GTA CG-2012 CHINA LISTED FIRM’S CORPORATE … CHINA LISTED FIRM’S CORPORATE GOVERNANCE RESEARCH DATABASE USER GUIDE GTA Information Technology Company Limited

GTA_CG-2012

CHINA LISTED FIRM’S CORPORATE GOVERNANCE

RESEARCH DATABASE

USER GUIDE USER GUIDE

GTA Information Technology Company Limited

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Address: 21st Floor, Zhongshen Building, 7003 Beihuan Avenue, Shenzhen, P. R. China Website: www.gtadata.com E-mail: [email protected] Telephone: 400-609-6665 800-999-3099 Fax: 86-755-8394 0070

Contents CONTENTS.................................................................................................................................................. I

USER LICENSE AGREEMENT...............................................................................................................II

I. PRODUCT DEVELOPMENT DESCRIPTION....................................................................................1

II. HOW TO USE THIS GUIDE.................................................................................................................2

1. Target Users .....................................................................................................................................2

2. Components of this Guide................................................................................................................2

III. INTRODUCTION TO THE PRODUCT.............................................................................................3

1. Contents ...........................................................................................................................................3

2. Features ............................................................................................................................................3

3. Use Type ..........................................................................................................................................4

IV. DESCRIPTION OF THE DATABASE ................................................................................................5

1. General Structure .............................................................................................................................5

2. Product Statistics..............................................................................................................................7

3. Special Codes...................................................................................................................................7

V. DATA STRUCTURE AND DESCRIPTIONS .......................................................................................8

APPENDIX 1 EVOLUTION OF CORPORATE GOVERNANCE IN CHINA ................................46

APPENDIX 2 REFERENCE REGULATIONS....................................................................................49

APPENDIX 3 GLOSSARY ....................................................................................................................53

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Address: 21st Floor, Zhongshen Building, 7003 Beihuan Avenue, Shenzhen, P. R. China Website: www.gtadata.com E-mail: [email protected] Telephone: 400-609-6665 800-999-3099 Fax:

86-755-8394 0070

User License Agreement

Statement of Copyright and All Other Rights

China Listed Firm’s Corporate Governance Research Database (GTA_CG Database) is designed and developed by the GTA Information Technology Company Limited (GTA IT Co., Ltd.).

All rights of GTA_CG Database and its related files are vested in the GTA IT Co., Ltd. Such rights are protected under the national Copyright Laws and Trademark Laws of the People’s Republic of China, and under the provisions of the International Copyrights Agreement. GTA IT Co., Ltd. takes charge of activities related to updating, maintaining, and promoting GTA_CG Database. Users of GTA_CG Database may not delete the Statement of Copyright from the system. Users of the Database must guarantee that all authorized installed copies of the system (in part or whole) carry the Statement of Copyright; users must also agree to prevent any unauthorized reproduction of GTA_CG Database, or any of its files. Unauthorized copying or distribution of the content of GTA_CG Database or any of its files, in part or whole, will be liable to prosecution.

The China Listed Firm’s Corporate Governance Research Database is a registered name protected by trademark laws and all other laws on rights protection.

Statement on User License Agreement

The two parties to this User License Agreement are the User - individual or organizational - of the Database, and Shenzhen GTA Information Technology Company Limited (GTA IT Co., Ltd.). Before using the Database, the User must accept the Agreement by endorsing it. In case of objections to the Agreement, the User should not use this Database. Instead, the software, with its seal intact, should be returned together with a written declaration to GTA IT Co., Ltd., within 30 days.

Terms of the License Agreement

The User acknowledges that the GTA IT Co., Ltd. and its related data suppliers have spent considerable effort, time, and money in developing GTA_CG Database.

The User, under pledge of this Agreement, is not to transfer or sell, or make available, GTA_CG Database, in part or whole, to any third party. Under this Agreement, the right to use GTA_CG Database is granted to the User only.

The User must agree and guarantee that all necessary and appropriate precautions will be taken to protect the copyright and all other rights of GTA_CG Database and its data.

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The User must inform all its users regarding the copyright of GTA_CG Database and this User License Agreement. The User must also request all its users to abide by the copyright declaration, and all the clauses contained in this Agreement.

Before the expiration of the User License Agreement, the User agrees to be held liable for all the obligations and responsibilities stipulated in the Agreement.

After-sale Guarantee

GTA IT Co., Ltd. guarantees that GTA_CG Database and its medium of storage will run without defects under normal circumstances. Should there be any defects (to be verified by GTA IT Co., Ltd.) within 90 days of purchase, GTA IT Co., Ltd. will undertake all obligations to provide a replacement for GTA_CG Database. GTA_CG Database thus replaced will be guaranteed for the remaining time of the original 90-day guarantee, or for 30 days whichever is longer. GTA IT Co., Ltd. will not be liable for defects caused by accidents, errors on the part of the User, or by failure to use GTA_CG Database in accordance with the instructions provided.

Termination of the User License

Should the User violate any clause stipulated in this Agreement, GTA IT Co., Ltd. can terminate the User License at any time and with immediate effetc. Upon termination of the User License, the User must immediately destroy all copies of GTA_CG Database and its files, or return them to GTA IT Co., Ltd.

Governing Laws of the Agreement

Copyright Law and Trademark Law of the People’s Republic of China, and International Copyright Agreement.

Disclaimer

GTA IT Co., Ltd. makes its best endeavors to provide the User with data that are reliable and accurate. However, GTA IT Co., Ltd. cannot guarantee the total accuracy or completeness of such data. Under no circumstances will GTA IT Co., Ltd. be held liable for any profit loss, damage (whether direct or indirect, extraordinary or accidental, unavoidable or occasional), or expense arising from the use of the data provided.

GTA IT Co., Ltd. makes its best endeavors to update GTA_CG Database as often as possible. However, GTA IT Co., Ltd. assumes no liability or responsibility for any loss caused by the data provided with regard to timeliness or “recentness”. In case of errors in GTA_CG Database or its files, the User should try to

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86-755-8394 0070

notify GTA IT Co., Ltd. immediately; GTA IT Co., Ltd. will do its best to rectify such errors in the next update of GTA_CG Database.

In case of questions concerning this Agreement, please contact:

GTA Information Technology Company Limited

Address 21st Floor, Zhongshen Building, 7003 Beihuan Avenue, Shenzhen, P. R. China Postal Code: 518034 Telephone: 400-609-6665 800-999-3099 Fax 86-755-8394 0070 E-mail: [email protected] Website: www.gtadata.com

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Address: 21st Floor, Zhongshen Building, 7003 Beihuan Avenue, Shenzhen, P. R. China Website: www.gtadata.com [email protected] Telephone: 400-609-6665 800-999-3099 Fax: 86-755-8394 0070

I. Product Development Description Developed on the basis of the original version, the latest China Listed Firm’s Corporate Governance Research Database is a special topic database covering profiles, annual emolument and number of shareholdings of managerial staff of China listed companies, changes of equity structure, changes of board chairman and general manager of listed companies, shareholders’ meetings and executive equity incentives of listed companies.

By fully drawing on the design mode of internationally renowned companies’ governance and databases, such as CSID, and combining Chinese stock market’s characteristics and actual situation, the GTA_CG Database provides detailed information, including profiles, annual emolument and number of shareholdings of managerial staffs of China listed companies, changes of equity structure, changes of board chairman and general manager of listed companies, shareholders’ meeting, basic information, emolument, shareholding, change, independency of executives, such as board chairman, directors, supervisors, and general managers, as well as board meeting, supervisors’ meeting, shareholder’s meeting, and establishment of commissions. In addition, information on independent directors is also provided, containing number of independent directors, consistency between working place of independent directors and the listed company, Attendance Information of Independent Directors, and their opinions. As for change in equity structure of listed company, we provide name of transferor, name of transferee, nature of share, proportion of share transferred, change mode, transfer price per share, number of shares transferred, identification code for related party transaction, identification code for changes in the largest shareholder, proportion of shareholding of controlling shareholder before / after transfer, etc. In terms of top ten shareholders of listed companies, we offer name of shareholder, number of shareholding, proportion of shareholding, nature of share, etc.

Executive incentives have attracted more and more concerns these years, since the performance of executives (top managerial staff) is a core factor that decides overall management level and operation effectiveness of an enterprise. How to inspire executives to fully play their potentials and create maximum economic value for the enterprise and its shareholders becomes the main concern of board of directors and boss. Therefore, GTA especially collects and settles relative data on implementation of equity incentives and individual incentives, aiming to provide users with the fastest and most detailed data service.

