate
and shall be entitled to attend all Board of Directors meetings and to voteon all matters considered at such meetings, subject to any limitations
determined by the Chairman to be appropriate. If the Managing Director
is serving as a member of the Board of Directors at such time as theManaging Director resigns or is removed as an officer of ASIFMA, theManaging Director's term as a Director shall automatically terminate
upon such resignation or removal.
7.

COMMITTEES

7.1

Committees and Committee Governing Bodies. The Executive
Committee may establish and staff Committees, or suspend or terminate
an existing Committee, from time to time as it sees fit.

7.2

Amendment of Section 7. The Executive Committee may amend
any provision of this Section 7 by majority vote.
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7.3

Operating Procedures. Each Committee shall have in placeappropriate operating procedures which will provide for the general
governance and operation of the Committee. Among other things, theoperating procedures shall (i) provide procedures for the nomination andelection of the chairman and vice chairman of the Committee, (ii) provide
procedures for nomination and election of members of the Committee
Governing Body and the term of office and number of such members, (iii)
identify the committees which shall form part of the Committee and themanner in which the membership and leadership of such committees shallbe determined. Unless otherwise provided in the operating procedures,the chairman and vice chairman of each Committee shall have a term of
one year. However, the vice chairman of a Committee may serve as
chairman of a Committee for a term of up to one year notwithstanding thathe previously served as vice chairman for such Committee.

7.4 Initial Operating Procedures and Amendments. The initial
operating procedures for each Committee shall be approved by the
Executive Committee. Thereafter, all amendments to the operatingprocedures shall be approved by a super-majority vote of three-fourths ofthe members of the Committee Governing Body present in person or byproxy at a meeting at which a quorum is present. No provision of theoperating procedures shall be inconsistent with these By-Laws or the
Memorandum and Articles of Association.
7.5 Establishment and staffing of special committees. The Executive
Committee may establish and staff, and subsequently suspend or
terminate, any other standing committees, special committees, ad hoc
committees or task forces ("Special Committees") as it sees fit.
7.6 Meetings. Special Committees may meet at any time they may choose.
Dates for such meetings will be set by the head of the relevant committee.

8.

EMPLOYEES AND EMPLOYMENT MATTERS

8.1 Staff. ASIFMA will be supported by a dedicated, full-time professional
and administrative staff at a level necessary to support and carry out its
activities effectively and efficiently.
8.2 Role of Managing Director. The Managing Director will work directlywith the Board of Directors, the Executive Committee and othercommittees of the Board and ASIFMA. The Managing Director will be
responsible for developing and pursuing ASIFMA's various projects andinitiatives and informing and educating members of the industry,
regulatory and legislative officials, the financial media and other internaland external constituencies regarding the function, needs and public policy
benefits of further developing and strengthening the securities markets in
Asia.

8.3 Responsibilities of the Managing Director. The Managing Director
will be responsible for the administration and operation of ASIFMA,-21

including membership recruitment and retention activities, budgeting andfinancial matters, internal and external communications, and related tasks
and functions. As mentioned earlier, the Managing Director shall be thechief executive officer of ASIFMA, shall report directly to the Chairman
or Chairmen, shall represent ASIFMA on behalf of the Board of Directors
and the Executive Committee and shall have general and active management
and control of the day-to-day business affairs of ASIFMA. The Managing
Director is the designee of the Board of Directors and the Executive
Committee, shall sign any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors or the Executive Committee has
authorized to be executed (except where expressly delegated by the Board of
Directors or the Executive Committee, or by statute to some other officer or
agent) and in general shall perform such other duties and have such otherauthority and powers as the Board of Directors or the Executive Committee
may from time to time prescribe.
9.
9.1

NOTICES

Waiver of Notice. Whenever any notice is required to be given to any
member, Director, officer or committee member of ASIFMA under theprovision of any applicable law or these By-Laws, a waiver thereof in writing
signed by the person entitled to such notice or given electronically, whether
given before or after the time stated therein, shall be deemed equivalent to thegiving of such notice.
10.

