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

d.

　　Article 40 The term of office of independent directors is the same as the term of other directors， but if reelected the number of term shall not exceed twice. The securities company shall submit relevant materials of the independent director to the CSRC and the dispatched office of CSRC in th

e place of incorporation and the place where the principal business office is situated for the record.

　　Article 41 If an independent director quits or is dismissed prior to the expiration of his term of office， the independent director himself and the securities company shall provide respectively written explanation to shareholders' meeting and the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated.

　　Article 42 The independent director shall exercise the following functions and powers besides the functions and powers authorized by the Company Law and other laws and administrative regulations：

　　（1） to propose convening interim shareholders' meeting to the board of directors or to propose to the supervisory board if the proposal is refused by the board of directors；

　　（2） to propose convening the meeting of the board of directors；

　　（3） to invite the auditing institution or consulting institution based on the necessary for performing duties；

　　（4） to air his independent opinion on such matters as remuneration plans of directors and management personnel of the company， incentive plans etc；

　　（5） to air his independent opinion on the major associated transaction and if necessary report to the dispatched office of CSRC in the place of incorporation and the place where the principal business office is situated. Where the specialized committee is established by the board of directors of the securities company concerning associated transactions and remuneration of superior management personnel， the independent director shall be the convener. The independent director shall submit working report to the annual shareholders' meeting. The independent director shall assume corresponding liabilities if failing to perform his responsibilities.

　　Chapter IV supervisors and supervisory board

　　Article 43 Supervisors of securities companies shall meet the qualification conditions stipulated by laws， administrative regulations and the CSRC， and shall have the qualities for performing duties. Directors and management personnel of the securities company and their lineal kinfolks as well as persons having major social relationship with them shall not hold the position of supervisors of the company. Securities companies are encouraged to invite external professionals to act as supervisors.

　　Article 44 The securities company shall take measures to exactly guarantee supervisors' rights to know， and provide necessary conditions for supervisors to perform duties.

　　Article 45 The supervisory board shall be established in the securities company. The supervisory board shall supervise the finance of the company， acts of directors and management personnel conforming to laws and regulations during the performance of their functions and shall be responsible to the shareholders' meeting. Normative deliberation rules shall be formulated by the supervisory board， which shall be passed by examination 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 46 The chief supervisor shall be appointed in the supervisory board of the securities company. The chief supervisor shall be the convener of meetings of the supervisory board. The vice-chairman supervisor shall be appointed if the number of supervisors is more than 7. The vice-chairman supervisor assists the chief supervisor to work. The chief supervisor or the vice-chairman supervisor shall work as fulltime personnel. Specialized committees may be established under the supervisory board in charge of preparation for meetings of the supervisory board， preservation of minutes and documents of meetings and provide services for supervisors to perform duties.

　　Article 47 Meetings of the supervisory board

shall be held at least twice a year. The minutes of the meetings shall be true and complete and shall be kept at least 15 years as of its completion. Such minutes of the meeting shall be signed by the supervisors and recorders present.

　　Article 48 A supervisory board of the securities company shall exercise the following functions and powers：

　　（1） to examine the financial affairs of the company；

　　（2） to supervise the performance of duties of the board of director and management personnel；

　　（3） to inquire acts of directors and management personnel；

　　（4） to demand directors or the management personnel to make corrections if any of their acts is found to have damaged the interests of the company and clients；

　　（5） to propose convening interim shareholders' meetings；

　　（6） to organize auditing when superior management personnel quit；

　　（7） other functions and powers stipulated in laws， administrative regulations and articles of association of the company.

　　Article 49 The supervisor has the right to know business situations of the company and shall assume corresponding duties of keeping secret. The company shall submit its internal auditing report， normative examination report， monthly or quarterly financial and accounting statements， annual financial and accounting statements and other vital matters to the supervisory board in time. The supervisory board shall make particular explanation for financial situations of the company and situations conforming to regulations to annual shareholders' meeting.

　　Article 50 The supervisory board may request directors， management personnel and relevant persons to attend the meeting of the supervisory board and to answer issues cared about by the supervisory board. If necessary， the supervisory board may particularly examine financial situations of the company and situations conforming to regulations， and may invite external professionals to assist as reasonable fees arising from it shall be assumed by the company. While inspecting acts of the directors and management personnel during the performance of their duties， the supervisory board may inquire matters of directors， management personnel and other persons involved. The directors， managers and other persons involved shall be in a cooperative manner.

　　Article 51 The supervisory board shall demand directors or management personnel to make corrections within the time limit if any of their acts is found to have violated laws， administrative regulations or articles of association of the company， and damaged the interests of the company， shareholders and clients. If damages are serious or directors or management personnel are unable to correct within the time limit， The supervisory board shall propose to convene shareholders' meeting and put forward particular motions to the shareholders' meeting. If any of acts of the board of directors and management personnel of the securities company is found to have seriously violated laws， administrative regulations， the supervisory board shall directly report to the CSRC and its dispatched office. If the supervisor is fully aware or ought to be aware that the acts of the board of directors and managers have violated laws， administrative regulations or articles of association of the company and damaged interests of the company， he shall assume corresponding liabilities owing to his failure to perform duties.

　　Chapter V management personnel

　　Article 52 The management personnel mentioned in these rules refers to other superior management personnel except the chairman of the board， the vice-chairman of the board， the chief supervisor and the vice-chairman supervisor. The management personnel shall meet the qualifications for holding the office of superior management personnel of the securities company. The securities company shall not authorize persons without the qualifications for holding the off

ice to exercise functions and powers of management personnel.

　　Article 53 The composition and scopes of duties of the management personnel shall be specified in articles of association of the securities company.

　　Article 54 The securities company shall adopt open and transparent ways to employ professional as management personnel.

　　Article 55 The management personnel shall work in fulltime， except where laws， administrative regulations or the CSRC provide otherwise.

　　Article 56 The management personnel shall not operate the same category of business as the company they are serving and shall not directly or indirectly invest in the corporation contending with the company they are serving. Unless stipulated in articles of association of the company or approved by the shareholders' meeting， the management personnel shall not make associated transactions with the company they are serving.

　　Article 57 The general manager shall be appointed in the securities company. The general manager shall exercise his functions and rights in accordance with the Company Law and the articles of association and shall be responsible to the board of directors. Where the functions and powers of a securities company are exercised by the way of management committee or executive committee etc， its members shall meet the qualifications for holding the office of superior management personnel of securities companies.

　　Article 58 Detailed rules for the general manager's working shall be form

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