Corporate governance
Corporate governance

[Last updated: 1 January 2024, unless otherwise noted]

The corporate governance requirements are stipulated in company law, securities law, the Guiding Principles on Governing Listed Companies and Listing of Shares and the SSE/SZSE Listing Rules. The main requirements for listed companies to comply with both pre-IPO (as a requirement of the listing) and post-IPO (as continuing obligation) are as follows:

  • Prohibition on horizontal competition that has significant adverse effects on the issuer between the listed company and the controlling shareholder, actual controller or any other enterprise under its control.
  • Related party transactions:
    • Prohibition on unfair related-party transactions.
    • Prohibition on providing guarantees for controlling shareholders, the actual controller or any other enterprise controlled by its controlling shareholder or actual controller in violation of rules.
    • Approval of the internal authority of listed company (such as the Board of Directors or shareholders' meeting) according to the Articles of Association.
  • Appointment of a prescribed number of independent non-executive directors to the board.
  • Professional qualification of a company secretary.
  • The establishment and improvement of such rules as the shareholders' assembly, board of directors, board of supervisors, independent directors, and a secretary system for the board of directors according to law.
  • Qualification requirements of the directors, supervisors and senior managers. For example, the civil servants and the school's party and government leaders cannot serve as the directors, supervisors and senior managers in listed companies.
  • Clarification of the examination and approval authority and the deliberation procedures for an external guarantee in the Articles of Association.