证券公司治理准则（试行） Circular on issuing the rules for governance of securities companies (For Trial Impleme

t relevant situations to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated.

　　Article 19 The shareholders' meeting of securities companies shall put down the minutes of shareholders' meeting. The minutes of shareholders' meetings shall be true and complete and shall be kept at least 15 years as of the date of its completion. The resolution of the shareholders' meeting and relevant documents shall be submitted by Securities companies to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated for the record.

　　Article 20 When a director of the board or a supervisor is dismissed prior to the expiration of his term of office， the shareholders' meeting of the securities company shall account for it. The director of the board or the supervisor dismissed has the right to set forth his opinions to the shareholders' meeting， the CSRC or the dispatched office of CSRC.

　　Section 3 Particulars on the relationship between securities companies and shareholders

　　Article 21 Holding shareholders of a securities company shall not make use of their controlling status to damage lawful rights and interests of the company， other shareholders and clients of the company.

　　Article 22 Holding shareholders of a securities company shall not overstep the shareholders' meeting and the board of directors to appoint and dismiss directors， supervisors and superior management personnel. Holding shareholders of a securities company shall not overstep the shareholders' meeting and the board of directors to interfere in operation and management of the company.

　　Article 23 A securities company shall be strictly separated from its holding shareholders in operation， personnel， organization， assets， finance， offices etc and independently operate， account， assume liabilities and risks.

　　Article 24 Holding shareholders of a securities company and their associates shall undertake effective measures to prevent themselves from contending with their holding securities company in b

usiness. Securities companies controlling other securities companies shall not damage interests of the controlled companies.

　　Article 25 The associated transaction between securities companies' shareholders and associates shall not damage lawful rights and interests of securities companies and their clients. The major associated transaction and procedures of its disclosure and voting shall be stipulated in articles of association of the securities company. The securities company shall report relevant situations to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated within 10 working days as of occurrence of the major associated transaction.

　　Article 26 The securities company and its shareholders （or associates of shareholders， as referred to hereinafter） shall not do as follows：

　　（1） making promises concerning profits and dividends given to shareholders not less than some scale；

　　（2） holding stock rights of shareholders except where laws， administrative regulations or the CSRC provide otherwise；

　　（3） directly or indirectly provide financing or guarantee for shareholders；

　　（4） shareholders' occupying and using assets of the company or assets of clients kept in the company；

　　（5） The securities company's giving unjust benefits to shareholders through buying large quantities of securities held by shareholders；

　　（6） other conduct forbidden by laws， administrative regulations or the CSRC.

　　Chapter III Directors and the board of directors

　　Section 1 Director

　　Article 27 Directors of securities companies shall meet the qualification conditions stipulated by the Company Law， the Securities Law and the CSRC， and shall have the qualities for performing duties.

　　Article 28 The qualification for holding office， the procedures for appointment and dismiss， rights and obligations， term of office etc of directors shall be specified in articles of association of the securities company.

　　Article 29 The securities company shall take measures to exactly guarantee directors' rights to know， and provide necessary conditions for directors to perform duties. External directors including independent directors shall ensure enough time and energy to perform duties.

　　Section 2 the board of directors

　　Article 30 The number of directors shall be specified in articles of association of the securities company. The ration of internal directors among directors shall not exceed one second. Securities companies are encouraged to inviting external professionals to act as directors.

　　Article 31 The articles of association of the securities company shall specify the chairman's performance of duties in time of the chairman failing to perform duties or the vacancy of chairman.

　　Article 32 The duties of the board of directors shall be specified in articles of association of the securities company. Where the board of directors authorizes its chairman to perform part of its functions and powers when the meeting of the board is not in session， the matters authorized shall be specific and clear. The matters concerning vital interests of the company shall not be authorized to the chairman of the board to decide. The matters concerning vital interests of the company shall be specified in articles of association.

　　Article 33 Normative rules for convening procedures of the board of directors， deliberation and voting shall be stipulated by the board of directors， which shall be passed by voting of shareholders' meeting， and shall be submitted to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated for the record.

　　Article 34 Meetings of the board of directors shall be held at least twice a year. The minutes of the meetings shall be true and complete and shall be kept at lea

st 15 years as of its completion. Such minutes of the meeting shall be signed by the directors and recorders present.

　　Article 35 The board of directors and its chairman shall exercise its functions and powers in the scope stipulated by laws， administrative regulations， the CSRC and the articles of association， and shall not exceed their powers to interfere in operation and management by management personnel. When the board of directors examines relevant associated transactions， the director assigned by the affiliate shall withdraw when voting.

　　Article 36 Where a resolution of the board of directors violates laws， administrative regulations， provisions stipulated by the CSRC or the articles of association of the company， shareholders or supervisors have the right to demand that such resolution should be stopped immediately.

　　Article 37 Specialized committees shall be established by the board of directors on risk management， audit and other such matters. The independent director shall act as the convener in the auditing committee. Specialized committees may invite external professionals to provide services and reasonable fees arising from it shall be assumed by the company. Specialized committees shall submit working reports to the board of directors.

　　Article 38 The securities company shall appoint the secretary of the board of directors or establish specialized institution， which is in charge of preparation for shareholders' meeting， meeting of the board and meeting of the specialized committee； preservation of minutes and documents of meetings； information disclosure and other daily matters， as well as matters such as submitting documents of shareholders' meeting， meeting of the board and supervisory board to the dispatched office of the CSRC for the record.

　　Section 3 Independent director

　　Article 39 Securities companies shall set independent directors in accordance with provisions stipulated by the CSRC. The independent director shall grasp basic knowledge on securities market and relevant laws and administrative regulations， and shall be faithful and shall have working experiences more than 5 years. None of the following persons may hold the position of independent directors：

　　（1） a person working in the securities company or its affiliate company and his lineal kinfolks as well as persons having major social relationship with him；

　　（2） a person working in a shareholder company holding or controlling more than 5 percent shares of the securities company or in a top 5 shareholder company of the securities company and his lineal kinfolks as well as persons having major social relationship with him；

　　（3） a natural individual shareholder holding or controlling more than 5 percent shares of the securities company and his lineal kinfolks as well as persons having major social relationship with him；

　　（4） a person providing financial， legal， consulting services etc for the securities company and its associates， and his lineal kinfolks as well as persons having major social relationship with him；

　　（5） a person having experienced one of above four situations in the most recent one year；

　　（6） a person acting as a director in other securities company；

　　（7） other persons stipulated in articles of association of the company；

　　（8） other persons determined by the CSRC. If one of the above situations occurs to an independent director， the securities company shall dismiss him in time and report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situate

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