The China Securities Regulatory Commission ("CSRC") has recently issued the Decision on Revising the Guidelines for Articles of Association of Listed Companies (the "Decision"), immediately effective from the date of issuance.
For the purposes of standardizing the articles of association of listed companies that offer shares with the special voting right, implementing latest requirements for listed companies' buyback of their own shares, further improving requirements for the governance of listed companies, etc., the Decision makes improvements mainly in eight aspects. Among others, the Decision revises Article 24 to read: "a listed company may buy back its own shares through the public centralized transactions or by other means specified in laws and regulations or recognized by the CSRC.", and revises Article 126 to read: "individuals that take up administrative posts, other than directors and supervisors, in the entity that is a controlling shareholder of the listed company, shall not act as senior executive officers in this listed company". Also, the Decision stresses that the CSRC will continue to improve rules in relation to the governance of listed companies, and provide guidance to securities regulatory authorities, the Shanghai Stock Exchange ("SSE") and the Shenzhen Stock Exchange ("SZSE") on strengthening routine regulation and self-regulation.