Shenzhen Stock Exchange Social
Responsibility Instructions to Listed Companies
2007-6-4
25 September 2006
Chapter I
General Provisions
Article 1
These Instructions have been formulated in accordance with
the Company Law,
the Securities Law
and other laws, administrative regulations and the rules of
competent authorities for the purpose of implementing
scientific outlook of social development, building social
harmony, accelerating sustainable economic and social
development and promoting commitment to social
responsibilities.
Article 2
For the purpose of these Instructions, social
responsibilities refer to the obligations listed companies
should assume for the social development, for natural
environment and resources, and for the interested parties
including their shareholders, creditors, employees,
customers, consumers, suppliers and communities.
Article 3
While pursuing economic results and protecting shareholders’
interests, listed companies (hereinafter, Companies) should
proactively protect the legitimate rights and interests of
their creditors and employees, be honest and trustworthy
towards their suppliers, customers and consumers,
and commit themselves to social welfare services like
environmental protection and community development in order
to achieve social harmony.
Article 4 In
business operations, Companies should follow the principles
of free will, fair trade and good faith, observe moral and
business ethics, and be subject to the supervision of the
government and the public. They should not seek improper
benefits by bribery, smuggling and other unlawful
activities, nor infringe upon other people’s intellectual
properties like trademark, patent and copyright for the
purpose of unfair competition.
Article 5
Companies shall, as required by these Instructions, perform
their social responsibilities, make regular evaluation and
issue voluntary disclosure on the performance.
Article 6
These Instructions apply to the companies whose shares are
listed on Shenzhen Stock Exchange (hereinafter, Exchange).
Chapter II
Protection of the Interests of Shareholders and Creditors
Article 7
Companies shall improve their corporate governance
structure, treat their shareholders fairly and ensure that
their shareholders enjoy all the rights and interests as
provided in laws, regulations and rules.
Article 8
Companies shall select appropriate time and venue for
convening the shareholders’ meeting. Online voting is
advocated, in a view to facilitate shareholder participation
in shareholders’ meeting for the exercise of their rights.
Article 9
Companies shall fulfill their information disclosure
obligations in strict accordance with laws, regulations,
rules and the Exchange’s rules. Voluntary disclosure is
advocated with respect to information that may have an
impact on the decision-making of shareholders and other
investors. All investors shall be treated in a fair manner.
Selective disclosure is prohibited.
Article 10
Companies shall formulate long-term and consistent profit
distribution policies and methods and work out viable and
reasonable bonus plans in return for the shareholders.
Article 11
Companies shall ensure that they are financially sound and
their assets and capital are safe. Due regards shall be paid
to creditors’ interest. Maximization of shareholder
interests shall not be made at the expense of creditor
interests.
Article 12 In
business operations and decision-making process, Companies
shall give ample consideration to the legitimate rights and
interests of their creditors and inform the creditors in a
timely manner of the material information relating to the
creditors’ rights and interests. Companies shall furnish
cooperation and support when the creditors seek access to
Companies’ financial, operational and management information
for the purpose of protecting their interests.
Chapter III
Protection of Employee Interests
Article 13
Companies shall strictly abide by the
Labor Law,
protect the legitimate rights and interests of their
employees in accordance with law, establish and improve
employment systems such as remuneration and incentives, and
ensure that employees enjoy their rights and fulfill their
obligations.
Article 14
Companies shall respect the dignity of the employees and
guarantee their legitimate rights and interests, care for
them, promote harmonious and stable relation between the
employees and employer, and provide special labor protection
to female employees in accordance with State regulations.
They shall not unlawfully force employees to work, nor shall
they inflict corporal punishment, physical or mental
intimidation, verbal humiliation or any other form of abuse.
Article 15
Companies shall establish and improve the system of
occupational safety and health, strictly implement relevant
rules and standards of the State, educate the employees
accordingly, provide them with healthy and safe working and
living environment, minimize the chance of accidents, and
reduce occupational hazards.
Article 16
Companies shall follow the principles of pay based on work
and equal pay for equal work. Pay shall not be deducted or
delayed without justification. It is prohibited that
temporary contracts or any other disguised probation
contracts be signed with employees to reduce their wages and
social security.
Article 17
Companies shall not interfere with employees’ freedom of
religious belief. No discrimination shall be imposed
regarding employment, remuneration, training, promotion,
dismissal or retirement due to ethnic community, race,
nationality, religious belief, gender or age.
Article 18
Companies shall establish a vocational training system,
mobilize and use the funds for vocational training in
accordance with State regulations, make great efforts to
train employees, encourage and support on-the-job training
and continuing education for the purpose of providing more
career development opportunities.
