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

ess operation activities other than the futures brokerage business；

　　2. The amount of major related transaction is more than 1，000，000 Yuan；

　　3. The information on risk control and the price paid by virtue of providing the shareholders and related party with service

by the futures brokerage company；

　　4. The business innovation activities of the futures brokerage company；

　　5. The distribution scheme of profit；

　　6. The appointment and dismissal of manage levels members；

　　7. The matters that cause probably the heavy losses of the futures Brokerage Company；

　　8. The matters that damage probably the rights and interests of middle-minor shareholders；

　　9. The matters that damage probably the rights and interests of the futures investors；

　　10. The plan on salaries and motivation of the director， supervisor and manager levels member； and

　　11. Other circumstances designated by the company constitution.

　　The suggestions expressed by the independent directors shall be clearly stated in the meeting record. Where the above mentioned proposals or independent opinions of the independent director shall be accepted by the futures brokerage company， the independent director shall report detailed information on related independent opinions to the agency of china security supervisory commission on the domicile of company for record.

　　Article 32 the standard of salary and allowances of the independent director shall be prescribed by the board of directors， then examined and approved by the board of shareholders.

　　Article 33 the futures brokerage company that established the independent director system shall reasonably stipulates related system on the independent director in the constitution， which contains the nomination， election procedure， functions and powers and allowances of the independent director， to guarantee that the independent director can play a proper role.

　　Chapter 4 the supervisors and board of supervisors

　　Article 34 the futures brokerage company shall establish the board of supervisors and supervisor in accordance with the request by company law. The board of supervisors and supervisor exercise carefully the functions and powers prescribed by company law， examine finance of the company， and exercise supervision for the offence against the law and regulations of the directors and managers. Besides this， the board of supervisors or board of supervisors shall also exercise emphasized supervision for the futures brokerage company on the legitimacy of administration for security money and business innovation activities.

　　Article 35 the public and fair procedure for election and engagement of the supervisor and the complete rules of discussion of the board shall be designated in the company constitution. The meeting of board of supervisors shall be held once every year at least and shall produce the meeting record. The original record， meeting minutes and the specialized report and suggestion documents submitted by the supervisors shall be reserved properly

　　Article 36 the futures brokerage company shall stipulate clearly in the constitution the limit of numbers and scale of the supervisors elected by the holding shareholders， in the case that the numbers of directors elected by the holding shareholders are more than definite proportion of the members of board of directors，

　　Article 37 the supervisors shall possess some specialized knowledge and working experience on finance， audit， law and financial affairs， etc. with a view to fulfill effectively the duty， the board of supervisors or the supervisors may employ or engage temporarily related specialized personnel to assist in work performance， the charges for engagement shall be paid by the futures brokerage company.

　　Article 38 the futures brokerage company shall ensure that the board of supervisors and supervisors know information on the business operation of the company. The supervisor may be present at meetings of the board of directors and office meetings of managers to be informed of the course of major decision-making and ensure the timeliness， fullness and convenience on getting information

.

　　Before no major decision-making is published， the supervisor shall be responsible for keeping the information acquired confidential.

　　Article 39 where the board of supervisors or supervisor observes the director， general manager and other senior administrative personnel in violation against the rules， it shall request the said personnel to correct immediately the offence and report to the agency of china security supervisory commission at company's domicile.

　　Article 40 where the supervisor is informed of the director and manager levels of the company in violation against the company constitution and other information on damaging the interests of the company， shareholder and the investor， if without fulfilling the duty， the responsibility shall rest with the supervisor correspondingly.

　　Chapter 5 the manager levels

　　Article 41 For the term “the manager levels” of the provisions， it shall consist of the general manager and vice-general manager whose qualification for holding office shall be examined and approved by china security supervisory commission.

　　Article 42 the manager levels shall fulfill carefully the duty prescribed by company law.

　　Article 43 the members of the manager levels shall observe the principle of good faith， and shall， in accordance with the law and regulations， exercise carefully and conscientiously the functions and powers within the limit of powers； the said personnel shall not seek such commercial opportunity as belong to the future brokerage company and hold concurrent post in other economic organizations.

　　Article 44 the manager levels devote themselves to their duty conscientiously， upon the basis of business operation in accordance with the law and regulations， as well no damage to social interests， pursue continuously the maximal interests of the futures brokerage company and seek great investment gains for the shareholders.

　　Article 45 the business operation and administration activities conducted by the manager levels， within the limit of powers， in accordance with the law， shall be intervened. The futures brokerage company shall defined the information in the company constitution that the manager levels is entitled to resist the board of shareholders and board of directors （shareholder or director） in violation against administration system on security money and risk control system， as well the request of withdrawing the registered capital， and shall report related information to he agency of china security supervisory commission at company's domicile.

　　Article 46 the reasonable functions shall be established between the members of manager levels， the members of manager levels in charge of the market development and transaction business shall be put in charge of such businesses as settlement-making or risk control business concurrently.

　　Article 47 the manager levels shall report such information as the operating performance， material contract， financial position， safety position of security money， risk position， operating prospects and business innovation of the futures brokerage company to the board of directors， the board of supervisors or the supervisor in the fixed time

　　Article 48 the manager levels shall be subject to the supervision form the board of supervisors or the supervisor， and shall not obstruct and prevent the supervisor from checking and auditing in accordance with the functions and powers.

　　Article 49 the manager levels shall establish and improve various meetings system. The manager levels shall make meetings record in holding meetings， the meetings record shall be submitted to the board of supervisors or the supervisor in the fixed time.

　　Article 50 the futures brokerage company stipulates clearly the emergency measures when the emergency circumstances result in no members of manager levels can fulfill the duty in the company constitution maintain

the steady operation of the futures brokerage company.

　　Chapter 6 the performance evaluation and system of motivation and restraint

　　Article 51 the futures brokerage company shall establish the motivation system that salaries relate with company benefit and personal performance.

　　Article 52 the futures brokerage company shall establish the fair and public standard and procedure of performance evaluation for the director， supervisor and the members of manager levels.

　　Article 53 the form of evaluation， salaries and motivation for manager levels members shall be prescribed by the board of directors or subordinate salaries commission. The board of directors shall take the performance evaluation for the manager levels members as the basis on which the salaries and motivation for the manager levels members shall be arranged. The results and standards of performance evaluation shall be reported to the board of shareholders. No directors， supervisors and manager levels members shall participate in the decision course in which the salaries and performance evaluation of the said personnel shall be decided.

　　Article 54 where the directors， supervisors and manager levels members violate the law， regulations， rules and constitution of the futures brokerage company， and cause the losses to the futures brokerage company， the shareholders and futures investors and bear the direct responsibility， the said personnel shall be investigated.

　　Article 55 the interpretation： the terms “the

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