期货经纪公司治理准则（试行） Circular issued by China securities regulatory commission on administrative rules of

e merger， separation or making major assets and liabilities reorganization arise

　　（5） Where the shareholders enter into liquidation procedure or be taken over； and

　　（6） Other circumstances possibly lead to transfer of the shares rights and the shareholder's rights from the futures brokerage company.

　　The futures brokerage company shall report the related information to the agency of china security supervisory commission at company's domicile within the three working days form the date of knowing the mentioned above information.

　　Article 17 where the shareholder and director have relations with the existent or planned contract， trade and arrangement of the futures brokerage company directly or indirectly， in any case， whether relate matters need approving by the board of shareholders and board of directors， the shareholder and director shall inform the nature and degree of relations revolved to the board of directors and board of supervisors （or supervisor）。

　　Article 18 the board of directors shall， in accordance with the rules of discussion， organize and arrange the meeting of shareholders scientifically and reasonably， and ensure that the shareholders possess enough time to participate in discussion， making proposal and decisions. The original record and minutes of meeting shall be integrated and authentic， and shall be reserved properly by the board of directors.

　　Article 19 these matters， if the major decision-making is unable to be made by virtue of default by the board of directors or the board of shareholders is unable to be convened， the shareholder holding definite proportion of shares by himself or merger be entitled to convene the general meeting of shareholders， shall be defined in the constitution of the futures brokerage company.

　　Chapter 3 the director and the board of directors

　　Article 20 the board of the futures brokerage company shall seriously perform the functions and powers of the board of directors prescribed by company law. Except the matters， the functions and powers performed by the board of directors shall be pre

scribed in the constitution of the futures brokerage company：

　　（1） To review and decide on administration system for cover cost drafted by the manager levels， to ensure that administration for cover cost of the futures brokerage company shall conform to various requests of the close administration for cover cost from china security supervisory commission；

　　（2） To review and decide on whether performing the plan on related business innovation， ensure validity of business innovation activities and establishment of risk prevention system； and

　　（3） To review and decide on the risk control system of the futures brokerage company.

　　Article 21 where the board of directors authorizes the chairman of board to exercise the part powers of the board of directors， the authorization principle and authorization content from the board of directors shall also be specified clearly in company constitution. All these matters involving the major interests of the company shall be submitted to the board of directors or the board of shareholders for examination and decision-making. For the purpose of control the decision-making risk of the company effectively， the board of directors shall also specify such matters as the authorization scope and limit for the manager levels.

　　Article 22 the public and fair procedure for election and engagement of the director shall be designated in the company constitution. The members of board of directors shall possess the essential knowledge， skill and qualification for performing the duties， as well participate in positively related trains. The director shall ensure enough time and energy to perform his due duties.

　　Article 23 the meeting of board of directors shall be held once every year at least and shall produce the meeting record. The board of directors shall formulate normative and specified rules of discussion. The meeting of board of directors shall produce integrated and authentic meeting record， and the attending directors shall sign on it. The original record and meeting minutes shall be reserved properly.

　　Article 24 where the decision-making of the board of directors violates the law， regulations and provisions of the company constitution， which results in the loss of the company， the directors who participate in making decision shall be investigated. While， upon making proof， the directors who state the objection in vote and voted against the decision， which have been recorded in the meeting record， shall not be included.

　　Article 25 the board of directors may establish under it such institution as the specialty commission， etc， and formulate specified working rules and working duties， so as to provide the board of directors with reference suggestion in making decision， ensure functions of the board of directors being brought into full play. The related institutions of board of directors may engage intermediary institution to assist in work performance， the relate charges shall be paid by the company.

　　The futures brokerage company shall be encouraged to establish such major institutions engaging in special consultation and supervision as audit， risk control institution， etc， intensify risk supervision for business operation and making decision of the company and urge the company to operate business in a legal and steady way.

　　Article 26 the futures brokerage company shall be encouraged to establish the independent director system. The independent director of futures Brokerage Company shall concentrate on and protect the interests of middle-minor shareholders and futures investors.

　　Article 27 where the futures brokerage company is under one of the following circumstances， the independent director system shall be established：

　　（1） Where the registered capital is more than 50，000，000 Yuan （50，000，000 Yuan included）；

　　（2） Where a single shareholder or the ultimate holder with rights and

interests hold 50 percent of the shares directly or indirectly from the futures brokerage company；

　　（3） Where a single person assume office as the chairman director and general manager simultaneously；

　　（4） Where the financial institution invest shares directly or indirectly； and

　　（5） Other circumstances the china security supervisory commission prescribe

　　Article 28 such relations as influence the independent judgment shall exist between the independent director and the futures brokerage company， principal shareholders， as well the ultimate holders with rights and interests， the following personnel shall be assumed office as the independent director：

　　（1） Where such personnel as hold the office in the futures brokerage company or its subordinate company， and directly-related relatives and main relatives and friends the said personnel is included；

　　（2） Where such personnel as hold the office in the units that hold more that 5 percent of shares rights from the futures brokerage company directly or indirectly， or the shareholders units that rank the top 5 of amount of the shares in the futures brokerage company， the directly-related relatives of the said personnel is included；

　　（3） Where such personnel as serve the futures brokerage company with service on finance， law and consultation；

　　（4） Where such personnel as is under the mentioned above circumstances in a recent year；

　　（5） Where other personnel specified by the company constitution； and

　　（6） Where other personnel designated by china security supervisory commission.

　　Article 29 the shareholder， the board of directors and board of supervisors （or supervisor） of the futures brokerage company may propose the candidate for the independent director， and which shall be decided upon a vote by the board of shareholders. The one that nominate for the independent director shall be made by the consent of the nominee before nomination. The tenure of the independent director is identical with other directors.

　　Article 30 the futures brokerage company shall， within 10 days after the date of decision on election for the independent director being made by the board of shareholders， report the information on the election and appointment for the independent director to china security supervisory commission. Where the independent director lay down the office or is removed from office in his tenure of office， the independent director in person and the futures Brokerage Company shall propose the explanation in writing to the board of shareholders and its agency of china security supervisory commission and the board of shareholders.

　　Article 31 except the functions and powers of the director granted by company law and other law and regulations， the independent director exercise the following functions and powers prescribed in the constitution of the futures brokerage company：

　　（1） To propose for convening the board of director；

　　（2） To submit to the board of directors or the board of supervisors （or supervisor） to convene the interim meeting of shareholders

　　（3） To propose that the board of directors shall conduct an audit while leaving his post for the administrative staff of company who is suspected of violating law and regulations； to submit to the board of shareholders to conduct a audit for the director and supervisor who is suspected of violating the law and regulations.

　　（4） To express the objective and fair independent opinion as far as the following matters prescribed by the futures brokerage company；

　　1. The investment， conducting finance and busin

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