Chapter I General Rules

Article 1 In order to regulate the governance structure of insurance companies and strengthen the compliance management of insurance companies, the present Guidelines are set down according to the Company Law of the People's Republic of China, the Provisions on Administering Insurance Companies, the Guiding Opinions Concerning Regulating the Governance Structure of Insurance Companies and other laws and regulations.

Article 2 The term "compliance" as referred to in the present Guidelines means that insurance companies and their employees and marketing staff shall carry out insurance operation and management behaviors subject to the related laws and regulations, provisions of insurance regulatory organs, self-discipline rules of the industry, their internal management system and the ethic code of honesty and good faith.

The term "compliance risk" as referred to in the present Guidelines means the risk of undertaking legal responsibility, supervisory punishment, financial losses or reputation losses as a result of an incompliant insurance operation and management behavior made by the insurance company or any of its employees and marketing staff.

Article 3 Compliance management means that insurance companies shall prevent, identify, evaluate, report and handle compliance risks by taking measures such as establishing the compliance department or compliance posts, setting down and carrying out compliance policies, conducting compliance monitoring and providing compliance trainings, etc. Compliance management is a key part of comprehensive risk management in insurance companies, and also basic work for conducting effective internal controls.

In order to effectively identify and actively prevent and eliminate compliance risks and ensure sound and stable business operation, an insurance company shall, according to the requirements of the present Guidelines, set up sound compliance management systems, improve the organizational structure of compliance management, clarify compliance management responsibilities and build up a perfect compliance management system.

Article 4 Everybody is responsible for compliance. An insurance company shall boost and cultivate a good compliance culture, work hard to enhance the compliance awareness of all employees and marketing staff, and regard the compliance culture construction as an important part of the construction of the corporate culture.

Compliance shall start from the senior managers. The board of directors and the senior managers of an insurance company shall advocate ethics and values of honesty and good faith, advocate such philosophies as voluntary compliance and compliance bringing about values, etc., and make internal compliance management and external supervision better interact with each other.

Article 5 The compliance management of insurance companies shall be supervised and inspected by the China Insurance Regulatory Commission (CIRC) and its dispatched offices.

Chapter II Compliance Duties of the Board Of Directors, Board of Supervisors and General Manager

Article 6 The board of directors of an insurance company shall bear ultimate liabilities for the compliance management of the company, and shall perform the compliance duties as follows:

(1) Examining and approving compliance policies, supervising their implementation and evaluating their implementation annually;

(2) Examining and approving the annual compliance report of the company, presenting such report to the CIRC and taking measures to settle problems referred to in such a report;

(3) Determining such issues as the appointment, dismissal and remuneration of the compliance chief nominated by the general manager;

(4) Determining the structure and functions of the compliance department;

(5) Guaranteeing that the compliance chief can independently communicate with the board of directors, the auditing committee of the board of directors or any other special committee; and

(6) Other compliance duties as stipulated in the articles of association of the company.

Article 7 The auditing committee of the board of directors of an insurance company shall perform compliance duties as follows:

(1) Deliberating and verifying the annual compliance report of the company and presenting such report to the board of directors;

(2) Regularly examining the semi-annual compliance report of the company;

(3) Hearing the compliance issues that the compliance chief or the compliance department reports and present opinions and suggestions to the board of directors; and

(4) Other compliance duties as stipulated by the articles of association or determined by the board of directors.

The insurance company may, in light of its actual situation, appoint other special committees set up by the board of directors to perform the compliance duties specified above.

Article 8 The supervisors or board of supervisors of an insurance company, if any, shall perform the compliance duties as follows:

(1) Supervising the performance of compliance duties by the board of directors and senior managers;

(2) Supervising whether the decisions of the board of directors and the decision-making process are in full compliance;

(3) Proposing suggestions on dismissing any director or senior manager who causes a great compliance risk;

(4) Proposing suggestions to the board of directors on dismissing and replacing the compliance chief of the company;

(5) Investigating the abnormal circumstances that happened in the operation of the company in accordance with law, and when necessary, requiring the compliance chief and the compliance