We hope that the release of China Listed Firm’s Corporate Governance Research Database will not only lead to an accelerated and quality development of research on the China listed firm’s corporate governance for finance and accounting academics, individual and institutional researchers, such as financial institutions, especially the security companies, futures companies, fund companies and investment banks, but also add more breadth and depth to China stock market research activities that will enhance the structured development of the China stock market.

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II. How to Use this Guide This User Guide is for the China Listed Firm’s Corporate Governance Research Database (Hereinafter abbreviated as GTA_CG Database).

The data range is from 1999 to 2011.

1. Target Users

The information and data provided by the database are intended mainly for academic research. Target users include finance, economics and management scholars of higher education, and organizations or its individuals engaged in research work of the China financial market, such as financial institutions, especially security companies, fund companies and investment banks.

2. Components of this Guide

This Guide comprises three parts. They are:

User License Agreement Statement of Copyright and all other rights; Statement on User License Agreement; Terms of the License Agreement; After-sale Guarantee; Termination of the User License; Governing Laws of the Agreement; and Disclaimer.

Product Development Description, How to Use This Guide, Introduction to the Product, Description of the Database, Data Structure and Descriptions

Appendix Evolution of Corporate Governance in China, Reference Regulations, and Glossary.

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III. Introduction to the Product

1. Contents

The GTA_CG Database collects information of directors, supervisors and management and changes of directors, general managers and equity structure of China listed A-share companies publicly disclosed since 1999, including profiles and annual salaries of senior management, annual emolument range of each listed company, changes of directors and general managers, change in composition of board of directors and board of supervisors and change in equity structure.

2. Features

Comprehensiveness

The database records all information on relevant research subjects and fields obtained from materials of authorized institutions. It has incomparable comprehensiveness with other similar domestic database. The data items are comprehensive and complete, and a reasonable number of empty data fields have been reserved to meet future expansion needs.

Accuracy

Designed and developed for the purpose of academic research, the database offers a high degree of accuracy. We have performed, entry-by-entry, meticulous proofreading and checking. On top of that, we have also conducted rigorous verification and confirmation in various ways, thus eliminating the occurrence of errors and ensuring data are accurate.

Timeliness

The database will be updated annually in a regular way and supplemented irregularly to ensure its continuity and timeliness.

Compatibility

By drawing on the experiences of internationally renowned databases, such as IRRC (The Investor Responsibility Research Center), the CSMAR-IPO-A Database applies internationally accepted techniques to ensure that its data are compatible with international standards.

Convenience

The database has an open data structure and can be retrieved as a FoxPro, Excel, or TXT file with specialized GTA data software system. It can also be directly accessed through the statistical analysis software of SAS and SPSS, and the computer languages Fortran, C, or Pascal. Data

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classification is logical and well defined, making the searching of financial data according to certain selection criteria fast and convenient.

3. Use Type

To meet different needs of various users, we provide two types of services:

We provide to the user the entire database. At any time, a user can access the data in the database according to his or her needs. Data are integrated in special GTA format, and supported by specialized data soft system developed by GTA. As for detailed use, please refer to software user guide.

We provide to a user only those parts of the database that answer the particular needs of the user. This kind of service has the advantage that a user does not need to be familiar with the data structure and retrieval procedures, which is in the charge of specialized customer service department of GTA.

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IV. Description of the Database

1. General Structure

The general structure of the database is as follows,

File Name Domain Type Field

NumberRange Frequency Sources

Company Profile Profile 13 Annual

Periodic announcements from companies listed in the SSE and SZSE.

Top Ten Shareholders Equity &

Shareholder 7 1999- Semi-Annual


Top Ten Negotiable Shareholders

Equity & Shareholder

6 2003- Quarterly


Equity Structure Equity &

Shareholder 22 1999- Annual


Corporate Governance Information

Profile 32 1999- Annual


Changes in Shareholding of Directors, Supervisors, Executives and Relevant Persons

Equity & Shareholder

15 2004- Daily

Periodic and ad hoc announcements from companies listed in the SSE and SZSE.

Transfer of Equity Equity &

Shareholder 23 1999- Daily


Meeting Information Meeting 5 2001- Annual


Shareholders’ Meeting Meeting 8 2001- Daily Periodic and ad hoc

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Information announcements from companies listed in the SSE and SZSE.

Executive Profile Executives 16 1999- Annual


Concurrent Post Information

Executives 6 2001- Annual


Annual Emolument Ranges

Profile 7 1999- Annual


Changes in Board Chairman and General Manager

Executives 17 1999- Daily


Meeting Attendance of Independent Directors

Executives 6 2004- Annual


Independent Director’s Opinion

Executives 5 2001- Daily


Member of Commission Executives 8 2001- Daily


Implementation of Equity Incentives

Profile 26 2005- Daily


Executive Incentives Executives 10 2005- Daily


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2. Product Statistics

The GTA_CG database (2012) has 18 files, containing 232 fields.

Annual Report (Year) Number of Report

1999 949

2000 1108

2001 1163 2002 1229 2003 1288 2004 1378 2005 1375 2006 1456 2007 1572 2008 1626 2009 1774 2010 2129 Total 17047

3. Special Codes

1. Data Sources

Data are obtained first-hand from the authoritative data sources, including Securities Times, Shanghai Securities News and China Securities Journal assigned by Shanghai Stock Exchange and Shenzhen Stock Exchange. To ensure the accuracy of data, we have adopted the internationally accepted data checking methods, applying a number of quantitative data verification techniques with many data from other sources for double-checking, thus eliminating the occurrence of errors and ensuring the accuracy of data.

2. Executive Profile

Due to different concepts on reward and emolument disclosed in annual reports of listed companies, the database formulate the standard to avoid data errors, that is, reward = emolument + allowance. If annual report discloses some one does not receive emolument, but his name and relevant emolument are listed, which is confirmed to be his allowance, then the data of “Emolument Receivable Code” is recorded as “no”.

GTA_CG

8 Address: 21st Floor, Zhongshen Building, 7003 Beihuan Avenue, Shenzhen, P. R. China Website: www.gtadata.com E-mail: [email protected] Telephone: 400-609-6665 800-999-3099 Fax: 86-755-8394 0070

V. Data Structure and Descriptions

1. Company Profile (CG_Co)

Field Type

SN Field

Name Field Content

Type LengthDecimal

Digits

Unit Special

Value Description

1 Stkcd Stock Code C 6 Stock code released by stock exchange

2 Stknme Stock Acronym C 20

3 Stktype Type of Stock C 1 A = A-share, B = B-share, H = H-share.

4 Crcd Cross-referencing Code of A, B

and H Share C 50

Other stock codes issued by the same company, subject to the stock

code released by the stock exchange.

5 Repttype Type of Announcement C 1

1 = Annual Report, 2 = Interim Report, 3 = Quarterly Report, 4 =

Listing Announcement, 5 = Prospectus, 6 = Seasoned New Issue, 7 =

Rights Offering, 8 = Listing Announcement of Employee Shares, 9 =

Other Ad Hoc Announcement

6 Reptdt Statistical Deadline C 10

Denoted by YYYY-MM-DD; partly missing data denoted by 00 in

the corresponding position, e.g. 1993-12-00 denotes a certain day in

December 1993

7 Conmee Company Name C 200 Full name of the company released by the stock exchanges

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Field Type

SN Field

Name Field Content

Type LengthDecimal

Digits

Unit Special

Value Description

8 Coensnm Company Acronym C 40 Information released by the stock exchanges

9 Nindnme Industry Name B C 150

Based on Industry Classifying Guideline of Listed Companies (2001)

released by the CSRC and Industry Acronym released by the SZSE.

As for details, please refer to List of Listed companies.

10 Nindcd Industry Code B C 5 Based on Industry Classifying Guideline of Listed Companies (2001)

released by the CSRC.

