到境外上市公司章程必备条款（二）

holders' general meeting that has been informed；

　　6. not to use the Company property for his own benefit in any way without the consent of the shareholders' general meeting that has been informed；

　　7. not to use his functions and powers as a means to accept bribes or other forms of illegal income， and not to illegally appropriat

e Company property in any way， including （but not limited to） any opportunities that are favourable to the Company；

　　8. not to accept commissions in connection with Company transactions without the consent of the shareholders' general meeting that has been informed；

　　9. to abide by the Articles of Association of the Company， perform his duties faithfully， protect the interests of the Company and not to seek personal gain with his position， functions and powers in the Company；

　　10. not to compete with the Company in any way without the consent of the shareholders' general meeting that has been informed；

　　11. not to embezzle Company funds or lend them to others， not to deposit Company assets in accounts opened in his own or in another's name， not to use Company assets as security for the debts of the Company shareholders or other individuals； and

　　12. not to disclose confidential information relating to the Company that was acquired by him during his office without the consent of the shareholders' general meeting that has been informed， and not to use such information except in the interests of the Company； however， such information may be disclosed to the court or other government authorities if：

　　（1） provided by law；

　　（2） required in the public interest； or

　　（3） required in the own interest of such director， supervisor， manager or other senior management staff of the Company.

　　Article 117　A director， a supervisor， the manager or other senior management staff of the Company may not cite the following persons or organizations （“Connected Persons”） to do what such director， supervisor， manager or other senior management staff may not do：

　　1. the spouse or minor child of such director， supervisor， manager or other senior management staff of the Company；

　　2. the trustee of a director， supervisor， manager or other senior management staff of the Company or of any person referred in Item （1） hereof；

　　3. the partner of a director， supervisor， manager or other senior management staff of the Company or of any person referred in Items （1） and （2） hereof；

　　4. the company over which a director， supervisor， manager or other senior management staff of the Company， alone or jointly with any person referred to in Items （1）， （2） and （3） hereof or any other director， supervisor， manager or other senior management staff of the Company， has actual control； and

　　5. a director， a supervisor， the manager or other senior management staff of a company being controlled as referred to in Item （4） hereof.

　　Article 118　The obligation and credibility of the Company's directors， supervisors， manager and other senior management staff does not necessarily cease with the termination of their office. Their confidentiality obligation in relation to the Company's trade secrets shall remain upon termination of their office. The term for which other obligations shall continue shall be decided upon in accordance with the principle of fairness， depending on the time lapse between the termination and the occurrence of the matter as well as the circumstances and conditions under which the relationship with the Company terminates.

　　Article 119　A director， a supervisor， the manager or other senior management staff of the Company may be relieved from liability for a specific breach of obligations after the shareholders' general meeting has been informed， except in circumstances as specified in Article 47 hereof.

　　Article 120　If a director， a supervisor， the manager or other senior management staff of the Company has directly or indirectly vested a material interest in a contract， transaction or arrangement concluded or planned by the Company （except his employment contract with the Company）， he shall disclose the nature and extent of his interest to the board of directors at the earliest opportunity， whether or not the matt

er is normally subject to the approval of the board of directors.

　　Unless the interested director， supervisor， manager or other senior management staff of the Company has disclosed such interest to the board of directors as required under the preceding paragraph hereof and the matter has been approved by the board of directors at a meeting in which he was not counted in the quorum and had refrained from voting， the Company shall have the right to void the contract， transaction or arrangement， except the other party is a bona fide party acting without knowledge of the breach of obligation by the director， supervisor， manager or other senior management staff concerned.

　　A director， a supervisor， the manager or other senior management staff of the Company shall be deemed to have an interest in any contract， transaction or arrangement in which a Connected Person of that director， supervisor， manager or other senior management staff has an interest.

　　Article 121　If a director， a supervisor， the manager or other senior management staff of the Company gives a written notice to the board of directors before the conclusion of the contract， transaction or arrangement is first considered by the Company， stating that due to the contents of the notice， he has an interest in the contract， transaction or arrangement that may subsequently be made by the Company， such director， supervisor， manager or other senior management staff of the Company shall be deemed for the purposes of the preceding Articles of this Part to have declared his interest， insofar as attributable to the scope stated in the notice.

　　Article 122　The Company may not in any manner pay tax on behalf of its directors， supervisors， manager or other senior management staff.

　　Article 123　The Company may not directly or indirectly provide a loan or loan security for its directors， supervisors， manager or other senior management staff， those of its parent company， or Connected Persons of the above-mentioned persons.

　　1. The provisions of the preceding paragraph shall not apply to the following circumstances：

　　2. the provision of a loan or loan security by the Company for a subsidiary of the Company；

　　3. the provision of a loan or loan security or other funds by the Company to a director， a supervisor， the manager or other senior management staff of the Company under an employment contract approved by the shareholders' general meeting， so as to enable him to pay the expenses incurred for the sake of the Company or for the performance of his Company duties； and

　　4. the provision of a loan or loan security by the Company to a relevant director， a supervisor， the manager or other senior management staff of the Company or to a Connected Person thereof on normal commercial terms， if the ordinary business scope of the Company includes the lending of money or the provision of loan security.

　　Article 124　A loan provided by the Company in violation of the preceding Article shall be immediately repayable by the recipient of the loan， regardless of the terms of the loan.

　　Article 125　The Company may not be forced to perform a loan security provided by the Company in violation of the first paragraph of Article 123， except：

　　1. when the loan is provided to a Connected Person of a director， a supervisor， the manager or other senior management staff of the Company or its parent company， the loan provider is not aware of the condition； and

　　2. the collateral provided by the Company has been lawfully sold by the loan provider to a bona fide purchaser.

　　Article 126　For the purposes of the preceding Article of this Part， the term “security” shall include an act whereby a guarantor assumes liability or provides property to guarantee or secure the performance of obligations by an obligator.

　　Article 127　If a director， a supervisor， the manager or other senior management

staff of the Company breaches his obligations to the Company， the Company shall， in addition to any rights and remedies provided by laws and administrative regulations， have a right to：

　　1. require the relevant director， supervisor， manager or other senior management staff to compensate for the losses sustained by the Company as a consequence of his dereliction of duty；

　　2. rescind any contract or transaction concluded by the Company with the relevant director， supervisor， manager or other senior management staff and contracts or with a third party （where such third party is aware or should be aware that the director， supervisor， manager or other senior management staff representing the Company was in breach of his obligations to the Company）；

　　3. require the relevant director， supervisor， manager or other senior management staff to surrender the gains derived from the breach of his obligations；

　　4. recover any funds received by the relevant director， supervisor， manager or other senior management staff that should have been received by the Company， including （but not limited to） commissions； and

　　5. require the relevant director， supervisor， manager or other senior management staff to return the interest earned or possibly earned on the funds that should have been given to the Company.

　　Article 128　The Company shall include a written contract with each director and supervisor of the Company concerning hi

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