What signal is the action of the securities regulatory bureaus in many places?
Recently, the Beijing Securities Regulatory Bureau and the Shenzhen Securities Regulatory Bureau have issued fines for the number of independent directors of 6 companies. It is reported that the number of these independent directors has exceeded 5, but the external announcement said that there are no more than 5. "The content of the external announcement is inconsistent with the facts".
The new INED rules, implemented in September last year, further reduced the number of INEDs from 5 to 3 and set a one-year transition period.
There is still about half a year to reduce the number of INEDs from 5 to 3, and INEDs should adjust the number of incumbents in a timely manner and truthfully disclose the number of incumbents, otherwise INEDs may continue to receive fines. A brokerage analyst told reporters.
The Beijing Securities Regulatory Bureau took action against four companies.
On February 23, the Beijing Securities Regulatory Bureau issued a decision to issue warning letters to Beimo Hi-Tech, Li Yuhua and Wang Fei.
On June 2, 2022, the company disclosed the "Statement of Independent Director Nominees", of which item 35 is "including the companies nominated this time, the nominee does not serve as a director, supervisor or senior management in more than five companies at the same time", and Li Yuhua guarantees that the statement is true, accurate and complete, and there are no false records, misleading statements or material omissions.
After investigation, the number of independent director Li Yuhua who served as a director, supervisor or senior management at the same time exceeded five companies, and the company did not fully verify the relevant positions of independent directors, and the content of the "Independent Director Nominee Statement" announced to the public was inconsistent with the facts.
According to the Beijing Securities Regulatory Bureau, the above behavior violated the provisions of Article 3, Paragraph 1 of the Administrative Measures for Information Disclosure of Listed Companies (Decree No. 182 of the CSRC, hereinafter referred to as the "Measures"). In accordance with the provisions of paragraph 2 of Article 51 of the Measures, Wang Fei, as the secretary of the board of directors at the time, was primarily responsible for the company's violations.
In accordance with the provisions of Article 52 of the "Measures", the Beijing Securities Regulatory Bureau decided to take administrative supervision measures against the company, Li Yuhua and Wang Fei by issuing warning letters, and recorded the relevant circumstances in the market integrity file.
You should conscientiously learn lessons, earnestly strengthen the study of laws and regulations in terms of information disclosure, strictly abide by the relevant regulations, prevent the recurrence of such illegal acts, and submit a written rectification report to our bureau within 15 working days from the date of receipt of this decision. The Beijing Securities Regulatory Bureau said.
On the same day, the Beijing Securities Regulatory Bureau also issued the same fines to three other companies for the same matter.
On April 28, 2022, Yanjing Beer disclosed the "Statement of Independent Director Nominees", of which item 35 is that "including the company, I do not serve as a director, supervisor or senior management of more than five companies at the same time", and the declarant Liu Jingwei guarantees that the statement is true, accurate and complete, and there are no false records, misleading statements or material omissions. After investigation, Liu Jingwei served as a director, supervisor or senior manager at the same time in more than five companies, the company did not fully verify the relevant positions of independent directors, and the content of the "Independent Director Nominee Statement" announced to the public was inconsistent with the facts.
On April 29, 2022, Zhenshitong disclosed the "Statement of Independent Director Nominees", the 35th of which is "including the companies nominated this time, the nominee does not serve as a director, supervisor or senior management of more than five companies at the same time", and Li Yuhua guarantees that the statement is true, accurate and complete, and there are no false records, misleading statements or material omissions. After investigation, the number of independent director Li Yuhua who served as a director, supervisor or senior management at the same time exceeded five companies, and the company did not fully verify the relevant positions of independent directors, and the content of the "Independent Director Nominee Statement" announced to the public was inconsistent with the facts.
On January 15, 2021, Starnet Yuda disclosed the "Statement of Independent Director Nominees", of which item 36 is that "the nominee does not serve as a director, supervisor or senior management of more than five companies at the same time", and Liu Jingwei guarantees that the statement is true, accurate and complete, and there are no false records, misleading statements or material omissions. After investigation, the number of companies where independent director Liu Jingwei served as a director, supervisor or senior manager at the same time exceeded five, and the company did not fully verify the relevant positions of independent directors, and the content of the "Statement of Independent Director Nominees" announced by the public was inconsistent with the facts.
The Shenzhen Securities Regulatory Bureau took action against 2 companies.
Similar to the Beijing Securities Regulatory Bureau, the Shenzhen Securities Regulatory Bureau also issued fines to two companies for the same matter on February 23.
On February 23, the Shenzhen Securities Regulatory Bureau issued a decision to issue warning letters to Zheng Zhongcai, Wang Xiaoying, and Zhang Shunwen.
When Zhang Shunwen proposed to serve as an independent director of Zhengzhong Design, Zhengzhong Design and Zhang Shunwen issued the "Statement of Independent Director Nominees" and "Statement of Independent Director Candidates" on August 16, 2018 and September 1, 2021 respectively, stating that Zhang Shunwen did not serve as a director, supervisor or senior management of more than five companies at the same time, and guaranteed that the above statements were true, accurate and complete, and that there were no false records, misleading statements or material omissions.
After investigation, Zhang Shunwen was found to have more than five companies that served as directors, supervisors or senior managers at the same time, and the content of the above statement was inconsistent with the facts.
On the same day, the Shenzhen Securities Regulatory Bureau also issued a decision to issue warning letters to Aike shares, Chen Yongjian and Yang Gaoyu.
When Yang Gaoyu proposed to serve as an independent director of AICA, AIKA and Yang Gaoyu respectively issued the "Statement of Independent Director Nominees" and "Statement of Independent Director Candidates" on September 17, 2021, stating that Yang Gaoyu did not serve as a director, supervisor or senior manager in more than five companies at the same time, and guaranteed that the above statements were true, accurate and complete, and that there were no false records, misleading statements or material omissions.
After investigation, Yang Gaoyu served as a director, supervisor or senior manager of more than five companies at the same time, and the content of the above statement was inconsistent with the facts.
The number of INEDs will be reduced to three.
The Measures for the Administration of Independent Directors of Listed Companies, also known as the New Rules for Independent Directors, will come into force on 4 September 2023 and will have a one-year transition period.
The New INED Rules stipulate that, in principle, INEDs may serve as independent directors in a maximum of three domestic listed companies. Matters such as the number of INEDs will need to be gradually adjusted to comply with the requirements during the transition period.
It is reported that in the process of soliciting opinions on the new rules for INEDs, some opinions have been suggested that Article 8 of the Consultation Paper reduces the number of part-time INEDs from five to three, which is too strict, and it is recommended to relax it appropriately; There are also suggestions for further tightening to two.
According to the CSRC, from the preliminary investigation, most listed companies believe that the lack of time and energy for INEDs to invest in corporate affairs is an important reason affecting their role; Many INEDs have pointed out that if the number of INEDs has more than three, it will be difficult to ensure that each listed company has enough time and energy to perform their duties. From a practical point of view, as of the end of 2022, nearly eighty percent of INEDs have three or fewer part-time households. The provisions of the Consultation Paper on the possibility of serving as INEDs in up to three domestic listed companies in principle are in line with the direction and actual situation of the reform.
Editor-in-charge: Yang Yucheng.
Proofreading: Wang Wei.
Millions of users are watchingBombshell news blessing, A-share impact"The most critical gate"！
What's going on? Google co-founder, charged with manslaughter!
Hurricane,"China Red"！
Very informative! Wu Qing and market entities"Face to face", the next step of the reform path is clear illegal and bad information reporting**: 0755-83514034 E-mail: bwb@stcncom