To further standardize the corporate governance of listed companies and improve retail investor protection, the Shanghai Stock Exchange (hereinafter referred to as the "SSE") has revised the “Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange” as follows:
1. A new paragraph is added to Section 4.2.5 as the first paragraph of this Article: “A director’s term of office shall not exceed 3 years, and may be eligible for re-election upon expiry. The directors shall be elected and replaced by shareholders’ general meeting, and can be removed from their duties by shareholders’ general meeting before the expiry of their terms of office.”
2. Section 4.3.5 is revised to “A listed company shall set forth such procedures as those for convening, holding and voting at shareholders’ general meeting in its articles of association, develop the rules of procedure for shareholders’ general meeting, and incorporate such rules into or attach such rules as an appendix to its articles of association.
Shareholders’ general meeting shall be held in a venue in the form of live meeting. The timing and place of the meeting should be convenient for shareholders to participate. After issuing the notice of the shareholders’ general meeting, there shall be no change in the venue of the meeting without justified causes. If there is a need for change, the convener shall announce and explain the reasons at least 2 trading days before the live meeting date. Listed companies shall open the channel of online voting so as to make it convenient for shareholders to attend the general meeting. Shareholders who attend the shareholders’ general meeting through the above means shall be deemed present.
The listed company shall make such arrangements as cumulative voting and solicitation of voting rights in accordance with applicable rules to protect the voting rights of shareholders.”
3. A Section 4.3.17 is added after Section 4.3.16: “A subsidiary of a listed company shall not acquire shares issued by the said listed company. The situation concerning subsidiary’s holding of shares in the listed company for some special reasons shall be legally eliminated within one year. The involved subsidiary shall not exercise the voting rights corresponding to the shares held prior to elimination of the above-mentioned situation.”
The revised “Rules Governing the Listing of Stocks on the Sci-Tech Innovation Board of Shanghai Stock Exchange” (see the attachment) has been approved by the SSE Board of Directors and the China Securities Regulatory Commission. It is hereby promulgated and will be implemented as of the date of promulgation.
Thank you for your attention.
Shanghai Stock Exchange
April 30, 2019