11 Indnme Industry Name A C 50 Based on Industry Classifying Guideline of Listed Companies (1999)


12 Indcd Industry Code A C 5 Based on Industry Classifying Guideline of Listed Companies (1999)


13 Regcap Registered Capital N 20 2 CNY Information of company introduction disclosed in report.

2. Top Ten Shareholders (CG_Sharehold)

Field Type

SN Field Name Field Content Type Length

Decimal

Digits

Unit Special

Value Description


GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description




December 1993

3 S0101b Name of Shareholder C 400 Name of Shareholder disclosed by listed company

4 S0201b Number of Shareholding N 20 2 share

5 S0301b Proportion of Shareholding N 14 4 %

6 S0401b Nature of Share C 150

7 S0501b Rank of Shareholding N 6 0 The rank of the shareholder among the top ten shareholders.

3. Top Ten Negotiable Shareholders (CG_Csharehold)

Field Type


Decimal

Digits

Unit Special

Value Description


GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description



the corresponding position, e.g. 1993-12-00 denotes a certain day

in December 1993

3 C0101b Name of Shareholder C 400 Name of Shareholder disclosed by listed company

4 C0201b Number of Shareholding N 20 2 share

5 C0301b Nature of Share C 100

6 C0401b Rank of Shareholding N 6 0 The rank of the shareholder among the top ten shareholders.

4. Equity Structure (CG_Capchg)

Field Type


Decimal

Digits

Unit Special

Value Description


2 Reptdt Statistical Deadline C 10 Denoted by YYYY-MM-DD; partly missing data denoted by 00 in


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Field Type


Decimal

Digits

Unit Special

Value Description

December 1993

3 Nshrttl Total Number of Shares N 15 2 share

4 Nshrnn Including: Number of

Non-negotiable Shares N 15 2 share

5 Nshrstt Including: Number of

State-owned Shares N 15 2 share including state share and state-owned legal person share

6 Nshrlpd

Including: Number of

Domestic Promoter’s Legal

Person Shares

N 15 2 share

7 Nshrlpf

Including: Number of Foreign

Promoter’s Legal Person

Shares

N 15 2 share

8 Nshrlpn Including: Number of Raised

Legal Person Shares N 15 2 share

9 Nshremp Including: Number of

Employee Shares N 15 2 share

10 Nshrmf Including: Number of Shares

Placed with Investment Fund N 15 2 share

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Field Type


Decimal

Digits

Unit Special

Value Description

11 Nshrrot Including: Number of Transfer

Right Shares N 15 2 share

12 Nshrprf Including: Number of

Preference Shares N 15 2 share

13 Nshrunl

Including: Number of

Non-negotiable Portion of

Negotiable Shares

N 15 2 share

14 Nshrsms Including: Number of

Executive Shares N 15 2 share

15 Nshrglea Including: Number of Shares

Placed with Legal Person N 15 2 share

16 Nshrsina Including: Number of Shares

Placed with Strategic Investor N 15 2 share

17 Nshrlpo Including: Number of Other

Shares N 15 2 share

18 Nshrn Number of Negotiable Shares N 15 2 share

19 Nshra Including: Number of

Negotiable A Shares N 15 2 share

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Field Type


Decimal

Digits

Unit Special

Value Description

20 Nshrb Including: Number of

Negotiable B Shares N 15 2 share

21 Nshrh Including: Number of

Negotiable H Shares N 15 2 share

22 Nshroft Including: Number of Other

Overseas Negotiable Shares N 15 2 share

5. Corporate Governance Information (CG_Ybasic)

Field Type

SN Field Name Field Content Type

Lengt

h

Decimal

Digits

Unit Special

Value Description

1 stkcd Stock Code C 6 Stock code released by stock exchange

2 reptdt Statistical Deadline C 10

Denoted by YYYY-MM-DD; partly missing data denoted by 00

in the corresponding position, e.g. 1993-12-00 denotes a certain

day in December 1993

3 Annodt Announcement Date C 10

The announcement date of the annul report. Denoted by

YYYY-MM-DD; partly missing data denoted by 00 in the

corresponding position, e.g. 1993-12-00 denotes a certain day in

December 1993

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Field Type


Lengt

h

Decimal

Digits

Unit Special

Value Description

4 Y0301b Identification Code for Equity

Structure Change N 10 0

Whether there is any change in the company’s equity structure

during the reporting period.

1 = unchanged, 2 = changed

5 Y0401b Total Number of Shareholders N 20 0 person

6 Y0501b Identification Code for Related

Party Relationship N 10 0

Whether there is any related relationship between the top ten

shareholders.

1 = Unrelated, 2 =Related, 3 = unconfirmed

7 Y0601b Number of Employees N 10 0 person

Total number of employees of a listed company, number of

registered (in-service) employees of the listed company during

the reporting period, disclosed in annual report

8 Y0701b Number of Retired Employees N 10 0 person Total number of retired employee for whom company assumes

the expenses

9 Y0801b Name of Board Chairman C 100

10 Y0901b Name of General Manager C 100

11 Y1001b Chairman and GM Concurrent

Code N 9 0

Whether the board chairman and the general manager is the same

person or not.

1 = same person 2 = different persons

12 Y1101a Number of Directors N 10 0 person Total number of directors (including board chairman) in the

company’s board of directors.

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Field Type


Lengt

h

Decimal

Digits

Unit Special

Value Description

13 Y1101b Including: Number of Independent

Directors N 10 0 person

It is stipulated in CSRC Order [2001] 102, Guiding Opinion on

Establishing Independent Director System in Listed Companies

that at least 2 independent directors shall exist in board of

directors before Jun. 30, 2002; at least one third of members of

board of directors are independent directors before Jun. 30, 2003.

14 Y1201a Number of Supervisors N 10 0 person Total number of supervisors (including Chairman of Board of

Supervisors).

15 Y1301b Number of Executives N 10 0 person

Total number of executives disclosed in annual report.

Executives include general manager, president, CEO, assistant

general manager, vice president, secretary to the board of

directors and other managerial persons disclosed in annual report

(including directors of pluralism).

16 Bddihldn Number of Shares Held by Board

of Directors N 15 2 share Concurrent post is covered

17 Bsuphldn Number of Shares Held by Board

of Supervisors N 15 2 share Concurrent post is covered

18 Excuhldn Number of Shares Held by

Executives N 15 2 share Concurrent post is covered

19 Mngmhldn Number of Shares Held by

Management N 15 2 share

Number of shares held is not repeatedly calculated in case of

concurrent post

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Field Type


Lengt

h

Decimal

Digits

Unit Special

Value Description

20 Y1401b Type of Annual Emolument

Disclosure Scheme N 10 0

Type of annual emolument disclosure scheme of a listed

company.

1 = Precise disclosure, 2 = Disclosure by range, 3 = Precise

disclosure + range disclosure, 4 = Other disclosure.

If it is 1 and 4, the following “Annual Emolument Ranges” file is

not applicable.

21 Y1501a

Total Annual Emolument of

Directors, Supervisors and

Executives

N 19 2 CNY

Total Annual Emolument of Directors, Supervisors and

Executives does not include the allowance of independent

directors and independent supervisors.

22 Y1501b

Including: Total Allowance of


Executives

N 19 2 CNY

23 Y1501c

Total Emolument of Top Three


Executives

N 19 2 CNY

No allowance is default if the allowance is not separately

disclosed, excluding allowance received by directors, supervisors

and executives.

24 Y1501d Total Annual Emolument of Top

Three Directors N 19 2 CNY Excluding allowance received by directors.

25 Y1501e Total Annual Emolument of Top

Three Executives N 19 2 CNY Excluding allowance received by executives.

26 Y1601a Number of Non-paid Directors,

Supervisors and Executives N 10 0 person

Including number of directors (independent directors excluded),

supervisors (independent supervisors excluded) and executives

who only receive allowance.

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Field Type


Lengt

h

Decimal

Digits

Unit Special

Value Description

27 Y1601b Number of Non-paid Directors N 10 0 person

28 Y1601c Number of Non-paid Supervisors N 10 0 person

29 Y1701a Total Number of Commissions

Established N 10 0

Number of commissions established during the reporting period.

The statistical standard (starting form 2002) is as follows, when

commission is closed down later than the statistical deadline, and

set up earlier than the statistical deadline of the year, it is fall in

the statistical range.

30 Y1701b Including: Number of Four

Commissions Established N 10 0

31 Y1701c Including: Number of Other

Commissions Established N 10 0

32 Y1801b Working Place Consistency Code N 10 0

Whether the working place of independent director is consistent

with the registered address of the listed company.

1 = same, 2 = different, 3 = unconfirmed. When number of

independent directors is zero, the field is insignificant, denoted

by Null.

Company usually invites a few independent directors, then it is

subject to the working place of the independent director with a

professional accounting title. If there are two independent

directors with accounting professional title, it should be regarded

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Field Type


Lengt

h

Decimal

Digits

Unit Special

Value Description

as different if only the working place of either of them is

different from the registered address of the company. (Starting

from 2002)

6. Changes in Shareholding of Directors, Supervisors, Executives and Relevant Persons (CG_Bsmrcshd)

Field Type


Lengt

h

Decimal

Digits

Unit Special

Value Description


2 Stknme Stock Acronym C 50

3 Sthcnme Name of Shareholding Changer C 50 Name of the person or company that trades the shares of the

company

4 Bsmnme Name of Directors, Supervisors and

Executives C 20

Member of board of directors and board of supervisors, and

management personnel of the Company

5 Bsmpstn Position of Directors, Supervisors

and Executives C 50

Position of directors, supervisors and executives

6 Shbsmr Relationship between Shareholding

Changer and Directors, Supervisors C 20

Parent, brother, sister, spouse, the same person, company

controller, etc.

