Notice of the China Securities Regulatory Commission on Promulgating the Rules for the General Meetings of Shareholders of Listed
Companies
Zheng Jian Fa[2006] No. 21
To all the listed companies,
For the purpose of further regulating the acts of listed companies and ensuring that the general meetings of listed companies lawfully
exercise their functions , the China Securities Regulatory Commission (hereinafter referred to as the CSRC) has amended the Regulatory
Opinions for the General Meetings of Shareholders of Listed Companies which was promulgated and became operative in May 2000 (Zheng
Jian Gong Si Zi [2005] No. 53) in pursuant to the newly amended Company Law and the Securities Law in 2005. It is hereby promulgated,
and please implement them accordingly.
If the announcement or notice of the general meeting of a listed company is too long, the listed company may disclose the summary
of relevant contents on a newspaper or periodical designated by the CSRC, however, the full text thereof shall be published on the
website designated by the CSRC at meantime. The website for the disclosure of listed companies of Shanghai Stock Exchange is https://www.sse.com.cn;
and the website for the disclosure of listed companies of Shenzhen Stock Exchange is https://www.cninfo.com.cn.
The Rules for the General Meetings of Shareholders of Listed Companies shall be implemented as of the date of promulgation. The relevant
general meetings of shareholders involved in the share-trading reform of listed companies shall be governed by other relevant provisions.
All listed companies shall timely amend their Articles of Association and formulate corresponding rules of procedures for the general
meetings of shareholders in light of their respective conditions.
China Securities Regulatory Commission
March 16, 2006
Rules for the General Meetings of Shareholders of Listed Companies
Chapter I General Provisions
Article 1
For the purpose of regulating the acts of listed companies and ensuring the general meetings of listed companies to lawfully exercise
their functions, these Rules are formulated in pursuant to the Company Law of the People’s Republic of China (hereinafter referred
to as the Company Law) and the Securities Law of the People’s Republic of China (hereinafter referred to as the Securities Law).
Article 2
A listed company shall hold sessions of the general meeting of shareholders in strict accordance with the relevant provisions in the
laws, administrative regulations, these Rules and its own articles of association, and shall ensure that shareholders can lawfully
exercise their rights.
The board of directors of a listed company shall practically perform its duties, and shall organize the sessions of the general meeting
of shareholders seriously and timely. All the directors of a listed company shall be diligent and responsible so as to ensure that
the sessions of the general meeting of shareholders are held normally and lawfully exercise its functions.
Article 3
The general meeting of shareholders shall exercise its functions within the scope as prescribed in the Company Law and the Articles
of Association of the company.
Article 4
The sessions of the general meeting of shareholders can be divided into annual sessions and temporary sessions. The former shall be
held once every year within 6 months upon conclusion of the previous accounting year. The latter shall be held irregularly and shall
be held within 2 months if any circumstance for holding such a meeting occurs as it is prescribed in Article 101 of the Company
Law.
If a listed company fails to hold a session of the general meeting of shareholders within the aforesaid time limit, it shall report
it to the dispatched office of CSRC at the locality of the company and the stock exchange where its stocks are listed for trading
(hereinafter referred to as the stock exchange), and shall explain the reasons and make an announcement.
Article 5
When holding a session of the general meeting of shareholders, a listed company shall hire lawyers to issue legal opinions about the
following matters and make an announcement:
(1)
Whether the procedures for convening and holding the session conform to the laws, administrative regulations, these Rules and the
Articles of Association of the company;
(2)
Whether the qualifications of the attendees and the convener are lawful and effective;
(3)
Whether the voting procedures and results of the meeting are lawful and effective; and
(4)
Issue legal opinions about other relevant matters as requested by the listed company.
Chapter II Convening of the General meeting of Shareholders
Article 6
The board of directors shall convene the sessions of the general meeting of shareholders within the time limit as prescribed in Article
4 of these Rules.
Article 7
An independent director has the right to propose the board of directors to hold a temporary session of the general meeting of shareholders.
