Regulate the behavior of controlling shareholders and actual controllers The Shenzhen Stock Exchange solicits public comments on revising business rules such as the “Stock Listing Rules”

The Zhitong Finance App learned that on December 31, the Shenzhen Stock Exchange solicited public comments on revising business rules such as the “Stock Listing Rules”. The main contents of this revision include: the first is to strengthen the position of directors' responsibilities. Refine the responsibilities of directors and secretaries in organizing and coordinating company information disclosure matters, promoting corporate governance compliance, and promoting effective internal and external communication. The second is to improve guarantees for directors and secretaries to perform their duties. It is required that the performance of the director secretary be embedded in the company's daily operation and management process, making it clear that directors, executives, various functional departments, etc. should actively cooperate with the director secretary in carrying out their duties, and improve reporting mechanisms for poor performance of duties, etc. The third is to improve the management of the positions of directors and executives. Strict qualifications for directors and secretaries require that directors and secretaries should have the necessary work experience to perform their duties. Standardize the selection and dismissal procedures for directors and executives to prevent unqualified entities from taking office. Fourth, strengthen supervision of directors and executives in carrying out their duties. The fifth is to regulate the behavior of controlling shareholders and actual controllers. Improve the regulatory requirements for maintaining the independence of listed companies, and clarify regulatory matters relating to competition in the industry.

The original text is as follows

Shenzhen Stock Exchange Seeks Public Comments on Revising Business Rules such as the “Stock Listing Rules”

In order to implement relevant requirements such as “Opinions of the General Office of the CPC Central Committee and the General Office of the State Council on Improving the Modern Enterprise System with Chinese Characteristics” and “Listed Company Governance Guidelines” and “Listed Company Board Secretaries Supervisory Rules (Draft for Comments)” of the China Securities Regulatory Commission, strengthen the “key minority” supervision of listed company directors, senior managers (hereinafter referred to as controlling shareholders) and actual controllers, and promote the active performance of listed company board secretaries (hereinafter referred to as directors) to actively perform their duties and promote the improvement of the level of governance of listed companies, under the overall guidance of the China Securities Regulatory Commission The “Listing Rules” and “Standardized Operation Guidelines” are now open for public comment.

High-quality listed companies are the cornerstone of the stable operation of the capital market. Good corporate governance can not only promote the sustainable and healthy development of enterprises, but also an important component and theoretical practice of exploring and improving modern enterprise systems with Chinese characteristics. Raising the level of governance of listed companies is not only a key factor in promoting the high-quality development of listed companies, but is also of great significance for the reform, development and stability of the entire capital market. The Shenzhen Stock Exchange has always attached great importance to improving the level of governance of listed companies, continuously optimizing relevant system rules, and taking more measures to strengthen “critical minority” supervision. In order to adapt to the new situation, new issues and requirements that have arisen in the governance practices of listed companies, the China Securities Regulatory Commission revised and issued the “Guidelines for the Governance of Listed Companies” in October 2025, which will be officially implemented on January 1, 2026; it is proposed to issue the “Supervisory Rules for Board Secretaries of Listed Companies” to comprehensively regulate the position of directors' duties, qualifications, appointment and dismissal management, and performance guarantees. In order to effectively integrate and implement the superior rules, the Shenzhen Stock Exchange simultaneously revised 4 business rules including the “Stock Listing Rules”.

The main contents of this revision include: First, strengthening the position of directors' responsibilities. Refine the responsibilities of directors and secretaries in organizing and coordinating company information disclosure matters, promoting corporate governance compliance, and promoting effective internal and external communication. The second is to improve guarantees for directors and secretaries to perform their duties. It is required that the performance of the director secretary be embedded in the company's daily operation and management process, making it clear that directors, executives, various functional departments, etc. should actively cooperate with the director secretary in carrying out their duties, and improve reporting mechanisms for poor performance of duties, etc. The third is to improve the management of the positions of directors and executives. Strict qualifications for directors and secretaries require that directors and secretaries should have the necessary work experience to perform their duties. Standardize the selection and dismissal procedures for directors and executives to prevent unqualified entities from taking office. Fourth, strengthen supervision of directors and executives in carrying out their duties. The company is required to improve the remuneration incentive and restraint mechanism for directors and executives, refine the duty of directors and executives to be loyal and diligent, and strengthen internal restrictions and accountability for directors and secretaries in carrying out their duties. The fifth is to regulate the behavior of controlling shareholders and actual controllers. Improve the regulatory requirements for maintaining the independence of listed companies, and clarify regulatory matters relating to competition in the industry.

Next, the Shenzhen Stock Exchange will fully listen to opinions and suggestions from all parties in the market, study and absorb reasonable opinions and suggestions, and further improve relevant system rules under the coordination of the China Securities Regulatory Commission. At the same time, we will continue to strengthen the supervision of the “key minority” of listed companies to carry out their duties, promote a higher level of standardized operation and governance of listed companies, and establish the foundation for high-quality development of the capital market.

This article was edited by Shenzhen Stock Exchange, Zhitong Finance Editor: Chen Wenfang.