GTA_CG


Field Type


Lengt

h

Decimal

Digits

Unit Special

Value Description

or Executives

7 Scdate Date of Change C 10 Denoted by YYYY-MM-DD; partly missing data denoted by 00



8 Sckind Stock Type C 6 A-share, B-share, H-share

9 Curkind Currency C 6 CNY, HKD, USD and other

10 Qbstc Number of Shareholding Before

Change N 20 2 share

Number of shareholding before trading the shares

11 Qastc Number of Shareholding after

Change N 20 2 share

Number of share balance of the day disclosed by the SZSE

12 Qostc Number of Shares Changed N 20 2 share Number of shares of the company sold or bought

13 Aveprc Average Trading Price N 20 4 CNY/sh

are

Average price of the trade disclosed by the SZSE

14 Shcrsn Reason of Change C 50

Including block trading, bidding transaction, secondary market

trading, dividends distribution, bonus issue, conversion of capital

reserve, placement with existing shareholders for seasoned new

issue, new share subscription, equity incentives, etc.

GTA_CG


Field Type


Lengt

h

Decimal

Digits

Unit Special

Value Description

15 Shcrtio Change Ratio N 20 4 ‰ Ratio of number of shares changed to total capital

7. Transfer of Equity (CG_Chshhdeq)

Field Type


Decimal

Digits

Unit Special

Value Description


2 Remnme Name of Transferor C 300 Name of the company or individual transferring equity of the

listed company.

3 Alienme Name of Transferee C 300 Name of the company or individual accepting equity transfer of

the listed company.

4 Bnature Nature of Equity before Change C 255

5 Anature Nature of Equity after Change C 255

6 Prchstk Proportion of Equity Changed N 10 4 % Proportion of equity changed to the total equity.

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

7 Chgmod Change Mode N 2 0

1 = Transfer without compensation, 2 =Transfer on agreement,

3 = Debt offset, 4 = Merger & Asset restructuring, 5 =

Investment by equity, 6 = Auction, 7 = Indirect change, 8 =

Trust management or authorized operation, 9 = Others, 10=

Increase or decrease in shareholding in the secondary market,

11 = Consideration payment in equity division reform, 12=

Judiciary transfer (judiciary ruling)

8 Exchpri Transfer Price per Share N 10 4 CNY Figure disclosed in the announcement, and the unit is shown in

the currency below.

9 Totltran Total Transfer Price N 20 4 CNY Figure disclosed in the announcement, and the unit is shown in

the currency below.

10 Calunit Currency C 50

Expressed by the acronym. For instance, CNY=Renminbi,

HKD=Hong Kong Dollar, USD=US Dollar, EUR=Euro,

JPY=Japanese Yen, AUD=Australian Dollar, GBP= Pound

Sterling.

11 Exnshttl Number of Shares Transferred N 20 2 share

12 Fbultime First Announcement Date C 10




13 Fdegexch Trading Schedule Disclosed by

the First Announcement N 2 0

1 = under negotiation, 2 = signing letter of intent, 3 = signing

agreement (contract), 4 = applying for approval, 5 =

transferred (or approved but untransferred), 6 = authorized, 7 =

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

other

14 Signdate Signature Date of Agreement C 10




15 Success Identification Code for Success N 2 0 Whether trading is successful. 1 = successful, 2 =

unsuccessful, 3 = uncompleted or unknown

16 Ifassod Identification Code for Related

Party Transaction N 2 0

Whether it is related party transaction.

1 = related party transaction, 2 = non- related party transaction,

0 = No trade completed

17 Lbultime Last Announcement Date C 10 YYYY-MM-DD, 0 = No trade completed.

18 Fistkhld Identification Code for Change

in the Largest Shareholder N 2 0 1 = Unchanged, 2 = Changed, 0 = No trade completed

19 Nvalue Market Capitalization at the

Time of Transfer N 20 4

CNY

1,000 The market capitalization of the first announcement day

20 Nshrttl Total Number of Shares at the

Time of Transfer N 20 4 share The total number of shares traded on the first announcement day.

21 Pskshbch

Proportion of Shareholding of

Controlling Shareholder before

Change

N 10 4 % Proportion of share held by the largest shareholder.

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

22 Prcirstk Proportion of Negotiable Shares

at the Time of Transfer N 10 4 %

If no trade occurs, the data is the negotiable market capitalization

/ market capitalization of the latest day after the first

announcement day

23 Pskshach

Proportion of Shareholding of

Controlling Shareholder after

Change

N 10 4 % Proportion of share held by the largest shareholder. 0 = No trade

completed

8. Meeting Information (CG_Agm)

Field Type


Decimal

Digits

Unit Special

Value Description






3 A0101b Number of Meetings of Board of

Directors N 10 0 Time

4 A0201b Number of Meetings of Board of

Supervisors N 10 0 Time

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

5 A0301b Number of Shareholders’ Meeting N 10 0 Time

9. Shareholders’ Meeting Information (CG_Shrmeet)

Field Type


Decimal

Digits

Unit Special

Value Description


2 Shrdate Meeting Convening Date C 10




3 Shrtype Type of Meeting N 9 0 1＝annual shareholders’ meeting, 2＝temporary shareholders’

meeting

4 A0307b Meeting Convening Mode C 4

Denoted by 4 digits. 1000 = Onsite voting, 0100 = Online voting,

0010= Entrusting the board of directors to vote, 0001 =Other

mode. 1100=Onsite voting & online voting, 1110=Onsite voting,

online voting and entrusting the board of directors to vote (the

rest may be deduced by analogy)

5 A0308b Meeting Voting Method C 2 10 = Item by item, 01 = Accumulative, 11=Item by item &

Accumulative

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

6 A0303b Meeting Attendance Number N 10 0 Number of shareholders and shareholder representatives who

attend the shareholders’ meeting.

7 A0304b Share Attendance Number N 20 2 share Number of shares held by shareholders or shareholder

representatives attending the shareholders’ meeting.

8 A0305b Share Attendance Rate N 10 4 %

The ratio of shares held by shareholders or shareholder

representatives attending the shareholders’ meeting to the total

number of shares. It also refers to the ratio of those shares to the

total number of shares with voting rights or total number of A

shares for some listed companies.

10. Executive Profile (CG_Director)

Field Type


Decimal

Digits

Unit Special

Value Description






3 D0101b Name C 100 Name of directors, supervisors, and executives

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

4 D0201a Position Category C 12

Denoted by 10-digit code.

First two digits denote the employment of board of directors and

board of supervisors.

10 = director (executive, acting, etc.), 11 = board chairman

(vice), 12 = independent director, 13 = chairman of the board of

directors (vice), 14=other, 20 = supervisor (deputy), 21

=chairman of board of supervisors (vice), 22 = employee

supervisor, 23= other

Third to sixth digits denote the employment of executives.

30=general manager (assistant), 31=manager (assistant),

32=president (vice), 33= secretary of the board of directors,

34=principal, 35=supervisor (deputy), 36=advisor, 37=CEO,

38=chief officer, 39=other

Seventh to Eighth digits denote the employment of the enterprise,

40=head (deputy), 41=director (deputy), 42= section chief

(deputy), 43=dean (deputy), 44=secretary (deputy), 45=chairman

of labor union(vice), 46=other

The last two digits denote the specific management field,

A=finance, B=engineering, C=technology, D=information,

E=law, F=human resources, G=market, H=operation,

I=administration, J=investment, K=production, L=quality,

M=other, N=no specific management field.

Blank space is denoted by zero.

For example, code "10303300AN" denotes director, assistant

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

general manager, chief accountant, secretary of board of

directors.

5 D0201b Specific Position C 500 Name of specific position

6 D0301b Gender C 50

7 D0401b Age N 9 0

8 D0501b Education N 9 0

1 = technical secondary school and below, 2 = associate degree, 3

= bachelor, 4 = Master, 5 = PhD, 6 = other (education announced

in other form).

9 D0601b Professional Title C 250

10 D0701b Start Date of Current Tenure C 50




11 D0702b End Date of Current Tenure C 50



day in December 1993; 0000-00-00 denotes till now

12 D0901b Identification Code for Emolument

Receivable N 9 0

Whether the executive receives any emolument from the listed

company or not. (If only allowance is received from listed

company, it is denoted as 2) 1 = receiving emolument from listed

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

company, 2 = receiving no emolument from listed company.

