On February 23, the Shanghai Stock Exchange announced that it had given a regulatory warning to Soochow ** and Yang Wei, secretary of the board of directors, because the company elected independent directors and failed to perform the relevant procedures for submitting materials within the specified time, and there were major flaws in the appointment process. According to the observation of the reporter of "Daily Economic News", this may be the first listed securities firm to be punished for such problems after the implementation of the new rules on independent directors.
It is reported that the board of directors of Soochow ** held a meeting on December 13, 2023 to determine the candidates for independent directors, disclosed the notice of the general meeting of shareholders on December 14, 2023, and held a general meeting of shareholders on December 29, 2023 to deliberate and approve the proposal for the appointment of independent directors.
However, the SSE found that Soochow** failed to submit the relevant materials of the independent director candidates to the SSE through the SSE's corporate business management system before the announcement of the notice of the shareholders' meeting for the election of independent directors, that is, before December 14, 2023, and did not submit the relevant materials for the independent director candidates to the SSE until December 28, 2023 at the latest. After being requested by the Shanghai Stock Exchange, the supplementary submission will not be completed until January 3, 2024, i.e., after the general meeting of shareholders is convened.
The reporter of "Daily Economic News" learned that on September 4, 2023, the "Measures for the Management of Independent Directors of Listed Companies" will be implemented, and Soochow ** is also the first listed securities firm to be fined after the new rules for independent directors.
According to Article 10 of the Measures, if a listed company sets up a nomination committee in the board of directors, the nomination committee shall review the qualifications of the nominee and form a clear review opinion.
The listed company shall, before the general meeting of shareholders for the election of independent directors, disclose the relevant content in accordance with the provisions of these Measures, and submit the relevant materials of all independent director candidates to the ** exchange, and the relevant submitted materials shall be true, accurate and complete.
Then, the Exchange will review the relevant materials of the independent director candidates in accordance with the regulations, and prudently judge whether the independent director candidates meet the qualifications and have the right to raise objections. **If the exchange raises an objection, the listed company shall not submit it to the general meeting of shareholders for election.
However, Soochow submitted the relevant materials to the Shanghai Stock Exchange as late as the day before the shareholders' meeting, and the supplementary materials were only submitted after the shareholders' meeting. In this regard, the Shanghai Stock Exchange believes that the filing time of Soochow ** has been significantly delayed, and there are major flaws in the appointment process.
According to the SSE, the appointment of independent directors is related to the standardization of the composition of the board of directors of the listed company and the effectiveness of internal governance, and has a significant impact on the standardized operation of the listed company, and should be carried out in accordance with the prescribed conditions and procedures.
The SSE further emphasized that "the submission of relevant materials to the Exchange for independent director candidates is a necessary procedure for the election of independent directors as stipulated by relevant laws and regulations".
Therefore, in view of the facts and circumstances of the above-mentioned violations, the Shanghai Stock Exchange issued a regulatory warning to Yang Wei, the then secretary of the board of directors, of Soochow**. At the same time, the Shanghai Stock Exchange requires Soochow** and its directors, supervisors and senior management personnel (hereinafter referred to as directors, supervisors and senior managers) to take effective measures to rectify relevant violations, conduct in-depth investigations on the compliance risks existing in the company's information disclosure and standardized operation in combination with the violations pointed out in this decision, formulate targeted preventive measures, and effectively improve the company's information disclosure and standardized operation level.
In addition, the SSE also requires Soochow** to submit a rectification report signed and confirmed by all directors, supervisors and senior executives to the SSE within one month after receiving this decision.
Coincidentally, on February 3, the listed company Haitai Development and Li Hongliang, secretary of the board of directors, were also given regulatory warnings, similar to Soochow**, there are also major flaws in the appointment process of independent directors.
It is reported that Haitai Development held a board meeting on December 4, 2023 to determine the candidates for independent directors, disclosed the notice of the general meeting of shareholders on December 5, 2023, and held a general meeting of shareholders on December 20, 2023 to deliberate and approve the proposal for the appointment of independent directors.
The SSE pointed out that the relevant materials submitted by Haitai Development to the SSE for independent director candidates lacked the necessary materials such as independent director qualification certificates, and the company did not complete the supplementary submission until January 4, 2024, that is, after the shareholders' meeting was held, after the SSE repeatedly requested supplemental corrections, and the filing time was significantly delayed, and there were major flaws in the appointment process.
National Business Daily.