With respect to the proposal of the independent director for holding a temporary session, the board of directors shall give a written
reply on whether to hold the temporary session or not within 10 days upon receipt of the proposal in accordance with the laws, administrative
regulations and the Articles of Association of the company.
If the board of directors agrees to hold a temporary session of the general meeting of shareholders, it shall send out a notice on
the temporary session of the general meeting of shareholders within 5 days after the resolution of the board of directors is made.
If the board of directors does not agree to hold a temporary session of the general meeting of shareholders, it shall explain the
reasons and make an announcement.
Article 8
The board of supervisors has the right to propose the board of directors to hold a temporary session of the general meeting of shareholders,
and shall put forward the proposal to the board of directors in written form. The board of directors shall administrative regulations
and the Articles of Association of the company, give a written reply on whether to hold a temporary session or not within 10 days
upon receipt of the proposal in accordance with the laws.
If the board of directors agrees to hold a temporary session, it shall send out a notice on the temporary session of the general meeting
of shareholders within 5 days after the resolution of the board of directors is made; if it makes any modification to the original
proposal in the notice, it shall be consented by the board of supervisors.
If the board of directors does not agree to hold a temporary session of the general meeting of shareholders or fails to give a reply
within 10 days upon receipt of the proposal, it shall be regarded that the board of directors can not or fails to perform the duty
of convening sessions of the general meeting of shareholders, and the board of supervisors may convene and preside over the session
by itself.
Article 9
The shareholders that solely or collectively hold 10% or more shares of a company has the right to propose the board of directors
to hold a temporary session of the general meeting of shareholders, and shall put forward the proposal to the board of directors
in written form. The board of directors shall administrative regulations and the Articles of Association of the company, give a written
reply on whether to hold a temporary session or not within 10 days upon receipt of the proposal in accordance with the laws.
If the board of directors agrees to hold a temporary session of the general meeting of shareholders, it shall send out a notice within
5 days after the resolution of the board of directors is made; if it makes any modification to the original proposal in the notice,
it shall be consented by the relevant shareholders.
If the board of directors does not agree to hold a temporary session or fails to give feedback within 10 days upon receipt of the
proposal, the shareholders that independently or collectively hold 10% or more shares of the company shall have the right to propose
the board of supervisors to hold a temporary session of the general meeting of shareholders, and shall put forward the request to
the board of supervisors in written form.
If the board of supervisors agrees to hold a temporary session of the general meeting of shareholders, it shall send out a notice
within 5 days upon receipt of the request; if it makes any modification to the original proposal in the notice, it shall be consented
by the relevant shareholders.
If the board of supervisors fails to send out a notice on the temporary session within the prescribed time limit, it shall be regarded
that the board of supervisors will not convene or preside over the session, and the shareholders that independently or collectively
hold 10% or more shares of the company for consecutively 90 or more days may hold or preside over the session by themselves.
Article 10
Where the board of supervisors or shareholders decide to convene the general meeting of shareholders by itself/themselves, it/they
shall send out a written notice to the board of directors, and put on the records at the dispatched office of CSRC and the stock
exchange.
Before the resolution of the general meeting of shareholders is announced, the proportion of the summoning shareholders shall be not
less than 10%.
When sending out a notice on meeting and circulating an announcement on the resolution of the general meeting of shareholders, the
board of supervisors or shareholders that convene the meeting shall submit the relevant certification materials to the dispatched
office of CSRC at the locality of the company and the stock exchange.
Article 11
With respect to the general meeting of shareholders convened by the board of supervisors or shareholders on its/their own initiative,
the board of directors and its secretary shall cooperate. The board of directors shall provide the register of shareholders on the
date of equity registration. Where the board of directors fails to provide the register of shareholders, the convener may apply to
the securities registration and clearing institution for it upon the strength of the relevant announcement of the notice on convening
the general meeting of shareholders. The register of shareholders offered to the convener shall not be used for other purposes except
for the general meeting of shareholders.
