上市公司治理准则(中英)

Code") is formulated to promote the establishment and improvement of modern enterprise system by listed companies, to standardize the operation of listed companies and to bring forward the healthy development of the securities market of our country.

　　The Code sets forth, among other things, the basic principles for corporate governance of listed companies in our country, the means for the protection of investors'' interests and rights, the basic behavior rules and moral standards for directors, supervisors, managers and other senior management members of listed companies.

　　The Code is applicable to all listed companies within the boundary of the People''s Republic of China. Listed companies shall act in the spirit of the Code in their efforts to improve corporate governance. Requirements of the Code shall be embodied when listed companies formulate or amend their articles of association or rules of governance. The Code is the major measuring standard for evaluating whether a listed company has a good corporate governance structure, and if major problems exist with the corporate governance structure of a listed company, the securities supervision and regulation authorities may instruct the company to make corrections in accordance with the Code.

　　Chapter 1. Shareholders and Shareholders'' Meetings

　　(1) Rights of Shareholders

　　1. As the owner of a company, the shareholders shall enjoy the legal rights stipulated by laws, administrative regulations and the company''s articles of association. A listed company shall establish a corporate governance structure sufficient for ensuring the full exercise of shareholders'' rights.

　　2. The corporate governance structure of a company shall ensure fair treatment toward all shareholders, especially minority shareholders. All shareholders are to enjoy equal rights and to bear the corresponding duties based on the shares they hold.

　　3. Shareholders shall have the right to know about and the right to participate in major matters of the company set forth in the laws, administrative regulations and articles of association. A listed company shall establish efficient channels of communication with its shareholders.

　　4. Shareholders shall have the right to protect their interests and rights through civil litigation or other legal means in accordance with laws and administrative regulations. In the event the resolutions of shareholders'' meeting

s or the resolutions of the board of directors are in breach of laws and administrative regulations or infringe on shareholders'' legal interests and rights, the shareholders shall have the right to initiate litigation to stop such breach or infringement. The directors, supervisors and managers of the company shall bear the liability of compensation in cases where they violate laws, administrative regulations or articles of association and cause damages to the company during the performance of their duties. Shareholders shall have the right to request the company to sue for such compensation in accordance with law.

　　(2) Rules for Shareholders'' Meetings

　　5. A listed company shall set out convening and voting procedures for shareholders'' meetings in its articles of association, including rules governing such matters as notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formulation of resolutions, recording of minutes and signatories, public announcement, etc.

　　6. The board of directors shall earnestly study and arrange the agenda for a shareholders'' meeting. During a shareholders'' meeting, each item on the agenda shall be given a reasonable amount of time for discussion.

　　7. A listed company shall state in its articles of association the principles for the shareholders'' meeting to grant authorization to the board of directors. The content of such authorization shall be explicit and concrete.

　　8. Besides ensuring that shareholders'' meetings proceed legally and effectively, a listed company shall make every effort, including fully utilizing modern information technology means, to increase the number of shareholders attending the shareholders'' meetings. The time and location of the shareholders'' meetings shall be set so as to allow the maximum number of shareholders to participate.

　　9. The shareholders can either be present at the shareholders'' meetings in person or they may appoint a proxy to vote on their behalf, and both means of voting possess the same legal effect.

　　10. The board of directors, independent directors and qualified shareholders of a listed company may solicit for the shareholders'' right to vote in a shareholders'' meeting. No payments shall be made to the shareholders for such solicitation, and adequate information shall be provided to persons whose voting rights are being solicited.

　　11. Iinstitutional investors shall play a role in the appointment of company directors, the compensation and supervision of management and major decision-making processes.

　　(3) Related Party Transactions

　　12. Written agreements shall be entered into for related party transactions among a listed company and its connected parties. Such agreements shall observe principles of equality, voluntarity, and making compensation for equal value. The contents of such agreements shall be specific and concrete. Matters such as the signing, amendment, termination and execution of such agreements shall be disclosed by the listed company in accordance with relevant regulations.

　　13. Efficient measures shall be adopted by a listed company to prevent its connected parties from interfering with the operation of the company and damaging the company''s interests by monopolizing purchase or sales channels. Related party transactions shall observe commercial principles. In principle, the prices for related party transactions shall not deviate from an independent third party''s market price or charging standard. The company shall fully disclose the basis for pricing for related party transactions.

　　14. The assets of a listed company belong to the company. The company shall adopt efficient measures to prevent its shareholders and their affiliates from misappropriating or transferring the capital, assets or other resources of the company through various means. A listed company shall not

provide financial guarantees for its shareholders or their affiliates.

　　Chapter 2. Listed Company and Its Controlling Shareholders

　　(1) Behavior Rules for Controlling Shareholders

　　15. During the restructuring and reorganization of a company that plans to list, the controlling shareholders shall observe the principle of "first restructuring, then listing", and shall emphasize the establishment of a reasonably balanced shareholding structure.

　　16. During the restructuring and reorganization of a company that plans to list, the controlling shareholders shall sever the company''s social functions and strip out non-operational assets. Non-operational institutions, welfare institutions and their facilities shall not be included in the listed company.

　　17. Controlling shareholders'' remaining enterprises or institutions that provide services for the major business of the listed company may be restructured into specialized companies in accordance with the principles of specialization and market practice, and may enter into relevant agreements with the listed company in accordance with commercial principles. Remaining enterprises engaged in other businesses shall increase their capability of independent development. Remaining enterprises not capable to continue operation shall exit the market, through such channels as bankruptcy, in accordance with relevant laws and regulations. Enterprises meeting certain requirements during restructuring may sever all their social functions and disperse surplus employees at one time and keep no remaining enterprises.

　　18. The controlling shareholders shall support the listed company to further reform labor, personnel and distribution systems, to transform operational and managerial mechanisms, and to establish such systems as: management selection through bidding and competition, with the chance for both promotion and demotion; employment of employees on the basis of competitive selection, with the chance for both employment and termination of employment; income distribution scheme that provides sufficient incentive, with the chance to both increase and decrease the remuneration; etc.

　　19. The controlling shareholders owe a duty of good faith toward the listed company and other shareholders. The controlling shareholders of a listed company shall strictly comply with laws and regulations while exercising their rights as investors, and shall be prevented from damaging the listed company''s or other shareholders'' legal rights and interests, through means such as assets restructuring, or from taking advantage of their privileged position to gain additional benefit.

　　20. The controlling shareholders shall nominate the candidates for directors and supervisors in strict compliance with the terms and procedures provided for by laws, regulations and the company''s articles of association. The nominated candidates shall possess certain relevant professional knowledge and the capability to make decisions or supervise. The resolutions made by the shareholders'' meetings electing personnel or the board of directors'' resolutions appointing personnel shall not be subjected to approval procedures by the controlling shareholders. The controlling shareholders are forbidden to appoint senior management personnel by circumventing the shareholders'' meeting

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