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上交所全面修订科创板上市规则 护航科创企业高质量发展
Zheng Quan Ri Bao Wang·2025-04-28 11:26

Core Points - The Shanghai Stock Exchange has revised nearly 60 rules related to the listing of stocks on the Sci-Tech Innovation Board, focusing on the implementation of the new Company Law and optimizing corporate governance structures [1] - The new regulations aim to enhance investor protection mechanisms and provide regulatory space for companies listed for less than three years to facilitate mergers and acquisitions [1] Group 1: Corporate Governance Structure Optimization - The audit committee will fully take over the responsibilities of the supervisory board, with companies required to establish an audit committee by January 1, 2026 [2] - As of now, 36 companies on the Sci-Tech Innovation Board have abolished their supervisory boards, with audit committees primarily composed of independent directors [2] - The audit committee is mandated to meet at least quarterly, requiring a two-thirds majority of its members to be present for meetings [2] Group 2: Responsibilities of Key Stakeholders - The new Company Law clarifies the duties and responsibilities of directors and senior executives, distinguishing between loyalty and diligence obligations [3] - The introduction of the "de facto director" rule holds controlling shareholders and actual controllers accountable to the same obligations as formally appointed directors [3] Group 3: Protection of Minority Shareholders' Rights - Significant advancements have been made in protecting the rights of minority shareholders, including enhanced rights to information and proposal submissions [4] - The threshold for shareholders to submit temporary proposals has been reduced from 3% to 1%, ensuring better representation for minority shareholders [4] - The rules also clarify the conditions under which special voting rights apply, promoting a fairer and more transparent governance environment [4] Group 4: Information Disclosure Regulations - The China Securities Regulatory Commission has introduced the first information disclosure exemption regulations, effective from July 1, 2025, to better meet the needs of innovative enterprises [5] - Companies are required to establish internal review procedures for any disclosure exemptions and report relevant materials to regulatory bodies within ten days after regular report disclosures [5] Group 5: Share Transfer Regulations for Controlling Shareholders - The revised rules provide exceptions for controlling shareholders to transfer shares within the three-year period post-listing, aligning with practices in other market segments [6] - This change aims to eliminate regulatory barriers for companies listed for less than three years, facilitating their potential as acquisition targets [6]