Article 12
The expenses necessary for holding the general meeting of shareholders convened by the board of supervisors or shareholders shall
be borne by the listed company.
Chapter III Proposal and Notification of the General Meeting of Shareholders
Article 13
The contents of a proposal shall be determined by the general meeting of shareholders, which shall have definite topics and specific
matters for resolution, and shall be in accordance with the laws, administrative regulations and the Articles of Association of the
company.
Article 14
The shareholders that independently or collectively hold 3% or more of the shares of a company may put forward a temporary proposal
and submit it to the convener in written form within 10 days before the meeting is held. The convener shall issue a supplementary
notice on the meeting and announce the contents of the temporary proposal within 2 days upon the receipt of the aforesaid proposal.
Unless it is prescribed by the preceding Paragraph, the convener shall not amend the proposal as mentioned in the aforesaid notice
or add any new proposal after sending out a notice on a session of the general meeting of shareholders.
The general meeting of shareholders shall not vote on or make a resolution for any proposal that is not listed in the notice on the
general meeting of shareholders or that is inconsistent with Article 13 of these Rules.
Article 15
The convener shall notify all the shareholders in the form of announcement within 20 days before holding an annual session of the
general meeting of shareholders, and shall notify all the shareholders in the form of announcement within 15 days before holding
a temporary session of the general meeting of shareholders.
Article 16
The notice or supplementary notice on holding a session of the general meeting of shareholders shall thoroughly and completely disclose
the specific contents of all the proposals as well as all the materials or explanations necessary for reasonable judgment of the
matters to be discussed by the shareholders. In case the opinions of an independent director are necessary for any matter to be discussed,
the opinions and the reasons of the independent director shall also be disclosed when the notice or supplementary notice on convening
the general meeting of shareholders is sent out.
Article 17
In case the general meeting of shareholders plans to discuss the election of directors or supervisors, the notice on convening the
general meeting of shareholders shall fully disclose the detailed information about the candidates for directors or supervisors in
the following aspects at least:
(1)
Educational background, work experiences, concurrent positions, and other personal information;
(2)
Whether he has any connected relation with the listed company, controlling shareholders or actual controllers;
(3)
The amount of shares of the listed company he holds; and
(4)
Whether he has been subjected to the punishment of the CSRC or any other relevant department or the reprimand of the stock exchange.
A single proposal shall be put forward for each candidate for directors or supervisors except for the directors or supervisors that
are elected by way of cumulative voting system.
Article 18
The notice on convening the general meeting of shareholders shall indicate the time and place of the meeting and specify the date
of equity registration. The interval between the date of equity registration and the date of meeting shall be not more than 7 working
days. Once the date of equity registration is specified, it shall not be altered.
Article 19
After the notice on convening the general meeting of shareholders is sent out, the session of the general meeting of shareholders
shall not be postponed or cancelled and the proposal listed in the notice on the general meeting of shareholders shall not be cancelled
without justifiable causes. In case of any circumstance for postponement or cancellation of the meeting, the convener shall make
an announcement and explain the reasons at least 2 working days before the date for the planned session of the general meeting of
shareholders.
Chapter IV Holding of a session of the General Meeting of Shareholders
Article 20
A listed company shall hold the sessions of the general meeting of shareholders at its domicile or the place prescribed in its Articles
of Association.
The meetings of the general meeting of shareholders shall be held at a meeting place in the form of live meeting. A listed company
may use safe, economical and convenient network or by any other means for its shareholders to conveniently participate in sessions
of the general meeting of shareholders. The shareholders that participate in the meetings of the general meeting of shareholders
by any aforesaid means shall be regarded as having attended the meeting.
A shareholder may personally attend the meetings of the general meeting of shareholders and exercise his voting right, or may entrust
other person to attend the meetings and exercise the voting right within the scope of authorization.
Article 21
Where a listed company uses the network or any other means to hold meetings of the general meeting of shareholders, it shall clearly
state the time of voting and the procedures for the shareholders to vote through network or by other means.
