PURPOSE

The purpose of the Association is to provide a forum for finance professionals to exchange ideas and discuss experiences, and to promote the cooperation between U.S. and China in the fields of commercial and investment banking, asset management, insurance, corporate finance, financial planning, and financial software.

ARTICLE I

Name: The organization shall be known as Association of Chinese Finance Professionals.

ARTICLE II

Section 1:

Executive Officers and the Board of Directors

The executive officers of the Association shall be a President, an Executive Vice President, a Secretary, and a Treasurer. The Board of Directors shall consist of:

Four executive officers;

Chairpersons of the Association? special committees

Others as approved by the two-thirds vote of the Board of the Directors.

Section 2:

President & Executive Vice President

The President shall preside at the meetings of the Association and of the Board. The President shall, with the Treasurer, sign the contracts and obligations of the association subject to the approval of the Board. The President is responsible for the overall management of the Association and for the executing the resolutions approved by the Board.

The Executive Vice President serves as the Chief Operating Officer of the Association, and is in charge of the organization? day-to-day operations. In the absence of the President, the EVP shall assume the responsibilities of the President.

Section 3.

Secretary and Treasurer

The Secretary shall give notice of all meetings and all elections of the Association and of the Board; keep minutes and records as necessary.

The Treasurer shall prepare an annual budget, collect all membership dues, and keep the accounts of the association. The Treasurer shall also submit an annual report at the end of the year term and ensure that the proper tax filings are made.

ARTICLE III

Election and Appointment of Officers

Section 1.

The President and Executive Vice President are elected each year by its members in the annual meeting, and can be re-elected.

Section 2.

Vice Presidents are nominated by the Nomination Committee and appointed by the President and Executive Vice President.

ARTICLE IV

Board of Directors

Section 1.

The Board of Directors shall consist of the President, Executive Vice President, Secretary, Treasurer, Chairs of the special committees, and other member or non-member directors as approved by the Board directors at large. The officers and chairs shall be elected by majority vote of the members present at the annual meeting of the Association. Votes shall be cast either in person or by represented ballot.

Section 2.

The Board shall meet at least bi-monthly. In the event of the resignation or inability to act of any officer of the Association, or of any member of the Executive Board, the Board shall elect a successor who shall serve until the next annual meeting.

Section 3.

The Board shall have general charge of the affairs of the Association and shall have full power to construe and carry out the provisions of the Bylaws, and to control acceptance of and suspension of members.

ARTICLE V

Committees

There shall be six permanent committees in Public Relations, Membership, Nominations, Banking, Risk Management, Capital Market/Corporate Finance. New committees can be set up and dissolved based on the Association? business needs.

A committee is entitled to hold its own meetings. Committee chairs are appointed by the President and Executive Vice President.

ARTICLE VI

Membership

The Membership shall be limited to individuals of highest professional status in the financial service industry. Qualified individuals may be granted Membership upon approval of the Membership Committee. The Membership shall consist of three classes: Charter, Regular, and Honorary.

To become a regular member of ACFP, the candidate needs to:

Have a minimum of three years of financial industry experience either in China or in the U.S.

Have a minimum of bachelor degree.

Submit membership fee of $25 a year payable to ACFP.

ARTICLE VII

Meetings

At least four (4) quarterly meetings shall be held each year at the discretion of the Board. The time of the annual meeting shall be in the month of December at the discretion of the Board. The Board year and the Association shall be on the calendar year.

ARTICLE VIII

Income & Expense

Income of the Association comes from public donations, business initiatives, and membership contributions, membership dues, etc. Those who render services to Association are entitled to such reimbursement for expenses. Distributions of the Association? net income to its members are determined by the resolution of the Board, and should be completed before the end of the fiscal year.