13 D1001b Total Reward N 19 2 CNY Total emolument and allowance during the reporting period

14 D1002b Including: Allowance N 19 2 CNY

15 D1101b Number of Shareholding at End of

Year N 19 2 share

16 D1201b Identification Code for Concurrent

Post N 3 0

Whether the person holds a post in other company except the

listed company.

1 = Concurrent post 2 = Non-concurrent post

Only when the field is 1, File 10 “Concurrent Post Information”

is significant. The data start from 2005, so the data before 2005 is

insignificant.

11. Concurrent Post Information (CG_Rzgddw)

Field Type


Decimal

Digits

Unit Special

Value Description

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description






3 D0101b Name C 150

Name of director, supervisor, and executive of listed company

who have concurrent post in the shareholder company during the

reporting period.

4 D0102b Company of Concurrent Post C 250

Name of another company where the person also holds a post

except the listed company. Only position information of

directors, supervisors and executive in shareholder company

were included before 2005.

5 D0103b Identification Code for Shareholder

Company N 3 0

Whether the company is shareholder of listed company. 1=yes, 2

= no, 3 = unconfirmed.

Judgement Standard: 1. For definite disclosure, it is subject to the

annual report. 2. For unclear disclosure, compare the employer

mentioned in the CV of director with name of top ten

shareholders and top ten negotiable shareholders.

6 D0105b Name of Position C 250 Name of position. If more than one position, please separate them

by comma.

GTA_CG


12. Annual Emolument Ranges (CG_Range)

Field Type


Decimal

Digits

Unit Special

Value Description






3 R0101b Code of Annual Emolument Range N 9 0

1 = annual emolument range of directors, 2 = annual emolument

range of supervisors, 3 = annual emolument range of executives,

4 = annual emolument range of directors, supervisors, and

executives. Used from 2001 onwards. The data before 2001 are

insignificant, denoted as zero.

4 R0201b Level of Annual Emolument Range N 9 0

1＝1st Annual Emolument Range, 2＝2nd Annual Emolument

Range, 3＝ 3rd Annual Emolument Range, 4＝ 4th Annual

Emolument Range, 5＝5th Annual Emolument Range, 6＝6th

Annual Emolument Range, 7＝7th Annual Emolument Range,

etc.

5 R0301b Lower Bound of the Range N 18 2 CNY

10,000

6 R0302b Upper Bound of the Range N 18 2 CNY

10,000

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

7 R0303b Number of Employees in the Range N 9 0 person

13. Changes in Board Chairman and General Manager (CG_Ceo)

Field Type


Decimal

Digits

Unit Special

Value Description


2 Annodt Announcement Date C 10

Release date of change announcement. Denoted by



December 1993

3 Repttype Announcement Type N 9 0

1 = announcement of resolution of board of directors, 2 =

announcement of resolution of shareholder meeting, 3 = ad hoc

announcement, 4 = announcement of change in executives, 5 =

annual report, 6 = interim report, 7 = quarterly report

4 Chgdt Date of Change C 10

Date of leaving / succeeding position. Denoted by



December 1993

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

5 Position Changed Position N 9 0 1 = Board Chairman, 2 = General Manager

6 Changtyp Type of Change N 9 0 1=Leaving Position, 2 =Succeeding Position

7 Name Name C 50

8 Edca Education N 9 0

1 = technical secondary school and below, 2 = associate degree, 3

= bachelor, 4 = Master, 5 = PhD, 6 = other (education announced

in other form).

9 Prti Professional Title C 200

10 Dimreas Reason of Leaving Position N 9 0

1 = Occupation Mobility, 2 = retirement, 3 = expiration of term

of office, 4 = change in control right, 5 = resignation, 6 =

dismissal, 7 = health related reason, 8 = personal reason, 9 =

corporate governance improvement, 10 = litigation involved, 99

= others, 12 = end of acting position. When Type of Change is 2,

the field is insignificant.

11 Dimage Predecessor’s Age N 9 0 Predecessor’s age at the time of leaving position When Type of

Change is 2, the field is insignificant.

12 Years Term of Office N 20 2 Length of predecessor’s tenure.

When Type of Change is 2, the field is insignificant.

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

13 Entele Source of Successor N 9 0 1 = internal, 2 = external. When Type of Change is 1, the field is

insignificant.

14 Ifagent Identification Code for Acting

Position N 9 0

Whether hold acting position or not. 1 = Acting, 2 = Non-acting.


15 Cirplurm Identification Code for

Concurrent Post N 9 0

Whether the board chairman and general manager is the same

person. 1 = Non-concurrent post 2 = Concurrent post.


16 Indbocha Identification Code for

Independency N 9 0

1 = Full-time, 2 = Part-time (concurrent post in shareholder).


17 Selected Source of Candidate N 9 0

1 = Board Chairman selected among controlling shareholder, 2

= GM selected among controlling shareholder, 3 = professional

manager.


14. Meeting Attendance of Independent Directors (CG_Cxhy)

Field Type


Decimal

Digits

Unit Special

Value Description


GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description





3 Indepname Name of Independent Director C 100 Name of independent director.

4 Attennum1 Expected Attendances N 18 0 Time Information on attending the meeting of board of directors by

independent director

5 Attennum2 Entrusted Attendances N 18 0 Time

6 Attennum3 Absence N 18 0 Time

15. Independent Director‘s Opinion (CG_Idirop)

Field Type


Decimal

Digits

Unit Special

Value Description


2 Annodt Announcement Date C 10 Announcement date of opinion. Denoted by YYYY-MM-DD;

partly missing data denoted by 00 in the corresponding position,

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

e.g. 1993-12-00 denotes a certain day in December 1993

3 C02002b Independent Director C 150 All involved names

4 C04002b Opinion Item C 20

The standard refers to the Guiding Opinion on Establishing

Independent Director System in Listed Companies.

1 = Change in HR (including directors, executives, etc.),

2 = Emolument and Incentive Schemes of directors and

executives,

3 = Annual report (financial reports, profit distribution,

amendments and supplements of report, etc.),

4 = Related party transaction,

5 = Guarantee,

6 = Investment & acquisition,

7 = Audit,

8 = Change in equity,

9 = Capital raising,

10 = Change in assets,

11 = Other

12= Equity division reform and adjustment scheme, etc

Several items can coexist. For instance, 1&5&7

5 C05002b Type of Opinion C 3 Opinions on opinion items by independent director. The standard

is established by referring to the Guiding Opinion on

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

Establishing Independent Director System in Listed Companies.

1=Agreement, 2= Qualified Opinion, 3= Adverse Opinion,

4= Disclaimer of Opinion, 5 = Waiver, 6＝Dissidence, 7＝Other.

16. Member of Commission (CG_Commit)

Field Type


Decimal

Digits

Unit Special

Value Description


2 Comname Name of Commission C 150

Auditing commission, Nominations Commission, Compensation

Commission, Strategy Commission or other Commission

(starting from 2002).

3 Repttype Type of Announcement N 18 0 1 ＝ Establishment, 2 ＝ Expiration of office terms, 3 ＝

Adjustment.

4 Annodt Announcement Date C 10 Releasing date of the announcement. Denoted by

YYYY-MM-DD

5 Memname Name of Member C 50 Name of member of commission

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

6 Position Position N 2 0

Position of the member in the commission. Denoted by 2 digits.

1 =Minister (vice), 2 = convener (initiator), 3 = chairman

(principal), 4 = team leader (deputy), 5 = advisor (expert), 6 =

secretary, 7 = common member

For instance, convener is denoted by 20, and minister & convener

are denoted by 12.

7 Startday Start Date of Current Tenure C 10



day in December 1993.

8 Endterm End Date of Current Tenure C 10




17. Implementation of Equity Incentives (CG_Incen)

Field Type


Decimal

Digits

Unit Special

Value Description

1 Cdbsn Business Code C 15

United business code of GTA_Incen designed by GTA, following the below rules, Year (4 digits) + Code of Listed Companies (6 digits) + Classification Code of Incentive Target (1 letter) + Number A (2 digits) + Number B (2 digits) (15 codes in total).

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

Number A denotes the serial number of grant, and Number B denotes the serial number of exercise.

For instance, 2006002045O0101 denotes the first announcement of incentive scheme with stock option as incentive target, of which the implementation schedule is the first grant and first exercise.


3 Incstktp Type of Incentive Shares C 6

A, B, H, S, and N shares

A, A share, refers to CNY-denominated ordinary shares listed in China, which is issued by onshore Chinese companies to domestic social public and traded in domestic stock exchanges.

