上市公司治理准则中英文对照

司治理的有关信息，包括但不限于：

（

1

）董事会、监事会的人员及构成；

（

2

）董事会、监事会的工作及评价；

（

3

）独立董事工作情况及评价，包

括独立董事出席董事会的情况、发表独 立意见的情况及对关联交易、董事

及高级管理人员的任免等事项的意见；

（

4

）各专门委员会的组成及工作情

< br>况；

（

5

）公司治理的实际状况 ，及与本准则存在的差异及其原因；

（

6

）改

进公司治理的具体计划和措施。

2019

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第三节

股东权益的披露

第九十二条

上市公司应按照有关规定，

及时披露持有公司股份比

例较大的 股东以及一致行动时可以实际控制公司的股东或实际控制人的

详细资料。

第九十三条

上市公司应及时了解并披 露公司股份变动的情况以

及其它可能引起股份变动的重要事项。

第九十四条

当上市公司控股股东增持 、

减持或质押公司股份，

或

上市公司控 制权发生转移时，上市公司及其控股股东应及时、准确地向全

体股东披露有关信息。

第八章

附则

第九十五条

本准则自发布之日起施行。

英文：

Code of Corporate Governance for Listed Companies in China

Issued by:

China Securities Regulatory Commission

State Economic and Trade Commission

January 7, 2001

(Zhengjianfa No.1 of 2002)

Code of Corporate Governance for Listed Companies

Preface

In accordance with the basic principles of the Company Law, the

Securities Law and other relevant laws and regulations, as well as

the

commonly

accepted

standards

in

international

corporate

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governance, the Code of Corporate Governance for Listed Companies

(hereinafter referred to as

the establishment and improvement of modern enterprise system by

listed

companies,

to

standardize

the

operation

of

listed

companies

and to bring forward the healthy development of the securities

market of our country.

The

Code

sets

forth,

among

other

things,

the

basic

principles

for

corporate governance

of listed

companies in our country,

the means

for the protection of investors'' interests and rights, the basic

behavior

rules

and

moral

standards

for

directors,

supervisors,

managers and other senior management members of listed companies.

The

Code

is

applicable

to

all

listed

companies

within

the

boundary

of the People''s Republic of China. Listed companies shall act in

the

spirit

of

the

Code

in

their

efforts

to

improve

corporate

governance.

Requirements of the Code shall

be

embodied

when

listed

companies

formulate

or

amend

their

articles

of

association

or

rules

of

governance.

The

Code

is

the

major

measuring

standard

for

evaluating

whether

a

listed

company

has

a

good

corporate

governance

structure,

and

if

major

problems

exist

with

the

corporate

governance

structure

of

a

listed

company,

the

securities

supervision

and

regulation

authorities

may

instruct

the

company

to

make

corrections

in accordance with the Code.

Chapter 1. Shareholders and Shareholders'' Meetings

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(1) Rights of Shareholders

1. As the owner of a company, the shareholders shall enjoy the

legal

rights

stipulated

by

laws,

administrative

regulations

and

the

company''s

articles

of

association.

A

listed

company

shall

establish

a

corporate

governance

structure

sufficient

for

ensuring

the full exercise of shareholders'' rights.

2. The corporate governance structure of a company shall ensure

fair

treatment

toward

all

shareholders,

especially

minority

shareholders.

All

shareholders

are

to

enjoy

equal

rights

and

to

bear

the corresponding duties based on the shares they hold.

3.

Shareholders

shall

have

the

right

to

know

about

and

the

right

to

participate

in

major

matters

of

the

company

set

forth

in

the

laws,

administrative regulations and articles of association. A listed

company shall establish efficient channels of communication with

its shareholders.

4. Shareholders shall have the right to protect their interests

and

rights

through

civil

litigation

or

other

legal

means

in

accordance with laws and administrative regulations. In the event

the resolutions of shareholders'' meetings or the resolutions of

the board of directors are in breach of laws and administrative

regulations

or

infringe

on

shareholders''

legal

interests

and

rights,

the

shareholders

shall

have

the

right

to

initiate

litigation

to

stop

such

breach

or

infringement.

The

directors,

supervisors

and

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managers of the company shall bear the liability of compensation

in cases where they violate laws, administrative regulations or

articles

of

association

and

cause

damages

to

the

company

during

the

performance of their duties. Shareholders shall have the right to

request

the

company

to

sue

for

such

compensation

in

accordance

with

law.

(2) Rules for Shareholders'' Meetings

5.

