Measures of the Beijing Stock Exchange for the Continuous Regulation of Listed Companies (for Trial Implementation)

Measures of the Beijing Stock Exchange for the Continuous Regulation of Listed Companies (for Trial Implementation) 北京证券交易所上市公司持续监管办法(试行) Order of the China Securities Regulatory Commission (No. 189) The Measures of the Beijing Stock Exchange for the Continuous Regulation of Listed Companies (for Trial Implementation), as deliberated and adopted at the 6th executive meeting of the China Securities Regulatory Commission on October 28, 2021, are hereby issued, and shall come into force on November 15, 2021. Yi Huiman, Chairman of the China Securities Regulatory Commission October 30, 2021 Annex 1: Measures of the Beijing Stock Exchange for the Continuous Regulation of Listed Companies (for Trial Implementation) Annex 2: Legislative Notes on the Measures of the Beijing Stock Exchange for the Continuous Regulation of Listed Companies (for Trial Implementation) Measures of the Beijing Stock Exchange for the Continuous Regulation of Listed Companies (for Trial Implementation) Chapter I General Provisions Article 1 For the purposes of regulating the acts of relevant parties after enterprises' stocks are listed on the Beijing Stock Exchange (hereinafter referred to as the “BSE”), supporting and guiding the better development of innovation-oriented small and medium-sized enterprises, and protecting the lawful rights and interests of investors, these Measures are developed in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the “Securities Law”), the Company Law of the People's Republic of China, and the relevant laws and regulations. Article 2 The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) shall conduct the supervision and administration of companies listed on the BSE (hereinafter referred to as the “listed companies”) and relevant entities in accordance with the Securities Law and other applicable laws and regulations, these Measures and other relevant provisions of the CSRC. In case of any discrepancy between the provisions of these Measures and other relevant provisions of the CSRC, these Measures shall apply. The CSRC shall improve relevant specific institutional arrangements in due course according to the features of the BSE in primarily serving innovation-oriented small and medium-sized enterprises and market operation. Article 3 The BSE shall, in accordance with the Measures for the Administration of Stock Exchanges, these Measures and other relevant provisions, establish a system of rules for continuous regulation centering on listing rules, and develop specific implementing rules in such aspects as corporate governance, continuous information disclosure, shareholding reduction, equity incentives, employee stock ownership plans, material asset restructurings, and delisting. Listed companies shall comply with the BSE's implementing rules for the continuous regulation. The BSE shall perform first-line regulatory duties, strengthen the coordination between information disclosure and regulation of transactions on the secondary market, increase on-site inspections, reinforce regulatory inquiries, effectively prevent and combat insider trading and market manipulation, and urge listed companies to improve the quality of information disclosure. Chapter II Corporate Governance Article 4 A listed company shall enhance its public company awareness, maintain a sound, effective and transparent governance system and supervision mechanism whereby to ensure the procedure-based operation of the general meeting of shareholders, the board of directors and the board of supervisors, urge its directors, supervisors and senior officers to fulfill their duty of loyalty and duty of care, clarify its dispute resolution mechanism, safeguard the lawful rights of all shareholders, proactively fulfill social responsibilities, and protect the basic rights and interests of stakeholders. The controlling shareholder and actual controller of a listed company shall be honest and trustworthy, exercise their rights in accordance with the law, strictly fulfill their undertakings, maintain the independence of the company, and safeguard the common interests of the company and all shareholders. Article 5 A listed company shall have independent directors. The selection and appointment of independent directors and their performance of duties shall comply with the relevant provisions of the CSRC and the BSE. Article 6 A listed company shall be encouraged to set up special committees such as those for audit, strategy, nomination, remuneration and appraisal, as required. The special committees shall be responsible to the board of directors and perform their duties in accordance with the company's bylaws and the authorization of the board of directors. Members of the special committees shall all be directors. Specifically, independent directors shall form the majority of all members of the audit committee, the nomination committee and the remuneration and appraisal committee and shall serve as conveners thereof, and the convener of the audit committee shall be an accounting professional. Article 7 A listed company shall actively provide returns to shareholders, and provide for in its bylaws shareholder return policies such as cash dividend distribution and share repurchase according to its own conditions and development stage, and strictly implement such policies. The BSE may develop the rules for shareholder returns. Article 8 A listed company shall de......