Preamble

WHEREAS, it was considered beneficial to have a more formal organization of stock exchanges, Australian Stock Exchange Ltd., The Stock Exchange of Hong Kong Ltd. (Hong Kong Exchanges and Clearing Ltd.), Jakarta Stock Exchange, Korea Stock Exchange (Korea Exchange, Inc.), Kuala Lumpur Stock Exchange (Bursa Malaysia), New Zealand Stock Exchange (New Zealand Exchange Limited), Osaka Securities Exchange (Osaka Securities Exchange Co., Ltd.), Philippine Stock Exchange, Inc., Stock Exchange of Singapore Ltd. (Singapore Exchange Ltd.), Surabaya Stock Exchange, Taiwan Stock Exchange Corp., The Stock Exchange of Thailand and Tokyo Stock Exchange (Tokyo Stock Exchange, Inc.) (Exchanges for brevity) decided to create an international federation of the stock exchanges in the East Asian and Oceanian region;

WHEREAS, the Exchanges met in Manila, Philippines on the 7th day of December 1990 and officially established the East Asian and Oceanian Stock Exchanges Federation;

WHEREAS, the Exchanges met in Wellington, New Zealand on the 28th of April 2000 and agreed to include the Shanghai Stock Exchange and the Shenzhen Stock Exchange to its membership as members.

WHEREAS, the Exchanges met in Busan, Korea on 7th day of April 2005 and agreed to expand its geographical boundary by changing the name of federation to the Asian and Oceanian Stock Exchanges Federation and then agreed to include the National Stock Exchange of India and the Stock Exchange, Mumbai to its membership as members;

WHEREAS, the Exchanges met in Hong Kong on 22nd day of March 2007 and agreed to include Jasdaq Securities Exchange, Inc (Jasdaq Securities Exchange) to its membership as members.

WHEREAS, the Exchanges met in Kuala Lumpur on 10th day of April and agreed to include Hochiminh Stock Exchange and Mongolian Stock Exchange to its membership as members.

AND, THEREFORE, the Exchanges duly adopted the Charter as follows:

Article 1.
Title. - This federation shall be known as the Asian and Oceanian Stock Exchanges Federation ( AOSEF for brevity).

Article 2.
Composition. - The AOSEF shall be composed of stock exchanges operating predominantly within the Asian and Oceanian region (Region for brevity) and the Region shall mean countries located in the Western Pacific Ocean and the Eastern and Southern Asia.

Article 3.
Purpose. - The purpose of the AOSEF is to facilitate the exchange of information and to promote mutual assistance among its members, with a view to developing the securities markets in the Region.

Article 4.
Membership. - The following rules on admission to, rights arising from, and termination of, membership in the AOSEF shall apply, to wit:

4.01
Admission as member. -

4.01.1
Any stock exchange domiciled and operating within the region defined in Article 2 hereof may apply for membership, provided that they are at an acceptable stage of development in terms of their activities, as determined on a case by case basis by existing members. Such application shall be in writing and submitted to the Chairman of the General Assembly through the Secretariat.

4.01.2
An applicant stock exchange shall be admitted to membership only upon approval of its application by at least four-fifths (4/5) of the members present at a meeting of the General Assembly.

4.02
Rights of membership. – The equality and independence of members shall in all respects be assured.

A member is entitled to vote at all meetings of the General Assembly, provided that the said member is present thereat.

A member is entitled to be represented at a meeting of the General Assembly by not more than three delegates. However, with the permission of the Chairman, a member may send additional participants, whose participation thereat shall be limited to that of observers.

4.03
Termination of membership. - Membership in the AOSEF may be terminated in the following manner, to wit:

4.03.1
Voluntary withdrawal. - Any member may voluntarily withdraw its membership by submitting a written declaration of withdrawal to the Chairman through the Secretariat.

4.03.2
Expulsion. - A member may be expelled for a cause from the AOSEF by a vote of at least four-fifths (4/5) of the
members present at a meeting of the General Assembly.

Article 5.
Organization of the AOSEF. - The AOSEF shall be composed of three bodies, to wit: the General Assembly, the Working Committee and the Secretariat.

Special Committees may be created by the General Assembly for the purpose of making studies on a specific subject designated by the General Assembly or for such other purposes as the General Assembly may specify.

Article 6.
The General Assembly. -

6.01
Function. - The General Assembly shall be the policy-making body of the AOSEF.

6.02
Meetings. - Regular meetings of the General Assembly shall be held once a year and hosted by a member to be determined by the General Assembly. The member who hosts the meeting shall be chosen on a rotational basis upon the agreement of the member so chosen. Special meetings shall be held whenever and wherever deemed necessary by the General Assembly.  

6.03
Presiding Officer. - All meetings shall be presided over by a Chairman, who shall be from among the delegates of the member hosting the next succeeding regular meeting as decided by such member. The term of office of the Chairman shall commence at the end of the regular meeting at which he or she is chosen and shall expire at the termination of the next succeeding regular meeting where his or her stock exchange is the host.

6.04
Honorary Chairman. - An Honorary Chairman for life may be chosen by a consensus of the General Assembly.

6.05
Quorum. - A quorum of at least two-thirds (2/3) of the members shall be necessary for the convening of the General Assembly. For purposes of determining the existence of a quorum, the number of members, and not of delegates, shall be considered.

6.06
Vote. - Unless otherwise provided herein, the General Assembly shall decide by a vote of at least two-thirds (2/3) of the members present at a meeting thereof.

Each member shall be entitled to one vote.

6.07
Minutes of the meetings. - All matters taken up during the meetings shall be recorded in the minutes. The minutes shall beprepared by the host member, who shall likewise be responsible for furnishing the other members with copies thereof.

The minutes shall be kept by the Secretariat.

Article 7.
The Working Committee.–

7.01
Function. - The Working Committee shall undertake studies, projects and activities referred to it by the General Assembly.

The Working Committee may at any time initiate studies, projects and activities that fall within the scope of AOSEF's purpose as defined in Article 3 hereof; and may offer recommendations arising from those studies, projects and activities to the General Assembly.

7.02
The Chairman of the Working Committee. - The Chairman of the Working Committee shall be elected from among the members of the Working Committee. No member exchange shall hold the position for more than one term consecutively. The tenure of the Chairman of the Working Committee shall be two (2) years. The activities of the Working Committee shall be reported to the General Assembly by the Chairman of the Working Committee or by the Secretariat.

Article 8.
The Secretariat. - The Secretariat shall be responsible for facilitating the exchange of information and publications among members, and for other matters that may be assigned to it by the General Assembly.

The Secretariat shall be located at such stock exchange as maybe determined by the General Assembly.

Article 9
Expenses of Meetings. - The expenses incurred in organizing a meeting of the General Assembly, the Special Committee or the Working Committee of the AOSEF shall be borne by the host member.

Each participant at a meeting shall bear the costs of his or her own transportation and lodging.

Article 10.
Amendments to the Charter. - Any amendment to this Charter shall be valid if approved by at least four-fifths (4/5) of the members present at a meeting of the General Assembly.

Article 11.
Dissolution. - The AOSEF shall not be dissolved except by vote of at least four-fifths (4/5) of the members present at a meeting of the General Assembly.

NOTE:
· The whole document (AOSEF Charter) was amended on April 7, 2005 and became effective on the same day.
 [1] Quorum (Article 6.05) is amended on March 21, 2002 and became effective on the same day.
[2] Interpretation Clause for Quorum failure (Article 6.05) is established on September 19, 2003 and became effective on the same day.(Refer to the Attachment 1)