沙隆达B：2010年年度报告(英文版) 2011-03-18(14)

沙隆达B：2010年年度报告(英文版) 2011-03-18

Section V. Corporate Governance Structure

I. Corporate governance of the Company

(I) In the reporting period, the Company continuously improved the legal person corporate governance structure and standardized the operation of the Company, stringently according to requirements of relevant laws and regulations like the Company Law, Securities Law, and Guidelines for the Corporate Governance of Listed Companies, as well as Guiding Opinions on Establishing the Independent Director System in Listed Companies. The actual situation of the legal person governance structure of the Company was basically consistent with the requirements of regulatory documents about corporate governance released by China Securities Regulatory Commission.

In the reporting period, in order to improve quality and transparency of information disclosure of annual report and in accordance with Public Notice on Do Well in Disclosure of Annual Report & Relevant Work (document No.[2009]34) from CSRC and actual conditions of preparation of annual report and disclosure work, the Company formulated Working System on Annual Report for Audit Committee of the Board, Working System on Annual Report for Independent Directors, Report System on Annual Report for the Company, Responsibility System on Serious Errors in Disclosure Annual Report, Administrative System on Report and Submitting Information to Other Units and so on. In this way, the Company intensified factuality, accuracy, completeness and promptness of annual report of the Company and modified inside information of the Company and behavior of insider on buying or selling shares. Meanwhile, the Company implemented Administrative System on Significant Capital Flow so as to improve operation and management level and risk prevention ability.

1. About shareholders and shareholders’ general meeting: The Company earnestly executed relevant laws and statutes as well as Articles of Association and Rules for Procedure of the Shareholders’ General Meeting, and procedure for convening, holding and voting of shareholders’ general meeting was legitimate and valid; the Company full took over shareholders’ interest and ensure that all shareholders, especially minority, enjoyed equal position and exercised shareholders’ rights.

2. About directors and the Board of Directors: the Company earnestly executed relevant laws and statutes as well as Rules for Procedure of the Board of Directors, procedure for convening, holding and voting the Board Meeting were all strictly in accordance with the above rules; directors of the Company are honest, credit and diligent. With attitude of earnest and responsibility, they attended the Board Meeting and Shareholders’ General Meeting, reviewed and examined relevant resolutions, and accepted inquiries from shareholders.

3. About supervisors and the Supervisory Committee: the Company earnestly executed relevant laws and statutes as well as Rules for Procedure of the Supervisory Committee, procedure for convening, holding and voting the Board Meeting were all strictly in accordance with the above rules; all the supervisors of the Company earnestly performed their duties, supervised on operating management, decision-making procedure and financial status as well as diligence and duty performance of directors and senior executives with attitude of being responsible to shareholders, and protected interest of the Company and shareholders.

4. About relationship between the Company and controlling shareholder: controlling shareholder of the Company standardized action, and never directly or indirectly intervened in decision-making and operation of the Company over shareholders’ general meeting; the Company strictly separated in personnel, assets, finance,