Chinese Fund Reporter Mo Lin
On the evening of February 23, Soochow Securities announced that due to the irregular employment process of the independent directors, Yang Wu, the secretary of the board of directors, was supervised and warned by the Shanghai Stock Exchange.
This is the first listed broker since the implementation of the "Independent Directors" in September last year.
There are major flaws in the hiring process
Soochow Securities Secretary Leading ticket
As mentioned, Soochow Securities was mentioned in the warning letter in 2023 2023On December 13th, the board of directors was held to determine the candidate for independent directors, and disclosed the notice of the shareholders meeting the next day, and held a shareholders meeting on December 29 of the same year to review and approve the appointment of independent directors.However, the company failed to notify the announcement of the shareholders meeting of the independent directors before December 14, 2023, and submitted the relevant materials of the independent directors candidates through the business management system of the Shanghai Stock Exchange.The relevant materials, after correction of the Shanghai Stock Exchange, did not complete the supplementary submission until the shareholders meeting was held on January 3, 2024. The filing time was obviously delayed, and there were major flaws in the appointment process.
The Shanghai Stock Exchange pointed out that the employment of independent directors is related to the normality and effectiveness of internal governance of the board of directors of the listed company.Carry out.The relevant materials for submitting an independent directors candidate to the Shanghai Stock Exchange are the pre -necessary procedures for elected independent directors stipulated in the relevant laws and regulations.The independent directors of the Election of Soochow Securities have not fulfilled the relevant procedures for submitting materials within the prescribed time and violated the relevant regulations.
Article 11 of the "Administrative Measures for Independent Directors of Listed Companies" stipulates that listed companies shall be disclosed in accordance with Article 10 and the provisions of the preceding paragraphs before the shareholders meeting of the independent directors.Related content, and submit all the relevant materials of the independent directors to the Stock Exchange, the relevant submitted materials should be true, accurate and complete.In accordance with regulations, the securities exchanges review the relevant materials of the independent directors candidates, and carefully judge whether the independent directors candidate meets the qualifications and have the right to obtain objections.If the securities exchange proposes to objection, the listed company shall not submit the election of the shareholders meeting.
The Shanghai Stock Exchange believes that Yang Wei, then secretary of the board of directors of Soochow Securities, as the specific person in charge of the companys information disclosure transaction, failed to diligently responsibilities, and was responsible for the companys violations.And its commitment.The company and the staff of the company and the director and supervisor shall take effective measures to rectify the relevant violations. Combining the illegal matters pointed out by the decision -making book, in -depth investigations on the hidden dangers of compliance in the companys information disclosure and standardized operations, formulate targeted preventive measures.Effectively improve the companys information disclosure and standardized operation level.The company needs to submit a rectification report and confirmed by all the directors and supervisors within one month after receiving the decision.
Shanghai Stock Exchange: Strict accountability
Since the release of supporting rules such as "Stock Listing Rules", the reform of the independent directors system has implemented, focusing on solving outstanding problems such as "independent directors" and "vase independent directors", and give full play to the improvement of independent directors to improve the governance of listed companies, promote the quality of listed companies, protect the quality of listed companies, protect the protectionListed companies and the key role in the legitimate rights and interests of small shareholders.
According to public information statistics, since the implementation of the new rules of the independent directors on September 4, 2023, the Shanghai Stock Exchange has continuously explored the establishmentIf the violations, and independent directors have repeatedly and continued illegal, the responsibility of independent directors has been strengthened.As of now, a total of more than 10 disciplinary sanctions and regulatory measures have been implemented for independent directors, mainly involving independent directors violations of the performance forecast and financial fraud.
The Shanghai Stock Exchange has also strictly captured a group of typical cases that violate the new rules of independent directors.For example, on December 5, 2023, the Shanghai Stock Exchange was the former independent directors Guo Bianhong, Jiang Xiaodan, and Liu Xinfa who did not attend the board of directors and did not entrust other independent directors to attend.Regulatory warnings; on December 29, 2023, due to the obvious delay of the filing time, there were major flaws in the hiring process.
The Shanghai Stock Exchange stated that it will continue to be strictly held accountable in the future. Pay attention to the independent directors duty to perform their duties.Cooperate with new rules such as unique directors to perform new rules to ensure the implementation of the reform of the independent directors system.
Edit: Captain
Review: Woodfish
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