Measures for the Ongoing Regulation of Companies Listed on the ChiNext Board (for Trial Implementation) (Amended in 2025)
Measures for the Ongoing Regulation of Companies Listed on the ChiNext Board (for Trial Implementation) (Amended in 2025)
Measures for the Ongoing Regulation of Companies Listed on the ChiNext Board (for Trial Implementation) (Amended in 2025)
Order of China Securities Regulatory Commission No. 227
March 27, 2025
(Adopted upon deliberation at the Fifth Executive Meeting in 2020 of the China Securities Regulatory Commission on June 1, 2020; and amended according to the Decision of the China Securities Regulatory Commission on Revising Certain Securities and Futures Rules on February 19, 2025)
Article 1 The Measures are formulated in accordance with the Securities Law of the People's Republic of China (the "Securities Law"), the Company Law of the People's Republic of China, the Circular of the General Office of the State Council on Forwarding the Several Opinions on Launching the Pilot Program of Domestically Issuing Stocks or Depository Receipts by Innovative Enterprises Released by the China Securities Regulatory Commission, and related laws and regulations to standardize the behaviors of the relevant parties after the listing of enterprises' stocks, depository receipts, and their derivatives on the Shenzhen Stock Exchange (the "SZSE"), support and guide the enterprises' further development, and protect the legitimate rights and interests of investors.
Article 2 The China Securities Regulatory Commission (the "CSRC") supervises and administers companies listed on the ChiNext Board (the "listed companies") and related entities in accordance with the Securities Law and other laws and regulations, the Measures, and other relevant provisions of the CSRC.
If other relevant provisions of the CSRC are inconsistent with the provisions of the Measures, the latter shall govern.
Article 3 The SZSE shall, in accordance with the relevant provisions of the Administrative Measures for Stock Exchanges and the Measures, establish a system of ongoing regulation rules for the ChiNext Board centered on the rules governing the listing of stocks, and formulate specific implementing rules in respect of continuous information disclosure, sale of stocks, mergers and acquisitions, equity incentives, and delisting. Listed companies shall abide by the implementing rules of the SZSE for ongoing regulation.
Article 4 Listed companies shall maintain a sound, effective, and transparent governance system and supervision mechanism, ensure the normal operation of the shareholders' meeting and the board of directors, and urge directors and senior officers to fulfill their loyalty and diligence obligations, safeguard the legitimate rights of all shareholders, actively fulfill their social responsibilities, and protect the basic rights and interests of stakeholders.
Article 5 The controlling shareholders and actual controllers of listed companies shall be honest and faithful, normally exercise rights, strictly fulfill their commitments, maintain the independence of the companies, and safeguard the common interests of the companies and all shareholders.
Article 6 Listed companies shall actively distribute returns to shareholders, and formulate and implement policies on returns to shareholders such as cash dividends and share repurchases according to their own conditions and development stages.
Article 7 Listed companies with differential arrangements for voting rights shall stipulate in their articles of association the qualification for holders of stocks with special voting rights, the arrangement for the proportion of the number of votes attached to stocks with special voting rights to the number of votes attached to ordinary stocks, and the scope of matters in the shareholders' meeting on which holders of stocks with special voting rights can participate in the voting, the lock-in arrangement and transfer restrictions for stocks with special voting rights, and the conversion between stocks with special voting rights and ordinary stocks.
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Order of China Securities Regulatory Commission No. 227
March 27, 2025
(Adopted upon deliberation at the Fifth Executive Meeting in 2020 of the China Securities Regulatory Commission on June 1, 2020; and amended according to the Decision of the China Securities Regulatory Commission on Revising Certain Securities and Futures Rules on February 19, 2025)
Article 1 The Measures are formulated in accordance with the Securities Law of the People's Republic of China (the "Securities Law"), the Company Law of the People's Republic of China, the Circular of the General Office of the State Council on Forwarding the Several Opinions on Launching the Pilot Program of Domestically Issuing Stocks or Depository Receipts by Innovative Enterprises Released by the China Securities Regulatory Commission, and related laws and regulations to standardize the behaviors of the relevant parties after the listing of enterprises' stocks, depository receipts, and their derivatives on the Shenzhen Stock Exchange (the "SZSE"), support and guide the enterprises' further development, and protect the legitimate rights and interests of investors.
Article 2 The China Securities Regulatory Commission (the "CSRC") supervises and administers companies listed on the ChiNext Board (the "listed companies") and related entities in accordance with the Securities Law and other laws and regulations, the Measures, and other relevant provisions of the CSRC.
If other relevant provisions of the CSRC are inconsistent with the provisions of the Measures, the latter shall govern.
Article 3 The SZSE shall, in accordance with the relevant provisions of the Administrative Measures for Stock Exchanges and the Measures, establish a system of ongoing regulation rules for the ChiNext Board centered on the rules governing the listing of stocks, and formulate specific implementing rules in respect of continuous information disclosure, sale of stocks, mergers and acquisitions, equity incentives, and delisting. Listed companies shall abide by the implementing rules of the SZSE for ongoing regulation.
Article 4 Listed companies shall maintain a sound, effective, and transparent governance system and supervision mechanism, ensure the normal operation of the shareholders' meeting and the board of directors, and urge directors and senior officers to fulfill their loyalty and diligence obligations, safeguard the legitimate rights of all shareholders, actively fulfill their social responsibilities, and protect the basic rights and interests of stakeholders.
Article 5 The controlling shareholders and actual controllers of listed companies shall be honest and faithful, normally exercise rights, strictly fulfill their commitments, maintain the independence of the companies, and safeguard the common interests of the companies and all shareholders.
Article 6 Listed companies shall actively distribute returns to shareholders, and formulate and implement policies on returns to shareholders such as cash dividends and share repurchases according to their own conditions and development stages.
Article 7 Listed companies with differential arrangements for voting rights shall stipulate in their articles of association the qualification for holders of stocks with special voting rights, the arrangement for the proportion of the number of votes attached to stocks with special voting rights to the number of votes attached to ordinary stocks, and the scope of matters in the shareholders' meeting on which holders of stocks with special voting rights can participate in the voting, the lock-in arrangement and transfer restrictions for stocks with special voting rights, and the conversion between stocks with special voting rights and ordinary stocks.
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