MEMBERSHIP, BUDGET AND FINANCE

10.1

Membership of ASIFMA. Membership of ASIFMA will be open to all
institutions active in Asia's securities industry, including dealers, banks,
underwriters and other financial intermediaries, asset managers, investors,
issuers, service providers, rating agencies, infrastructure providers, lawfirms and accountancy firms, subject to the sole and absolute discretion of
the Board of Directors (or its designee) and the provisions of the Articles of
Association and these By- laws.

10.2

Admission of new members. No institution shall be admitted as a full or
associate member of ASIFMA unless such institution has delivered to the
Executive Committee an application for membership and such application
being approved by the Board of Directors (or its designee).

10.3

Appropriate membership category. The Nominating Committee, or its
designee, may determine the appropriate membership category for an
applicant, and whether an applicant should be admitted as a full member oran associate member. The Nominating Committee (or its designee) may
request such information from the applicant as is reasonably required for it todetermine the appropriate membership category for such applicant. If an
applicant is eligible to be a full member, the Nominating Committee (or its
designee) may admit such applicant as a full member notwithstanding arequest by the applicant to be admitted an associate member.

10.4

Membership Rights. Membership by an institution shall entitle any and allof its professional employees to participate in ASIFMA's various divisions,-22

forums and committees, subject only to the Operating Procedures of such
division, forum or committee. Professional employees of member firms arealso entitled to attend ASIFMA conferences and other events at the member
rate, attend the ASIFMA annual general meeting (for full members only) andgenerally participate in the activities of each of ASIFMA's divisions, forums
and committees. The Nominating Committee may develop further
membership criteria and benefits.
10.5

Membership Categories and Dues. Membership dues will vary according
to organization size and scope of operations in the securities market in Asia.
The Board of Directors may modify the dues levels and dues categories fromtime to time.

10.6 Payment of dues. In the year in which a member first joins ASIFMA, if themember has not paid the required amount of membership dues after 30 days(or such other period as shall be determined by the Chairman in the reasonable
exercise of his or her discretion) from notification by the Board of Directors of
acceptance of that member, that member shall not be entitled to attend any
general meetings, and its nominees shall not be entitled to attend any Board of
Directors meetings or divisional or committee meetings until such time as all
required amounts of membership dues have been fully paid. In subsequent
years, a member will not be able to attend general meetings, and its nominees
shall not be entitled to attend any Board of Directors meetings or divisional orcommittee meetings unless it shall have paid the required amount ofmembership within the due date of the relevant invoice.
10.7

Annual membership. Members' financial commitment to ASIFMA will beon an annual basis.

10.8

Funding. ASIFMA will be entirely self-funded through membership dues
and other sources of revenue (such as educational conferences). However,
SIFMA may choose, from time to time, to provide financial and other support
to ASIFMA as SIFMA sees fit.

10.9

Fiscal year. The fiscal year of ASIFMA shall be from November 1 to
October 31.
11.

BY-LAWS

11.1

Adoption. These By-Laws shall come into effect when adopted by the
Subscribers.

11.2

Amendment. These By-Laws may only be amended by a super-majority
vote of three-fourths of the members of the Board of Directors present inperson or by teleconference at a meeting at which a quorum is present.

11.3

Definitions. Capitalised terms used in these By-Laws shall have themeanings given to them in the Memorandum and Articles of Association of
ASIFMA, unless otherwise defined herein.

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SCHEDULE I
ASIFMA Membership Categories

Bank
Market Maker
Asset Manager
Broker Intermediary I Trading Platform
Rating Agency
Index Provider
Clearance/Settlement/Custody Provider
Information/Technology Vendor
Accounting Firm
Consultant
Law Firm
Mortgage Insurer
TrusteeIssuer/Originator
Quasi-Government-24