The voting through network or by other means for the general meeting of shareholders shall be started not earlier than 3: 00 p.m.
on the day before the live meeting of the general meeting of shareholders is held and not later than 9: 30 a.m. on the day when the
live general meeting of shareholders is held, and shall be concluded not earlier than 3: 00 p.m. on the day when the live general
meeting of shareholders ends.
Article 22
The board of directors or any other convener shall take necessary measures to guarantee the normal order of the general meeting of
shareholders. Measures shall be taken to deter any act of intervening in the general meeting of shareholders, picking quarrels, provoking
troubles or damaging the lawful rights and interests of any shareholder, and it shall be timely reported to the relevant department
for investigation and punishment.
Article 23
All the shareholders or their agents registered on the date of equity registration shall be enpost_titled to attend the meetings of the
general meeting of shareholders, and the listed company or the convener shall not refuse them under any pretext.
Article 24
A shareholder shall attend the meetings of the general meeting of shareholders upon the strength of his stock account certificate,
identification card or any other valid certificates or proof that can prove his identity. An agent shall also submit the letter of
attorney issued by the shareholder as well as his own valid identification card.
Article 25
The convener and lawyer shall jointly assess the validity of the shareholders’ qualifications in light of the shareholders’ register
provided by the securities registration and settlement institution, and shall register the names of the shareholders and the amount
of their voting shares. The registration for a meeting shall be terminated before the presider of the meeting announces the number
of shareholders and agents that attend the meeting and the total amount of their voting shares.
Article 26
Where a listed company holds a session of the general meeting of shareholders, all the directors, supervisors and the secretary of
the board of directors shall attend the meeting, and the managers and other senior managers shall attend the meeting as nonvoting
delegates.
Article 27
The sessions of the general meeting of shareholders shall be held by the chairman of the board of directors. Where the chairman cannot
perform his duties or fails to perform his duties, the deputy chairman of the board of directors shall preside over the meeting;
where the deputy chairman can not perform his duties or fails to perform his duties neither, half of the directors or more shall
uniformly recommend one director to preside the meeting.
Where the board of supervisors convenes the general meeting of shareholders by itself, the chairman of the board of supervisors shall
preside over the meeting. Where the chairman cannot perform his duties or fails to perform his duties, the deputy chairman of the
board of supervisors shall preside over the meeting; where the deputy chairman still can not perform his duties or fails to perform
his duties, half of the supervisors or more shall uniformly recommend one supervisor to preside over the meeting.
Where the shareholders convene any session of the general meeting of shareholders by themselves, the conveners shall recommend one
representative to preside over the meeting.
A listed company shall formulate the rules of procedure for the general meeting of shareholders. In case that the presider of the
meeting violates the rules of procedure and makes it difficult for the general meeting of shareholders to continue in the process
of general meeting of shareholders the general meeting of shareholders may recommend one person as the presider of the meeting upon
consent of half of the voting shareholders that are present at the meeting.
Article 28
At an annual session of the general meeting of shareholders, the board of directors and the board of supervisors shall report their
work of the previous year respectively to the general meeting of shareholders, and each independent director shall also make his
duty report correspondingly.
Article 29
The directors, supervisors and senior managers shall make explanation and statement the inquiries of shareholders at the general meeting
of shareholders.
Article 30
The presider of a meeting shall declare the number of shareholders and their agents attending the meeting as well as the total amount
of their voting shares before the casting votes, and the number of shareholders and their agents attending the meeting or the total
amount of their voting shares shall be that as indicated in the meeting’s register.
Article 31
In case a shareholder has any relation with the matters to be deliberated at the general meeting of shareholders, he/it shall withdraw
from the voting, and its voting shares shall not be included in the total amount of voting shares of the shareholders that attend
the general meeting of shareholders.
The listed company has no voting right for the shares it holds, and such part of shares shall not be included in the total amount
of voting shares of the shareholders that attend the general meeting of shareholders.
Article 32
When the general meeting of shareholders votes for the election of directors or supervisors, the cumulative voting system may be implemented
according to the provisions in the Articles of Association of the company or the resolution of the general meeting of shareholders.
