Core Viewpoint - The article emphasizes the importance of protecting minority shareholders' rights and building trust between domestic and foreign capital markets in China, highlighting the evolving landscape of corporate governance and shareholder services since the establishment of Ziding Shareholder Services in 2016 [1] Group 1: Trends in Corporate Governance - Three positive changes are driving governance upgrades in China's capital market: the regulatory system upgrade represented by the new "National Nine Articles" and the new Company Law, which significantly enhances legal protection for listed companies and shareholder rights; an increasing awareness among listed companies regarding sustainable information disclosure and investor relations management, particularly among state-owned enterprises, which are expected to achieve near-complete ESG report disclosure this year; and a rapid rise in the rights awareness of institutional investors, with more domestic investment institutions actively exercising voting rights and opposing harmful actions to long-term company value [2] Group 2: Shareholder Services Evolution - The concept of shareholder services is evolving, shifting from serving controlling or major shareholders to focusing on minority shareholders, with the core aim being to help them effectively exercise their rights within the legal framework, particularly their voting rights [2] Group 3: Neutrality and Professional Judgment - Ziding operates as a neutral third party, basing all voting recommendations on whether proposals genuinely align with minority shareholders' interests and contribute to long-term company value, emphasizing that their research reports serve facts and professional judgment rather than any specific shareholder group [3] Group 4: Bridging Information Gaps for Foreign Investors - Ziding has developed a digital platform to help investors track meeting agendas and proposal content, significantly improving the efficiency and accuracy of shareholder actions, while advancements in AI translation technology are lowering the barriers for foreign investors to understand Chinese disclosure materials [4][5] Group 5: Recommendations for Foreign Institutions - For foreign institutions planning to enter the Chinese market, three recommendations are provided: to understand the latest developments in Chinese laws and regulations, particularly the new Company Law that lowers the threshold for shareholder proposals; to utilize the increasingly comprehensive public information disclosure from listed companies; and to engage in active communication during investor engagement activities, especially with central state-owned enterprises [5]

Core Viewpoint - The proposed acquisition of two target companies by a listed company was terminated due to the failure to obtain shareholder approval, highlighting the need for a merger pricing system that respects the interests of minority shareholders [1][2]. Summary by Sections Acquisition Details - The listed company intended to acquire 100% equity of two target companies for a total price of 6 billion yuan, with significant premium valuations of 506.96% and 478.49% respectively [1]. - The target companies plan to distribute large dividends of 1.556 billion yuan and 460 million yuan in 2024, with debt ratios of 75.75% and 85.21% by the end of 2024 [1]. Shareholder Voting Dynamics - A total of 588 minority shareholders participated in the voting process, with the proposal receiving 47.0683% approval, 9.9662% opposition, and 42.9655% abstentions [1]. - The low participation in voting among minority shareholders indicates a lack of understanding of the transaction, leading to the proposal's failure to pass due to insufficient support [2]. Recommendations for Improvement - Establish a rigid classification voting system to ensure that minority shareholders have a separate voting mechanism for related transactions, especially those with high premiums or sudden large dividends [2][3]. - Enhance disclosure requirements for merger pricing, including detailed assessments and justifications for significant valuation differences [3]. - Reform the selection mechanism for valuation agencies to ensure independence and fairness in the assessment process [3]. - Create a support system for minority shareholders to facilitate communication and informed decision-making regarding voting [3].