B, B share, refers to foreign investment share listed at the Chinese stock markets. The face value of such shares is in CNY, but subscription and trade are conducted in foreign currencies. These shares are especially offered to investors from Hong Kong, Macao, Taiwan, and abroad.

H, H share, refers to foreign investment share, issued by companies incorporated in Mainland China, but listed and

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

traded at the stock exchange in Hong Kong. Such companies, under approval, issue their shares in Hong Kong to raise capital from specific or non-specific investors.

S, S share, refers to China share listed at the SGX, which are issued by enterprise incorporated in Mainland China, with core business such as main production or operation in Mainland China.

N, N share, refers to foreign investment share, which are issued by enterprise incorporated in Mainland China, but listed at the NYSE.

L, L share, refers to share issued by enterprise incorporated in Mainland China, but listed at the LSE.

4 Progress Scheme Schedule C 2

1=Proposed, 2=Passed, 3=Under Implementation, 4=Cancelled,

5=Complete, 6=Repo, 61 = Second Repo, 62 = Third Repo (the

rest may be deduced by analogy); 7= Retirement of repurchased

stocks, 71 = Second Retirement of repurchased stocks, 72 =

Third Retirement of repurchased stocks (the rest may be deduced

by analogy).

5 Prgrsdt Announcement Date C 10 When the scheme schedule = 1, it is announcement date of

incentive scheme; When the scheme schedule = 2, it is

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

announcement date of final revision; When the scheme schedule

= 3 it is announcement date of exercise; When the scheme

schedule = 4, it is announcement date of cancellation; When

the scheme schedule = 5, it is transfer date; When the scheme

schedule = 6, it is repo date; When the scheme schedule = 7,

it is announcement date of retirement of repurchased stocks

6 Odate Convening Date of Shareholders’

Meeting C 10




7 Incesub Incentive Target C 2 O= Stock Option, R= Restricted Stock, A=Stock Appreciation

Rights

8 Subsurcd Source Code of Incentive Target N 2 0

1=Targeted Issue (Offering new issues to special objects),

2=Repo (Purchasing stocks from secondary market), 3=Transfer

of shareholders, 4=Profit

9 Authdt Grant Date of Incentive Target C 10

The date when the company grants the stock option or stock

appreciation rights to the incentive objects. Denoted by



December 1993.

10 Validity Validity Period of Incentive N 4 2 year

11 Nincesubtl Total Number of Incentive Shares

Issued N 15 2 share

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

12 Nstbfof Total Number of Shares N 16 2 share

13 Protleuq Ratio of Total Number of Incentive

Shares Issued to Total Capital N 15 4 %

14 Grtstkta Total Equity Granted N 15 2 share

15 Excstkta Total Equity Exercised N 15 2 share

16 Cnlstkta Total Equity Invalidated N 15 2 share

17 Exustkta Total Equity of Executives N 15 2 share

18 Ctbstkta Total Equity of Core Technicians

and Salespersons N 15 2 share

19 Rspstkta Total Equity of Reserved Positions N 15 2 share

20 Excispri Exercise Price of Stock Option N 10 4 CNY

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

21 Excisdt Exercise Date of Stock Option C 10

22 Saprbcmp Benchmark Price of Stock

Appreciation Rights N 10 4 CNY

23 Saprsrkp Exercise Price of Stock

Appreciation Rights N 10 4 CNY

24 Saprimdt Exercise Date of Stock

Appreciation Rights C 10

The date when the company grants the stock option or stock

appreciation rights to the incentive objects. Denoted by



December 1993.

25 Restpri Grant Price of Restricted Stock N 10 4 CNY The restricted stock has incentive nature.

26 Moratorium Lock-up Period N 6 2 year

The period during which restricted stock subscribed by the

incentive objects according to the incentive scheme of the

company is not allowed to be transferred.

18. Executive Incentives (CG_Incperson)

Field Type


Decimal

Digits

Unit Special

Value Description

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

1 Cdbsn Business Code C 15

United business code of GTA_Incen designed by GTA, following the below rules, Year (4 digits) + Code of Listed Companies (6 digits) + Classification Code of Incentive Target (1 letter) + Number A (2 digits) + Number B (2 digits) (15 codes in total).

Number A denotes the serial number of grant, and Number B denotes the serial number of exercise.

For instance, 2006002045O0101 denotes the first announcement of incentive scheme with stock option as incentive target, of which the implementation schedule is the first grant and first exercise.


3 Rptdt Announcement Date C 10 Disclosure date of announcement. Denoted by YYYY-MM-DD;

partly missing data denoted by 00 in the corresponding position

4 D0101b Name C 50 Names of directors, supervisors and executives of the listed

company

5 D0201b Specific Position C 50 Name of specific position

GTA_CG


Field Type


Decimal

Digits

Unit Special

Value Description

6 Incesub Incentive Target C 1 O= Stock Option, R= Restricted Stock, A=Stock Appreciation

Rights

7 Nobtinstop Number of Incentive Equity

Acquired N 15 2 share

8 Pinstoptl

Ratio of the Incentive Equity

Acquired to the Total Incentive

Equity Granted

N 10 4 % Ratio of the incentive equity acquired to the total incentive equity

granted in current period.

9 Pishrttl Ratio of the Incentive Equity to the

Total Number of Shares N 10 4 %

Ratio of the incentive equity to the total number of shares of the

company at the time of grant.

10 Exrcstkn Equity Exercised N 15 2 share

GTA_CG


Appendix 1 Evolution of Corporate Governance in China Corporate governance concerns the institutional arrangements of enterprises in an economy. It narrowly refers to the interest distribution and controlling relationships between investors and companies on the basis of separation of ownership and management. In broad terms it refers to all legal, organizational, cultural, and institutional arrangements concerning organizational structure, controlling mechanisms and interest distribution of an enterprise. Under the latter definition, corporate governance deals with not only the relationship between a company and its owners, but also its relationship with all relevant interest groups. Such an institutional arrangement determines a company’s purpose, controlling rights, risks, and interest distribution among various interest groups, etc. A reasonable institutional arrangement is a determining factor of a company’s performance.

From the angle of enterprise performance, corporate governance studies can largely be divided into two categories. The first category is the interest motivation of management and insiders and its compatibility with external investors and the social. This category involves not only the incentive mechanism of the management but also the social duty of an enterprise. The second category is the management of the company, especially decision-making systems that relate to managers’ capability, and operating environment.

Corporate governance developed in China with the move from a planned economy to market economy, which required enterprises to establish modern effective organizational systems. Chinese corporate governance has undergone substantial changes, which can be divided into three phases: 1984-1992, 1993-1997, and 1998 onwards.

Phase I: 1984-1992

In 1984, Beijing Tianqiao Co., Ltd. was established, becoming China’s first joint stock company in the true sense. After that, Shanghai Feile Acoustics Co., Ltd. became the first company that publicly offered its shares to the market. With the Shanghai Stock Exchange established in December 1990 and the Shenzhen Stock Exchange established in July 1991, more companies were listed. Because most of China’s stock companies were transformed from state-owned enterprises, corporate governance was far from effective. Internal organs such as the shareholder meeting, board of directors, and board of supervisors did not really play roles in corporate governance. The government still intervened in the companies’ operations and appointed general managers and directors. The direct or indirect relationship with government that nominally represented the state as majority shareowner was one of the characteristics of China’s insider-controlled corporate governance.

Phase II: 1993-1997

With the promulgation of the Company Law of the People’s Republic of China in 1993 and the release of a

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series of laws and regulations including the Guideline of Articles of Association of Listed Companies, the basic framework of corporate governance was established. The Company Law standardized the organization and behavior of companies, and stipulated the functions and responsibilities of the shareholder meeting, board of directors, and board of supervisors. It also stipulated that the “board of directors may decide that a member of board of directors be appointed as manager”, and that “directors, managers and persons in charge of finance shall not be appointed as supervisor”. The Guideline of Articles of Association of Listed Companies, released by CSRC in 1997, also stipulated the preconditions of being appointed as a member of the company management, such as “a CPA from the CPA firm appointed by the company and a lawyer from the law firm appointed by the company shall not be appointed as secretary to the board of directors”, and “Independent director shall not be acted by shareholders or persons who hold positions in shareholder units, or persons who have interest in the company”. However, the corporate governance of listed company was still neither reasonable nor standardized. Because state assets accounted for a large proportion of the total assets of listed companies and the equity structures of most listed companies were quite concentrative, shareholder meetings were liable to be controlled by majority shareholders, and minority shareholders could not exert influence on corporate decision-making. At the same time, the independence of boards of directors and boards of supervisors was hard to guarantee. Few external independent director, a low proportion of legal person shares, and the lack of intervention from credit banks made the internal supervision system quite weak. The behavior of listed companies’ directors was mainly restricted by administrative duty and personal fame, which are also known as soft-constrains. The principal-agent relationship under the state-owned share structure could not ensure that the directors of listed companies would assume economic responsibility and thus form an effective incentive system. In addition, most listed companies kept close connections with their parent state-owned companies, and executives needed to spend a lot of energy in dealing with relationship transactions instead of company management and operation. To protect local interests, provincial and municipal government always intervened in listed companies’ significant decisions, such as investment and restructuring. The articles of each company stipulated the rights and responsibilities of the shareholder meeting, the board of directors, and the board of supervisors, but corporate governance was hardly effective without the guarantee of implementing laws and regulations.