The “cumulative voting system” as mentioned in the preceding Paragraph means that each share has the number of voting right identical
to the number of directors or supervisors to be elected, and the voting right owned by the shareholders may be cumulatively used
when the general meeting of shareholders elects the directors or supervisors.
Article 33
Except for the cumulative voting system, the general meeting of shareholders shall vote on all the proposals item by item, and shall
vote on the proposals on the basis of the time sequence when the proposals are put forward if there are more than one proposals for
one matter. The general meeting of shareholders shall not suspend the voting of the proposals unless the meeting of the general meeting
of shareholders is paused or no resolution can be made due to force majeure or any other special reason,.
Article 34
When the general meeting of shareholders deliberates a proposal, it shall not amend the proposal, otherwise, the relevant alteration
shall be regarded as a new one and shall not be voted at the present session of the general meeting of shareholders.
Article 35
A voting right can be exercised through only one means of on the spot, through network or by any other means of voting. The first
voting result shall prevail where one voting right is repeatedly exercised.
Article 36
The shareholders attending the general meeting of shareholders shall deliver any of the following kinds of opinions about the proposals
put forward for voting: consent, objection or abstention.
Where there are ballots on which the words are not filled in, wrongly filled in or unintelligible or the ballots that are not voted,
the voters shall be regarded as having relinquished their voting rights and the voting results of their shares shall be regarded
as “abstention”.
Article 37
Before the general meeting of shareholders votes on proposals, it shall recommend two shareholders to take part in the calculation
and monitoring of the cast of ballots. In case any matter for deliberation has any relation with any shareholder, this shareholder
and his agent shall not take part in the calculation or monitoring of the cast of ballots.
When the general meeting of shareholders is voting on the proposals, the lawyers, representatives of shareholders and supervisors
shall be jointly responsible for the calculation and monitoring of ballots.
The shareholders or their agents of a listed company that vote through network or by any other means have the right to consult their
voting results through the corresponding voting system.
Article 38
The live meetings of the general meeting of shareholders shall not end earlier than the time when the voting through network or by
any other means ends. The presider of the meeting shall declare the voting and result of each proposal at the meeting, and announce
whether the proposal has been adopted according to the voting result.
Before the voting result is formally announced, the listed company, vote counters, vote supervisors, main shareholders and the network
service provider, etc. involved in the voting of the general meeting of shareholders on the spot, through network or by any other
means, shall be obliged to keep secrets to themselves.
Article 39
The resolution of the general meeting of shareholders shall be announced in a timely manner, and the announcement shall indicate the
number of shareholders and agents that attended the meeting, the total amount of their voting shares and its proportion to the total
voting shares of the company, the voting method, the voting result of each proposal and detailed contents of each resolution.
A listed company that issues foreign capital stocks listed in China shall respectively audit and announce the situation of the attendance
of the shareholders of domestic and foreign capital stocks at the meeting and that of their voting.
Article 40
If a proposal is not adopted or the general meeting of shareholders modifies the resolution of any previous session of the general
meeting of shareholders, it shall give a special explanation in the announcement on the resolution of the general meeting of shareholders.
Article 41
The secretary of the board of directors shall take charge of the records on the general meeting of shareholders, and the aforesaid
records shall indicate the following contents:
(1)
The time, place, rules of procedure of the meeting, the name of the convener;
(2)
The name of the presider of the meeting, the directors, supervisors, the secretary of the board of directors, managers and other senior
managers that attend the meeting or attend the meeting as nonvoting delegates;
(3)
The number of shareholders and agents that attend the meeting, the total amount of their voting shares and its proportion to the total
amount of shares of the company;
(4)
The process of deliberation of each proposal, the minutes of the speeches and the voting results;
(5)
The inquiries or suggestions of the shareholders as well as the corresponding replies or explanations;
(6)
The name of lawyers, vote counters, and supervisors; and
(7)
Other contents that shall be indicated in the records of the meeting as prescribed by the Articles of Association of the company.