A

listed

company

shall

set

out

convening

and

voting

procedures

for

shareholders''

meetings

in

its

articles

of

association,

including

rules

governing

such

matters

as

notification,

registration,

review

of

proposals,

voting,

counting

of

votes,

announcement

of

voting

results,

formulation

of

resolutions,

recording of minutes and signatories, public announcement, etc.

6. The board of directors shall earnestly study and arrange the

agenda

for

a

shareholders''

meeting.

During

a

shareholders''

meeting,

each

item

on

the

agenda

shall

be

given

a

reasonable

amount

of time for discussion.

7. A listed company shall state in its articles of association

the

principles

for

the

shareholders''

meeting

to

grant

authorization

to

the

board

of

directors.

The

content

of

such

authorization shall be explicit and concrete.

8.

Besides

ensuring

that

shareholders''

meetings

proceed

legally

and

effectively,

a

listed

company

shall

make

every

effort,

including

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fully utilizing modern information technology means, to increase

the number of shareholders attending the shareholders'' meetings.

The time and location of the shareholders'' meetings shall be set

so as to allow the maximum number of shareholders to participate.

9. The shareholders can either be present at the shareholders''

meetings

in

person

or

they

may

appoint

a

proxy

to

vote

on

their

behalf,

and both means of voting possess the same legal effect.

10. The board of directors, independent directors and qualified

shareholders

of

a

listed

company

may

solicit

for

the

shareholders''

right

to

vote

in

a

shareholders''

meeting.

No

payments

shall

be

made

to

the

shareholders

for

such

solicitation,

and

adequate

information

shall

be

provided

to

persons

whose

voting

rights

are

being

solicited.

11.

Iinstitutional

investors

shall

play

a

role

in

the

appointment

of

company

directors,

the

compensation

and

supervision

of

management and major decision-making processes.

(3) Related Party Transactions

12. Written agreements shall be entered into for related party

transactions

among

a

listed

company

and

its

connected

parties.

Such

agreements shall observe principles of equality, voluntarity, and

making

compensation

for

equal

value.

The

contents

of

such

agreements

shall

be

specific

and

concrete.

Matters

such

as

the

signing,

amendment, termination and execution of such agreements shall be

2019

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disclosed

by

the

listed

company

in

accordance

with

relevant

regulations.

13. Efficient measures shall be adopted by a listed company to

prevent its connected parties from interfering with the operation

of

the

company

and

damaging

the

company''s

interests

by

monopolizing

purchase

or

sales

channels.

Related

party

transactions

shall

observe

commercial

principles.

In

principle,

the

prices

for

related

party transactions shall not deviate from an independent third

party''s

market

price

or

charging

standard.

The

company

shall

fully

disclose the basis for pricing for related party transactions.

14. The assets of a listed company belong to the company. The

company

shall

adopt

efficient

measures

to

prevent

its

shareholders

and

their

affiliates

from

misappropriating

or

transferring

the

capital, assets or other resources of the company through various

means. A listed

company shall

not

provide

financial

guarantees for

its shareholders or their affiliates.

Chapter 2. Listed Company and Its Controlling Shareholders

(1) Behavior Rules for Controlling Shareholders

15.

During

the

restructuring

and

reorganization

of

a

company

that

plans

to

list,

the

controlling

shareholders

shall

observe

the

principle

of

restructuring,

then

listing

and

shall

emphasize the establishment of a reasonably balanced shareholding

structure.

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16.

During

the

restructuring

and

reorganization

of

a

company

that

plans

to

list,

the

controlling

shareholders

shall

sever

the

company''s social functions and strip out non-operational assets.

Non- operational

institutions,

welfare

institutions

and

their

facilities shall not be included in the listed company.

17.

Controlling

shareholders''

remaining

enterprises

or

institutions that provide services for the major business of the

listed company may be restructured into specialized companies in

accordance

with

the

principles

of

specialization

and

market

practice, and may enter into relevant agreements with the listed

company

in

accordance

with

commercial

principles.

Remaining

enterprises

engaged

in

other

businesses

shall

increase

their

capability of independent development. Remaining enterprises not

capable to continue operation shall exit the market, through such

channels

as

bankruptcy,

in

accordance

with

relevant

laws

and

regulations.

Enterprises

meeting

certain

requirements

during

restructuring may sever all their social functions and disperse

surplus employees at one time and keep no remaining enterprises.

18.

The

controlling

shareholders

shall

support

the

listed

company

to further reform labor, personnel and distribution systems, to

transform operational and managerial mechanisms, and to establish

such

systems

as:

management

selection

through

bidding

and

competition,

with

the

chance

for

both

promotion

and

demotion;

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