Beijing Stock Exchange solicits public opinions on the revision of "Beijing Stock Exchange Stock Listing Rules".

On December 31, the Beijing Stock Exchange publicly solicited opinions on the revision of the "Beijing Stock Exchange Stock Listing Rules." The main content of this revision of the "Listing Rules" includes implementing the requirements of the "Secretary Rules," strengthening corporate governance requirements, and adding regulatory arrangements related to severe abnormal fluctuations in three aspects. In terms of adding regulatory arrangements related to severe abnormal fluctuations, it clarifies the daily regulatory requirements for information disclosure, verification, trading suspension, etc. related to severe abnormal fluctuations. In case of severe abnormal fluctuations in stock trading, listed companies should disclose verification announcements before the next trading day and apply for a trading suspension if unable to disclose. If undisclosed major issues are discovered during verification, an investor briefing should be convened. If no reasonable explanation for the fluctuations can be provided, the Exchange may alert the market to trading risks and suspend trading as appropriate. In addition, the criteria for identifying severe abnormal fluctuations in stock trading will be separately stipulated by the Exchange. The original text is as follows: The Beijing Stock Exchange solicits public opinions on the revision of the "Beijing Stock Exchange Stock Listing Rules." In order to further regulate the behavior of listed company secretaries, promote and safeguard the active performance of secretaries, and in accordance with the requirements of the China Securities Regulatory Commission's "Regulations on the Supervision of Secretaries of Listed Company Boards of Directors (draft for solicitation of opinions)" (hereinafter referred to as the "Secretary Rules"), Beijing Stock Exchange has revised the "Beijing Stock Exchange Stock Listing Rules" (hereinafter referred to as the "Listing Rules") to solicit public opinions from December 31, 2025. The main content of this revision of the "Listing Rules" includes implementing the requirements of the "Secretary Rules," strengthening corporate governance requirements, and adding regulatory arrangements related to severe abnormal fluctuations in three aspects. In terms of implementing the requirements of the "Secretary Rules," first, clarify the scope of responsibilities. Based on the "Company Law," further refine the responsibilities of secretaries, especially to clarify the responsibilities of secretaries in information disclosure and corporate governance of listed companies. Second, strengthen appointment management. To enhance the capacity of secretaries, it is specified that secretaries should have good professional ethics, be familiar with securities laws and regulations, and have the necessary knowledge or work experience in finance, accounting, auditing, legal compliance, etc. Secretaries should strengthen their learning of securities laws and regulations and ensure that they have sufficient time and energy to perform their duties. Third, improve performance support. Clearly report work to the board of directors, report to the chairman or regulatory authorities in a timely manner when performance is obstructed; clearly require the establishment of a department under the charge of the secretary to provide work conditions and personnel support for the secretary's performance; require the company to improve internal systems, embed the secretary's performance into the company's operational processes, and ensure that the secretary receives information in a timely, accurate, and comprehensive manner. Fourth, clearly define the evaluation period and accountability mechanism. Requires listed companies to establish a regular evaluation and accountability mechanism for secretaries, set assessment criteria that match their responsibilities, and hold secretaries accountable for lack of diligence. In serious cases, secretaries should be replaced promptly. In terms of strengthening corporate governance requirements, first, improve the remuneration system. Companies are required to improve their remuneration management system in accordance with the "Corporate Governance Guidelines for Listed Companies," specify the remuneration and incentive arrangements for directors and senior management, highlight the alignment of directors and senior management remuneration with the company's operational performance and individual performance, and ensure alignment with the company's sustainable development direction. Second, clarify the requirements for concurrent positions. It is clarified that if controlling shareholders or actual controllers serve as general managers of listed companies, the company should reasonably define the powers of the board of directors and the general manager, explain the rationale for this arrangement, and take measures to maintain the independence of the listed company. Third, regulate intra-industry competition. It is clarified that if controlling shareholders or actual controllers and their controlled entities engage in similar or closely related businesses as the listed company, they should promptly disclose the relevant business situation, the impact on the listed company, and measures to prevent conflicts of interest. Fourth, increase separate voting and disclosure. It is specified that in addition to matters such as appointing or dismissing directors, related party transactions, etc., proposals such as hiring or dismissing accounting firms, changing commitments of related parties, etc., also require separate voting and disclosure of the voting results of minority shareholders to promote the participation of minority shareholders in governance and protect their legitimate rights and interests. In terms of adding regulatory arrangements related to severe abnormal fluctuations, it clarifies the daily regulatory requirements for information disclosure, verification, trading suspension, etc. related to severe abnormal fluctuations. In case of severe abnormal fluctuations in stock trading, listed companies should disclose verification announcements before the next trading day and apply for a trading suspension if unable to disclose. If undisclosed major issues are discovered during verification, an investor briefing should be convened. If no reasonable explanation for the fluctuations can be provided, the Exchange may alert the market to trading risks and suspend trading as appropriate. In addition, the criteria for identifying severe abnormal fluctuations in stock trading will be separately stipulated by the Exchange. After the end of this public solicitation of opinions, Beijing Stock Exchange will further improve relevant rules based on the feedback received and publish them after completing the relevant procedures. We welcome valuable suggestions from all sectors of society. This article is selected from "Beijing Stock Exchange Releases," Edited by GMTEight: Chen Wenfang.