The directors, secretary of the board of directors, convener or their agents that attend the meeting as well as the presider of the
meeting shall affix their signatures to the records of the meeting, and ensure that the contents are authentic, accurate and complete.
The records of the meeting shall be kept together with the book of signatures of shareholders that attend the meeting, the letters
of attorney for the agents as well as the valid materials about the voting through network or by any other means, and the preservative
term shall be 10 years or more.
Article 42
The convener shall ensure that the meeting of the general meeting of shareholders go on smoothly until the final resolution is made.
Where the general meeting of shareholders is paused or no resolution can be made due to force majeure or any other special cause,
necessary measures shall be taken to resume the meeting of the general meeting of shareholders or the meeting shall be directly terminated,
and an announcement shall be made in a timely manner. At the same time, the convener shall report it to the dispatched office of
the CSRC at the locality of the company and the stock exchange.
Article 43
Where the general meeting of shareholders adopts the proposal on the election of relevant directors or supervisors, the newly appointed
directors or supervisors shall take their posts according to the Articles of Association of the company.
Article 44
Where the general meeting of shareholders adopts the proposal on cash dividends, gift shares or stock dividends from capital reserves,
the listed company shall implement the specific scheme within 2 months upon conclusion of the general meeting of shareholders.
Article 45
A resolution of the general meeting of shareholders shall be invalidated if it violates any of the laws or administrative regulations.
If the procedures for convening the general meeting of shareholders or the voting method is no pursuant to any of the laws, administrative
regulations or the Articles of Association of the company, or the contents of the resolution are not pursuant to the Articles of
Association of the company, the shareholders may request the people’s court to cancel it within 60 days after the resolution is made.
Chapter V Supervisory Measures
Article 46
If a listed company fails to hold a meeting of the general meeting of shareholders without justifiable causes within the term as prescribed
by these Rules, the stock exchange has the right to suspend the listing of stocks and derivatives of the company that are listed
on this stock exchange, and require the board of directors to give explanations and make an announcement.
Article 47
If the convening or holding of the sessions of the general meeting of shareholders or the relevant information disclosure is not in
line with any of the laws, administrative regulations, these Rules or the Articles of Association of the company, the CSRC and its
dispatched office have the right to order the listed company or its relevant principals to make corrections within a time limit,
and the stock exchange shall give a public reprimand.
Article 48
If a director, supervisor or the secretary of the board of directors violates any of the laws, administrative regulations, these Rules
or the Articles of Association of the company or fails to practically perform duties, the CSRC and its dispatched office have the
right to order him/it to make corrections and the stock exchange shall give a public reprimand; if the circumstance is serious or
he/it fails to make corrections, the CSRC may prohibit the relevant persons from coming into the securities market.
Chapter VI Supplementary Provisions
Article 49
Where there are other provisions on the general meeting of shareholders of the listed companies that issues foreign capital stocks
in relevant laws, administrative regulations or documents, such provisions shall prevail.
Article 50
The “announcement” or “notice” as mentioned in these Rules shall refer to the relevant information disclosure on the newspapers or
periodicals designated by the CSRC. If the announcement or notice is too long, the listed company may disclose the summary of relevant
contents on the newspapers or periodicals designated by the CSRC. However, the full text shall be also published on the website designated
by the CSRC at meantime.
The expression “supplementary notice on the general meeting of shareholders” as mentioned in these Rules shall be announced on a designated
newspaper or periodical that publishes the notice of the meeting.
Article 51
The “or more” or “within” as mentioned in these Rules shall contain the said figure itself, while the “exceeding”, “less than” or
“more than” shall not contain the said figure itself.
Article 52
The power to interpret these Rules shall remain with the CRCS.
Article 53
These Rules shall come into force as of the date of promulgation. The Guiding Opinions of the General assembly of Shareholders of
the Listed Company (Zheng Jian Gong Si Zi [2000] No. 53) promulgated on May 18, 2000 and the Guidelines for th
