Beijing Stock Exchange Seeks Public Comments on Revising the “Beijing Stock Exchange Stock Listing Rules”
The Zhitong Finance App learned that on December 31, the Beijing Stock Exchange solicited public comments on revising the “Beijing Stock Exchange Stock Listing Rules”. The contents of this revision of the “Listing Rules” mainly include three aspects: implementing the requirements of the “Board Secretary Rules”, strengthening corporate governance requirements, and increasing regulatory arrangements related to serious abnormal fluctuations. In terms of increasing regulatory arrangements relating to serious abnormal fluctuations. Clarify daily regulatory requirements such as information disclosure, verification, suspension and resumption of trading related to serious abnormal fluctuations. If there are serious abnormal fluctuations in stock trading, the listed company shall disclose the inspection notice before the next trading day. If the inspection finds that important matters have not been disclosed, an investor briefing session shall be held; if the inspection finds that important matters have not been disclosed, an investor briefing session shall be held; if the reason for the fluctuation cannot be reasonably explained, the firm may alert the market to the trading risk and suspend trading depending on the circumstances. Furthermore, the firm shall separately stipulate the criteria for determining serious abnormal fluctuations in stock transactions.
The original text is as follows:
Beijing Stock Exchange Seeks Public Comments on Revising the “Beijing Stock Exchange Stock Listing Rules”
In order to further regulate the conduct of directors and secretaries of listed companies, promote and ensure that directors and secretaries actively perform their duties, and make bridging arrangements against the requirements of the China Securities Regulatory Commission's “Listed Company Board Secretary Supervision Rules (Draft for Comments)” (hereinafter referred to as “Board Secretary Rules”), the Beijing Stock Exchange revised the “Beijing Stock Exchange Stock Listing Rules” (hereinafter referred to as the “Listing Rules”) to solicit comments from the public on December 31, 2025.
The contents of this revision of the “Listing Rules” mainly include three aspects: implementing the requirements of the “Board Secretary Rules”, strengthening corporate governance requirements, and increasing regulatory arrangements related to serious abnormal fluctuations. In terms of implementing the requirements of the “Rules for Directors and Secretaries”. The first is to clarify the scope of responsibility. Further refine the duties of directors and secretaries on the basis of the “Company Law”, in particular, clarify the responsibilities of directors and secretaries in relation to information disclosure and corporate governance of listed companies. The second is to strengthen employment management. In order to enhance the ability of directors to perform their duties, it is clear that directors and secretaries should have good professional ethics, be familiar with securities laws, regulations and rules, and have professional knowledge or relevant work experience in finance, accounting, auditing, legal compliance, etc. necessary to perform their duties. Directors and secretaries should strengthen their study of securities laws, regulations and rules to ensure that they have sufficient time and energy to perform their duties. The third is to improve job performance guarantees. Clarify that directors report their work to the board of directors and promptly report to the chairman or supervisory authority when performance of their duties is hindered; clearly require the establishment of a work department under the director's management to provide working conditions and personnel support for the director secretary to perform their duties; require the company to improve internal systems and embed the director's duties into the company's business process to ensure that the director and secretary obtain information in a timely, accurate, and comprehensive manner. Fourth, clarify mechanisms for regular evaluations and accountability. Listed companies are required to establish regular evaluation and accountability mechanisms for directors' performance of duties, set assessment and evaluation standards that match their responsibilities, and hold directors to account if they are found to be not diligent and conscientious. If the circumstances are serious, replace the directors' secretaries in a timely manner.
In terms of strengthening corporate governance requirements. The first is to improve the remuneration system. The company is required to improve the remuneration management system in accordance with the “Governance Guidelines for Listed Companies”, stipulate the remuneration and incentive arrangements for directors and senior managers, and highlight the direction that the remuneration of directors and senior managers matches the company's operating performance and personal performance, and is in harmony with the company's sustainable development. The second is to clarify the requirements for concurrent employment. Where it is clear that the controlling shareholder or actual controller is the chairman and general manager of a listed company, the listed company shall reasonably determine the powers of the board of directors and general manager, explain the rationality of this arrangement and measures to maintain the independence of the listed company. The third is to regulate competition in the industry. Clarify that where the controlling shareholder, actual controller, and other units under their control are engaged in the same or similar business as a listed company, they shall promptly disclose relevant business conditions, influence on the listed company, and measures to prevent conflicts of interest. Fourth, add separate counting of votes and disclosure of the situation. Clarify that in addition to matters such as the appointment and dismissal of directors and related transactions, the hiring and dismissal of accounting firms, and plans for relevant parties to change commitments must also be counted and disclosed separately on the voting status of small and medium-sized shareholders to promote the participation of small and medium-sized shareholders in governance and protect the legitimate rights and interests of small and medium-sized shareholders.
In terms of increasing regulatory arrangements relating to serious abnormal fluctuations. Clarify daily regulatory requirements such as information disclosure, verification, suspension and resumption of trading related to serious abnormal fluctuations. If there are serious abnormal fluctuations in stock trading, the listed company shall disclose the inspection notice before the next trading day. If the inspection finds that important matters have not been disclosed, an investor briefing session shall be held; if the inspection finds that important matters have not been disclosed, an investor briefing session shall be held; if the reason for the fluctuation cannot be reasonably explained, the firm may alert the market to the trading risk and suspend trading depending on the circumstances. Furthermore, the firm shall separately stipulate the criteria for determining serious abnormal fluctuations in stock transactions.
After this public consultation is completed, the Beijing Stock Exchange will further improve the relevant rules based on feedback, and publish and implement them after following the relevant procedures.
Valuable comments from all sectors of the community are welcome.
This article was selected from “Beijing Stock Exchange Release”, Zhitong Finance Editor: Chen Wenfang.