# 9.4.6Securities transactions of directors, supervisors and relevant employees

The Company has adopted the Model Code set out in Appendix 10 to the Hong Kong Listing Rules as the code of conduct for directors and supervisors of the Company in respect of their dealings in the Company’s securities. Having made enquiry of all the directors and supervisors, the Company confirmed that they had complied with the aforesaid Model Code throughout the year ended 31 December 2016.

The Company has also established guidelines for relevant employees in respect of their dealings in securities of the Company, which are no less exacting than the Model Code. The Company is not aware of any violation against the mentioned guidelines by relevant employees.

# 9.4.7Performance of duties by independent non-executive directors

The Board of Directors of the Company currently has six independent non-executive directors, which meets the requirement that at least one third of the total directors of the Company shall be independent directors. The qualification, number and proportion of independent non-executive directors are in compliance with relevant requirements of the CBRC, the CSRC, Shanghai Stock Exchange and the Hong Kong Listing Rules. All six independent non-executive directors of the Company are not involved in the circumstances set out in Rule 3.13 of Hong Kong Listing Rules which would cause doubt on their independence. The Company has received from the independent non-executive directors their respective annual confirmation of independence which was made in accordance with Rule 3.13 of Hong Kong Listing Rules. Therefore, the Company is of the opinion that all independent non-executive directors have complied with the requirement of independence set out in Hong Kong Listing Rules. The majority of the members of the Nomination Committee, the Remuneration and Appraisal Committee, the Audit Committee and the Related Party Transaction Control Committee under the Board of Directors of the Company are Independent Non-executive directors, and all of such committees are chaired by an independent non-executive director. During the reporting period, the six independent non-executive directors maintained communication with the Company through personal attendance at the meetings, on-site visits, research and investigations and conferences. They effectively performed their roles as independent non-executive directors by diligently attending meetings held by the Board of Directors and the special committees, actively expressing their opinions and suggestions and attending to the interests and requests of small and medium shareholders. For details of the attendance of independent non-executive directors at the meetings convened by the Board of Directors and the special committees, please refer to “9.4.5 Attendance of directors at relevant meetings” in this report.

During the reporting period, the independent non-executive directors expressed their independent opinions on material issues including change of directors, remuneration of the senior management, engagement of accounting firm, profit appropriation, related party transactions and external guarantees of the Company. They made no objection to the resolutions of the Board of Directors and others.

According to the “Rules Governing Independent Directors’ Work on Annual Reports” of the Company, the independent non-executive directors of the Company performed the following duties in preparing and reviewing this report:

1. The independent non-executive directors listened to reports on the performance of the Company in 2016 made by the management and Chief Financial Officer. The independent non-executive directors believed that the reports made by the management of the Company had fully and objectively reflected the operations of the Company in 2016 as well as the progress of significant matters. They recognised and were satisfied with the work performed by the management team and the results achieved in 2016.