Phase III: 1998 onwards

The Guiding Opinion on Establishing Independent Director System in Listed Companies (Draft for Soliciting Opinions), released by CSRC in 2000, explicitly prescribed the establishment of an independent director system in listed companies. The Basic Norms of State Owned Large and Medium Sized Enterprises in Establishing Modern Enterprise System and Strengthening Management (Trail Implementation), issued by State Economic and Trade Commission in October 2000, stipulated in principle that the chairperson of the board of directors and the general manager could not be the same person. The effectiveness of listed company corporate governance was attracting more and more attention, which was reflected in the following respects. (a) Attention was paid to strengthening the role of the board of directors. External directors, including independent director, were added to the board of directors, the chair of the board of directors and the general manager were different people, and a long-term effective incentive mechanism was sought to force directors to undertake their duty to shareholders. (b) Attention was paid to the

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improvement of the management incentive mechanism. In addition to increasing the income standard of the management, by granting the management stocks or equity options, the management’s interests were linked with those of the shareholders by way of share incentives and combining the management’s interests with the long-term development of the enterprise. Under the complete lock-up system of shares held by the management that is currently adopted by Chinese securities market, management shares, including negotiable shares that were purchased after the listing of the company, cannot circulate during the manager’s term of office or within six months after their tenure. (c) Focus was placed on the supervision of the managers of listed companies. Under the 63rd provision of the Securities Law, issuing companies and underwriting securities firms that disclose false information which leads to investors’ suffering losses may be faced with compensation liability, and liable directors, supervisors, and managers may asked to assume joint liability.

The continuous development of the market economy and the maturity of the laws and regulations will make the corporate governance of Chinese listed companies more effective, which will have a significant impact on this China Listed Firms Corporate Governance Research Database. Changes will be closely monitored with a view to refining the Database.

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Appendix 2 Reference Regulations During the development of the database, we have referenced but not limited to some relevant regulations and conventions on Chinese Listed companies.

SN Promulgation/ Update Date

Promulgation UnitName of Regulation

1 October 8, 1984

Central Committee of the Communist Party

Decision of the Central Committee of the Communist Party of China on the Reform of Economic System

2 April 22, 1993 State Council Interim Provisions on the Administration of Stock Issuing and Exchange

3 December 29, 1993

Standing Committee of the National People's Congress

Company Law of the People’s Republic of China

4 January 5, 1994

CSRC

The Circular by CSRC on Content and Format Standards of Information Disclosure for Securities Issuing Companies No. 2 - Content and Format of Annual Report (TrialImplementation)

5 April 22, 1996 CSRC The Circular by CSRC on Strengthening the Administration of Listed Company’s Directors, Supervisors and Managers’ Holding of their Own Company’s Shares

6 August 1, 1996 SSE The Circular by Shanghai Stock Exchange on Doing Well the Supervision of Listed Company’s Directors, Supervisors and Executives’ Shareholdings

7 December 16, 1997

CSRC The Circular by CSRC on Releasing Guideline of Articles of Association of Listed Companies

8 February 23, 1998

CSRC The Circular by CSRC on Opinion on the Norm of Shareholder Meeting of Listed Companies (Revised in May 2000)

9 March 13, 1998


Decision on Some Issues About Establishment of Socialist Market Economy System

10 October 6, 1998

CSRC The Circular by CSRC on Conducting Investigation into the System Transformation of Enterprises Being Listed Through Offering

11 November 25, 1998

CSRC The Circular by CSRC on Stopping Offering Corporate Employee Shares

12 December 10, 1998

CSRC The Circular by CSRC on Content and Format Standards of Information Disclosure for Securities Issuing Companies No. 2 - Content and Format of Annual Report (Revised in 1998)


CSRC The Circular by CSRC on Doing Well 1998 Listed Company Annual Reporting

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Standing Committee of the National People's Congress

Securities Law of the People’s Republic of China

15 May 6, 1999 CSRC The Circular by CSRC on Prohibiting General Managers and Executives of Listed Companies from Holding Positions at Its Controlling Shareholder Unit

16 September 22, 1999


Decision of the Central Committee of the Communist Party of China on Some Significant Issues about the Reform and Development of State Owned Enterprises

17 December 8, 1999

CSRC The Circular by CSRC on Doing Well 1999 Listed Company Annual Reporting

18 December 8, 1999

CSRC The Circular by CSRC on Content and Format Standards of Information Disclosure for Securities Issuing Companies No. 2 - Content and Format of Annual Report (Revised in 1999)

19 May 1, 2000 SSE Shanghai Stock Exchange Stock Listing Rules (Revised in 2000)

20 May 8, 2000 CSRC The Circular by CSRC on the Treatment of Share Classification Related Business of Listed Companies

21 May 18, 2000 CSRC Opinion on the Norm of Shareholder Meeting of Listed Companies (Revised in May 2000)

22 May 30, 2000 CSRC Guiding Opinion on Establishing Independent Director System in Listed Companies

23 June 8, 2000 SZSE Shenzhen Stock Exchange Stock Listing Rules

24 October 28, 2000

General Office of the State Council Transmitted to State Economic and Trade Commission

Basic Norm of State Owned Large and Medium Sized Enterprises in Establishing Modern Enterprise System and Strengthening Management (Trial Implementation)


CSRC The Circular by CSRC on Doing Well 2000 Annual Report Disclosure of Listed Companies

26 April 5, 2001 CSRC Guiding Opinion on System Transformation and Restructuring of Companies Being Listed Through Offering (Exposure Draft)

27 June 8, 2001 SSE Shanghai Stock Exchange Stock Listing Rules (Revised in 2001)

28 January 7, 2002

CSRC / Manufacture Office of the State Council

Circular on Issuing Guidelines for Corporate Governance of Listed Companies

29 March 19, 2002

CSRC No.17 Circular on Issuing Disclosure Requirements of Information by Listed Company

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30 May 20, 2002 CSRC Supplementary Circular Concerning Issues on New Shares Issued to Investors in Secondary Market

31 June 22, 2002 CSRC No.3 Circular of Issuing Contents and Format of Information Disclosure by Listed Company

32 July 24, 2002 CSRC Circular on Qualification for New Shares Issuing by Listed Companies


CSRC No. 10 Commands by CSRC-Methods of Management on Listed Companies’ M&A


CSRC No. 11 Commands by CSRC-Disclosure Requirements of Changes in Shareholdings of Listed Companies


CSRC No. 15, No. 16, No. 17, No. 18, No. 19 Circulars of Issuing Contents and Formats of Listed Companies Information Disclosure


CSRC Circular of Revising No. 2 Guidelines on Contents and Formats of Listed Companies Information Disclosure


CSRC Circular on Issuing Guidelines for Corporate Governance of Securities Companies (Trial Implementation)


CSRC Detailed Implementation Rules of Nonnegotiable Stock Transfer business of Listed Companies

39 Aug. 23, 2005

CSRC, SASAC, Ministry of Finance, People’s Bank of China, Ministry of Commerce

Guidelines on Equity Division Reform of Listed Companies.

40 Sep. 4, 2005 CSRC Notice on Issuing Measures for the Administration of Equity Division Reform of Listed Companies.

41 Dec. 31, 2005 CSRC Measures Governing Equity Incentive Plans of Listed Companies

42 Mar. 16, 2006 CSRC Rules for the General Meetings of Shareholders of Listed Companies

43 May 7, 2006 CSRC Measures for the Administration of the Listed Company Issuing New Shares

44 July 31, 2006 CSRC Regulations on the Takeover of Listed Companies

45 Nov. 7, 2006 CSRC, Ministry of Public Security,SASAC

Notice on Further Rectifying Appropriation of Public Companies’ Funds by Majority Shareholders.

