Chapter VI of the Guidelines for the Governance of Securities Companies

Article 62 A securities company shall establish a reasonable and effective performance appraisal and salary management system for directors, supervisors and senior managers. The performance appraisal and salary management system should fully reflect the requirements of compliance management and risk management.

Article 63 The amount of remuneration and payment methods of directors and supervisors of a securities company shall be proposed by the board of directors and the board of supervisors respectively and submitted to the shareholders' meeting for decision.

Article 64 A securities company shall make an agreement with senior management personnel on matters such as term of office, performance appraisal, salary, reasons for dismissal, rights and obligations of both parties and liabilities for breach of contract.

Article 65 The annual performance remuneration of senior managers of securities companies shall be decided by the board of directors according to the annual performance appraisal results of senior managers, of which more than 40% shall be paid in deferred mode, and the deferred payment period shall be no less than 3 years. Payment of deferred payment shall follow the principle of equal share.

If the senior managers fail to perform their duties diligently, resulting in major violations of laws and regulations or major risks of the securities company, the securities company shall stop paying all or part of the unpaid annual performance pay.

Article 66 The board of directors and the board of supervisors of a securities company shall make special explanations to the shareholders' meeting on the performance evaluation and remuneration of directors and supervisors respectively.

The board of directors shall make a special explanation to the shareholders' meeting on the performance of duties, performance appraisal and remuneration of senior managers.

Article 67 If senior managers of a securities company violate laws, administrative regulations or the articles of association and damage the legitimate rights and interests of the company or customers, the board of directors and the board of supervisors of the company shall hold them accountable internally.

Securities companies may not pay fines or compensation that should be borne by individuals on behalf of directors, supervisors and senior managers.

Article 68 The directors, supervisors, senior managers or employees of a securities company shall hold or control the equity of the company according to the medium-and long-term incentive plan, which shall be passed by the resolution of the shareholders' meeting of the company, and shall be approved or filed by the China Securities Regulatory Commission or its dispatched institution according to law.