Article 19
Companies shall, in accordance with the provisions in the
Company Law and
their articles of association, establish a system for
selecting and appointing directors and supervisors from
among the employees so as to ensure that employees have full
rights in corporate governance. Companies shall support the
trade union to conduct legitimate activities. They shall
solicit opinions, through the employee representative
meetings or union meetings, on matters related to the
interests of employees such as wages, welfare, occupational
safety and health, and social insurance and pay due regards
to employees’ reasonable needs.
Chapter IV
Protection of the Interests of Suppliers, Customers and
Consumers
Article 20
Companies shall be honest and trustworthy towards their
suppliers, customers and consumers. They shall not seek
profits by means of false advertisement or promotion, nor
shall they infringe upon the intellectual properties of
their suppliers and customers like copyright, trademark and
patent.
Article 21
Companies shall guarantee that the commodities or services
they provide are safe. With
regard to commodities and services that may threaten
personal or property safety, a truthful explanation, plain
warning as well as user instruction shall be provided.
Article 22 In
case serious defects are found in the commodities and
services they provide, which may impose threat on the
personal or property security of customers even at proper
usage, Companies shall immediately report to the competent
authorities and make public announcement. In the meantime,
preventive measures shall be taken against any possible
damage.
Article 23
Companies shall urge their customers and suppliers to comply
with business code of conduct and moral ethics or stop
partnership with customers or suppliers who refuse to make
improvement in this regard.
Article 24
Companies shall establish appropriate procedures to strictly
monitor and prevent commercial briberies between the
Companies/employees and the customers or suppliers.
Article 25
Companies shall keep confidential the personal information
of their suppliers and customers and, without authorization
or permission, may not use or sell such information for
profit.
Article 26
Companies shall provide excellent after services and
properly handle the complaints and suggestions submitted by
suppliers, customers and consumers.
Chapter V
Environmental Protection and Sustainable Development
Article 27
Companies shall formulate environmental protection policies
based on their impact on the environment. There shall be
dedicated human resources in charge of the establishment,
implementation, maintenance and improvement of their
environmental protection system, and furnish necessary
manpower, resources as well as technical and financial
support to environmental protection.
Article 28
Companies’ environment protection policies normally cover
the following areas:
(1)
to comply with all the laws, regulations and rules that
govern environmental protection;
(2)
to reduce resource consumption, including raw materials and
fuels;
(3)
to reduce waste generation and make every effort to recover
wastes for recycling;
(4)
to avoid, to the greatest extent, waste generation that
pollute environment;
(5)
to apply environmental-friendly materials and energy-saving,
waste-reducing design, technology and raw materials;
(6)
to minimize the adverse impact of corporate performance on
environment;
(7)
to provide trainings to employees for the purpose of
enhancing environmental protection awareness; and
(8)
to create an environment for sustainable development.
Article 29
Companies shall implement, as far as they can, facilities
and processes that allow the greatest utilization of
resources and lowest discharge of pollutants, as well as
economical and rational technology for comprehensive
utilization of wastes and pollutant treatment.
Article 30
Companies shall report to and file with the competent
authorities regarding pollutant discharge. In case the
discharge exceeds the national or regional standards,
Companies shall pay a fee in accordance with the State
regulations and assume the responsibility for the
elimination.
Article 31
Companies shall allocate dedicated human resources for
regular inspection of implementation of environmental
protection policies. Behaviors in breach of environmental
protection policies shall be rectified.
Chapter IV Public
Relations and Social Welfare Services
Article 32
Companies shall pay due regard to the interests of their
communities in business operation. The Exchange encourages
that dedicated unit be set up and dedicated personnel be
allocated to harmonize the relations between Companies and
communities.
Article 33
Companies shall, as much as they can, take part in public
welfare activities in their regions relating to environment
protection, education, culture, science, public health,
community development and poverty relief in the best
interest of the regions.
Article 34
Companies shall accept the supervision and inspection of the
competent authorities and pay due regard to the public
comments and media reports on themselves.
Chapter VII
Institutional Building and Information Disclosure
Article 35
The Exchange advocates that Companies should establish the
social responsibility mechanism as required by these
Instructions and work out social responsibility reports on a
regular basis based on their review and evaluation of the
status quo.
Article 36
Companies may release their social responsibility reports
along with their annual reports. The social responsibility
report shall include，but
not limited to, the following:
(1) implementation of social responsibility relating to
employee protection, impact on environment, product quality
and community relationship;
(2) assessment of implementation of these Instructions and
reasons for the gap, if any; and
(3) measures for improvement and the timetable.
Chapter VIII
Supplementary Provisions
Article 37
The power of interpreting these Instructions rests with the
Exchange.
Article 38
These Instructions
come into effect as of the date of promulgation.
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