46 Jan. 30, 2007 CSRC Administrative Measures on the Information Disclosure of Listed Company

47 June 28, 2007 SASAC Notice of the State-owned Assets Supervision and Administration Commission of the State Council on Printing and Distributing the Interim Provisions on the Administration

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of the Acceptance of Listed Companies’ Shares by State-owned Entities

48 June 30, 2007 SASAC, CSRC Interim Measures for the Administration of State-owned Shareholders’ Transfer of Their Shares of Listed Companies

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Appendix 3 Glossary The detailed description of some fields is as following,

(1) Corporate Governance Information

Field Content Definition

Number of employees

Total number of employees of a listed company, which refers to the number of employees who are registered with the company or hold positions in the listed company disclosed in annual report.

Number of directors Total number of directors (including board chairman), exclusive of advisors to the board of directors, secretary of board of directors, etc.

Number of independent directors

Total number of independent directors, including independent directors disclosed in the annual report.

Number of supervisors

Total number of supervisors (inclusive of chair of board of supervisors).

Number of executives

Total number of executives disclosed in annual report. Executives include general manager, president, CEO, deputy general manager, vice president, secretary to the board of directors and other managerial persons disclosed in annual report (exclusive of directors and supervisors) .

Number of non-paid directors

Number of directors who did not receive emolument from a listed company, exclusive of directors who received only allowance from a listed company.

Number of non-paid supervisors

Number of supervisors who did not receive emolument from a listed company, exclusive of supervisors who received only allowance from a listed company.

Total Annual Emolument of directors, supervisors and executives

Total salaries paid to incentive objects by a listed company.

Type of annual emolument disclosure scheme

Annual emolument disclosure scheme of a listed company.

Including: Number of Four Commissions

Commissions are definitely established and approved by shareholders’ meeting and board meeting according to the annual report and provisional report of listed companies.

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Established

Working Places Consistency Code

Company usually invites a few independent directors, and it is subject to the working place of the independent director with a professional accounting title. If there are two independent directors with accounting professional title, it should be regarded as different if only the working place of either of them is different from the registered office address of the company. (Starting from 2002)

(2) Meeting information


Number of Meetings of Board of Directors

Number of board of directors' meetings held in the whole year.

(3) Executive Profile


Total Reward Total annual emolument and allowance received from listed company by an individual, inclusive of those received by incentive objects that received salaries only in partial months.

(4) Annual Emolument Ranges

a) In table of annual emolument range, ranges are ordered in ascendance by amount. For instance, annual emolument of the managers of a certain listed company are disclosed as follows: annual emolument of 5 persons are in the range of CNY 20,000 to CNY 50,000; 5 in the range of CNY 50,000 to CNY 100,000; 5 in the range of CNY 100,000 to CNY 150,000. Then, in this table, lower bound of the first annual emolument range (R0101B) is presented as CNY 20,000, upper bound of the first annual emolument range (R0102B) is presented as CNY 50,000 and number of people in the first annual emolument range (R0103B) is presented as 5; lower bound of the second annual emolument range (R0201B) is presented as CNY 50,000, upper bound of the second annual emolument range (R0202B) is presented as CNY 100,000 and number of people in the second annual emolument range (R0203B) is presented as 5; lower bound of the third annual emolument range (R0301B) is presented as CNY 100,000, upper bound of the third annual emolument range (R0302B) is presented as CNY 150,000 and number of people in the third annual emolument range (R0303B) is presented as 5, and the rest may be deduced by analogy.

b) For another instance, annual salaries of the managers of a certain listed company are disclosed as follows: annual emoluments of 5 persons are in the third range of above CNY 300,000. Then, in this table, lower bound of the third annual emolument range (R0301B) is presented as CNY 300,000,

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upper bound of the third annual emolument range (R0302B) is presented as -9 (which shows annual report does not disclose this upper bound) and number of people in the third annual emolument range (R0303B) is presented as 5; and the rest may be deduced by analogy.

c) For a third instance, annual emolument of the managers of a certain listed company is disclosed as follows: annual emoluments of 5 persons are CNY 300,000. Then, in this table, lower bound of this annual emolument range is CNY 300,000 and the upper bound is also CNY 300,000.

(5) Changes in Board Chairman and General Manager


Reason of Leaving Position

Occupation Mobility: the predecessor was removed from the position because of being assigned another position; Retirement: the predecessor no longer held the position because of retirement or age; Expiration of term of office: the predecessor no longer held the position because of reelection; Change in control right: the predecessor no longer held the position because of change in share controlling right; Resignation: the predecessor voluntarily resigned the position for unknown reasons; Dismissal: a listed company dismissed the predecessor for unknown reasons; Health related reason: the predecessor no longer held the position because of bad health, including death; Personal reason: the predecessor on longer held the position because of personal reasons; Corporate governance improvement: Improving corporate governance led to the predecessor no longer holding the position; litigation involved: the predecessor was removed from office because of involving in a case; End of acting position: the predecessor held the acting position, and now do notexercise the duty because of end of the acting position.

Term of office Number of years that predecessor has held the position. The calculation of the first change in board chairman or general manager starts from the listing date, deeming the length of over 10 months and less than one year as one year, and deeming less than 10 months as 0 year.

Source of successor If the successor previously held a position at the listed company before, such a case was regarded as internal, otherwise external.

Identification Code for Acting Position

Whether the successor holds the position as nominee or not.

Identification Code for Concurrent Post

Whether the successor acted as both board chairman and general manager after succeeding current position. If it’s true, he/she holds concurrent post, otherwise non-concurrent post.

Identification Code for Independency

Whether the successor acted as director, supervisor or executive in the holding company after succession. If it is true, he/she holds concurrent post, otherwise non-concurrent post.

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(6) Transfer of Equity


Nature of Share

State shares: shares formed by investing to a company with state-owned assets by a state-authorized investment institution or department; Legal person shares: shares formed by investment to non-negotiable shares of a company limited by share with legally disposable assets by a legal entity or a public institution or a social body with legal entity status; State-owned legal person shares: shares formed by capital investment to an independent stock company with legally occupied legal entity assets or obtained through statutory procedures by a state-owned enterprise, public institution or other unit with legal entity status; Foreign shares: shares formed by capital investment to a stock company with legal entity assets by an overseas enterprise; Preferred shares: shares with certain priority granted to investors by issuing company at fund raising; Transfer rights Share: shares subscribed by social public transferred by shareholders of state owned shares or legal entity shares due to lack of cash or other reasons.

Change Mode

Transfer without compensation: transfer of shares to the assignee by the assignor for free; Transfer on agreement (paid): the assignor transfers shares to the assignee at a certain price that paid by the assignee by cash or by asset; Debt offset: the assignor repays debts owed to the assignee with shares at a certain price; Merger & Asset restructuring: the assignor company is acquired by or restructured (or partially restructured) into the assignee, thus changing shareholders of a listed company; Investment by equity: the assignor invests in the assignee company with shares of a listed company it holds thus becoming a promoter or shareholder of the assignee; Auction: the assignee acquires, through bidding, shares of a listed company held and auctioned by assignor; Indirect change: the parent company or controlling shareholder of a shareholder of a listed company changes from an assigning party to an assigned party, making the assigned party to indirectly hold shares of a listed company with direct shareholders of a listed company unchanged; Trust management or authorized operation: the assignor trust or delegate the shares it holds to the assignee so that the assignee can carry out the rights to this part of shares without holding them; Others: other way s of change other than the aforementioned modes of change.

Identification Code for Related Party Transaction

Related party transaction refers to whether there exists a related party relation between the transferor and the transferee; If it’s true, it’s a related party transaction, otherwise not a related party transaction. Here related party relation refers to the fact that one party is directly or indirectly controlling or controlled by another party or both parties are under the control of the same enterprise.

(7) Implementation of Equity Incentives

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Executive Manager, assistant manager, financial principal, Secretary of the Board of Directors, and other persons as stipulated in the Articles of Association.

Target Shares of listed companies which incentive object has the right to be granted or purchase according to the equity incentive scheme.

Equity Shares and stock option of listed company obtained by incentive object according to the equity incentive scheme.

Grant Date The date when the listed company grants the stock option to the incentive object, which must be a trading day.

Exercise The behaviour that the incentive object purchases the shares of listed company at the fixed price as agreed condition during a stipulated period according to the equity incentive scheme.

Exercise Date Date when the incentive object can exercise, which must be a trading day.

Exercise Price The price at which the incentive object purchases the shares of the listed company which is confirmed by the company while granting the stock options.

Grant Price The price at which the incentive object obtains the shares of the listed company which is confirmed by the company while granting the restricted shares.

Documents

GTA CG-2012 CHINA LISTED FIRM’S CORPORATE … CHINA LISTED FIRM’S CORPORATE GOVERNANCE RESEARCH DATABASE USER GUIDE GTA Information Technology Company Limited