关于在上市公司建立独立董事制度的指导意见 Establishment of Independent Director Systems by Listed Companies Guiding Opini

inimum ratio required herein, the written resignation of the said Independent Director should only enter into effect after his successor as Independent Director fills the vacancy.

　　5. Listed Companies Should Fully Exploit The Advantage Of Having Independent Directors

　　So that the advantage of having Independent Directors is fully exploited, in addition to the functions and powers granted directors under the Company Law and other relevant laws and regulations, listed companies should grant Independent Directors the following special functions and powers:

　　(1) major connected transactions (namely proposed connected transactions between the listed company and a connected person with a total value of more than Rmb3 million or more than 5% of the listed company's most recently audited net asset value) should be submitted to the board of directors for deliberation after the approval of the Independent Directors;

　　1) before rendering their judgment, Independent Directors may engage an intermediary organization to issue an independent financial consultant report for use as a basis for rendering their judgment;

　　2) proposing the engagement or dismissal of an accounting firm to the board of directors;

　　3) proposing to the board of directors the convening of an extraordinary shareholders' general meeting;

　　4) proposing the convening of a meeting of the board of directors;

　　5) independently engaging external auditing institutions and consultancies; and

　　6) openly soliciting shareholders' voting rights before the holding of a shareholders' general meeting;

　　(2) Independent Directors should obtain the consent of at least half of all the Independent Directors before exercising the afore-mentioned functions and powers.

　　(3) If any of the afore-mentioned proposals was not accepted or any of the afore-mentioned functions and powers could not be exercised normally, the listed company should disclose the details thereof.

　　(4) If a listed company establishes a remuneration committee, audit committee, nomination committee or other s

uch committees under the board of directors, Independent Directors should account for at least one-half of the members thereof.

　　6. Independent Directors Should Express Independent Opinions On Material Matters Of The Listed Company

　　(1) In addition to performing the duties and responsibilities mentioned above, an Independent Director should express his independent opinion to the board of directors or the shareholders' general meeting on the following matters:

　　1) the nomination, appointment and removal of directors;

　　2) the engagement or dismissal of senior management personnel;

　　3) the remuneration of the company's directors and senior management personnel;

　　4) existing or new loans totaling more than Rmb3 million or more than 5% of the listed company's most recently audited net asset value extended to the listed company by its shareholders, persons in actual control or affiliates or other transactions involving funds amounting to more than Rmb3 million or more than 5% of the listed company's most recently audited net asset value between the listed company and its shareholders, persons in actual control or affiliates, and whether the company has taken effective measures to recover the monies owed;

　　5) matters that may, in an Independent Director's opinion, prejudice the rights and interests of small and medium shareholders; and

　　6) other matters specified in the company's articles of association.

　　(2) Concerning the afore-mentioned matters, an Independent Director should express one of the opinions set forth below:

　　(3) If the relevant matter is a matter requiring disclosure, the listed company should make a public announcement of the Independent Directors' opinions. If the Independent Directors fail to reach a consensus in their opinions, the listed company should disclose each of the Independent Directors' respective opinions.

　　7. Listed Companies Should Provide The Necessary Conditions To Ensure That The Independent Directors Effectively Exercise Their Functions And Powers

　　(1) Listed companies should ensure that their Independent Directors enjoy the same right-to-know as other directors. For any matters that require the decision of the board of directors, listed companies must give Independent Directors prior notice by the statutory deadline and provide them sufficient information. If an Independent Director is of the opinion that the information provided is insufficient, he may ask for further information. If two or more Independent Directors are of the opinion that the information provided is insufficient or the arguments made are unclear they may jointly propose to the board of directors in writing that the meeting of the board or the deliberations on the matter in question be postponed. The board of directors should accept such a proposal.

　　The information provided to an Independent Director by a listed company should be preserved by the listed company and the Independent Director himself for a period of at least five years.

　　(2) Listed companies should provide the working conditions necessary for their Independent Directors to perform their duties and responsibilities. The secretary of the board of directors of a listed company should actively provide the assistance necessary for an Independent Director to perform his duties and responsibilities, e.g. explaining circumstances, providing materials, etc. The secretary of the board should carry out with the stock exchange in a timely manner the matters relating to the public announcement of those independent opinions, proposals and written statements provided by Independent Directors that should be publicly announced.

　　(3) When an Independent Director is exercising his functions and powers, the relevant personnel of the listed company should actively cooperate with him and may not refuse to do so, hinder him, conceal information from him

or interfere with his independently exercising his functions and powers.

　　(4) The expenses incurred by Independent Directors when engaging intermediary organizations or required when otherwise exercising their functions and powers should be borne by the listed company.

　　(5) Listed companies should provide an appropriate allowance to their Independent Directors. The proposed rate for such allowance should be formulated by the board of directors, deliberated and adopted by the shareholders' general meeting and disclosed in the company's annual report.

　　Independent Directors should not receive any extra, undisclosed benefits from the listed company, its principal shareholders or organizations or individuals with a material interest in the listed company other than the afore-mentioned allowance.

　　(6) Listed companies may establish necessary Independent Director liability insurance systems in order to mitigate the risks that may arise in the normal performance by Independent Directors of their duties and responsibilities

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