Rules of the Shenzhen Stock Exchange for Online Voting at Shareholders' Meetings of Listed Companies

 2018-06-24  7



  • Document NumberNo. 692 [2017] of the Shenzhen Stock Exchange
  • Area of Law Securities
  • Level of Authority Industry Regulations
  • Date issued11-01-2017
  • Effective Date11-13-2017
  • Status Effective
  • Issuing Authority Shenzhen Stock Exchange



Notice of the Shenzhen Stock Exchange on Issuing the Detailed Implementing Rules of the Shenzhen Stock Exchange for Online Voting at Shareholders' Meetings of Listed Companies (2017 Revision)
(No. 692 [2017] of the Shenzhen Stock Exchange)
All market participants:
For purposes of strengthening the risk management of online voting at shareholders' meetings of listed companies, promoting the steady development of businesses, and protecting investors' lawful rights and interests, the Shenzhen Stock Exchange has revised the Detailed Implementing Rules of the Shenzhen Stock Exchange for Online Voting at Shareholders' Meetings of Listed Companies, which are hereby issued, and shall come into force on November 13, 2017.

Annex: Detailed Implementing Rules of the Shenzhen Stock Exchange for Online Voting at Shareholders' Meetings of Listed Companies (2017 Revision)
Shenzhen Stock Exchange
November 1, 2017
Detailed Implementing Rules of the Shenzhen Stock Exchange for Online Voting at Shareholders' Meetings of Listed Companies (2017 Revision)
Chapter I General Provisions
Article 1 For purposes of regulating online voting at shareholders' meetings of listed companies, and protecting investors' lawful rights and interests, these Detailed Rules are developed in accordance with relevant laws, administrative regulations, departmental rules, regulatory documents, and business rules of the Shenzhen Stock Exchange (hereinafter referred to as the “SZSE”) .
Article 2 These Detailed Rules shall apply to online voting services for shareholders' meetings provided by listed companies to their shareholders through the SZSE's online voting system for shareholders' meetings.
Article 3 For the purpose of these Detailed Rules, “online voting system for shareholders' meetings of listed companies” (hereinafter referred to as the “online voting system”) means the information technology system through which the SZSE provides services by using network and communications technologies for the exercise of voting rights at shareholders' meetings by shareholders of listed companies. The online voting system covers the SZSE's trading system and Internet voting system (website: http://wltp.cninfo.com.cn). A listed company may choose the subsidiary on-site voting system to collect and summarize on-site voting data and authorize Shenzhen Securities Information Co., Ltd. (hereinafter referred to as the “Information Company”) to calculate online voting and on-site voting data on a consolidated basis.
Article 4 When convening shareholders' meetings, listed companies shall provide shareholders with online voting services for shareholders' meetings in addition to on-site voting at the meeting. On-site shareholders' meetings of listed companies shall be convened on the trading day of the SZSE.
Article 5 All shareholders registered on the date of record at the shareholders' meeting shall be entitled to exercise their voting rights through the online voting system.
Article 6 The SZSE authorizes the Information Company to accept the authorization of listed companies to provide online voting services for shareholders' meetings. If a listed company provides shareholders with online voting services through the SZSE's online voting system, it shall enter into a service agreement with the Information Company.
Chapter II Preparations for Online Voting
Article 7 A listed company shall give a specific explanation on the voting code of online voting, voting abbreviation, voting time, voting proposals, proposal types and other relevant matters in the notice of the shareholders' meeting.
Article 8 A listed company shall apply for opening online voting services through the SZSE's online voting system on the next trading day after the date when the notice of the shareholders' meeting is issued, and enter the basic materials on the shareholders' meeting, voting proposals, proposal types and other voting information in the system. The listed company shall complete the reexamination of voting information on the next trading day after the date of record, confirm the truthfulness, accuracy and integrity of voting information, and assume all possible risks and losses arising therefrom.
Article 9 A listed company shall, at least two trading days before the convening of online voting, provide the electronic data on all shareholders registered by the date of record, including the name or title of shareholders, the account number of shareholders, number of shares held, and other content. The interval between the date of record of the shareholders' meeting of a listed company and the date when online voting commences shall not be less than two trading days.
Chapter III Voting through the Trading System
Article 10 The time when online voting conducted through the SZSE's trading system shall be trading hours of the SZSE on the date when the shareholders' meeting is convened.
Article 11 The SZSE's trading system shall designate special voting codes and voting abbreviation for online voting at shareholders' meetings.
(1) The voting code for the main board and the SME board is “36 + last four digits of stock code”.
(2) The voting code for the GEM board begins with “365000” followed by the last four digits of the stock code. For example, if the stock code is “300001,” the voting code is “365001”; if the stock code is “301001,” the voting code is “366001”.
(3) The voting abbreviation is “XX voting,” and the voting abbreviation is set by the listed company based on its securities abbreviation.
(4) The range of online voting codes of preferred stocks is from 369601 to 369899, of which the range of voting codes of preferred stocks on the main board is from 369601 to 369699, the range of voting codes of preferred stocks on the SME board is from 369701 to 369799, the range of voting codes of preferred stocks on the GEM board is from 369801 to 369899, and the abbreviation of online voting is “XX preferred stock voting.”
Article 12 A shareholder of a listed company that votes through the SZSE's trading system may log on the clients' terminal for trading of the securities company to participate in online voting.
Chapter IV Voting through the Internet Voting System
Article 13 Voting through the Internet voting system shall commence at 3:00 pm on the day before the date when the shareholders' meeting is convened and end at 3:00 pm on the date when on-site shareholders' meeting ends.
Article 14 Shareholders who vote via the Internet voting system shall authenticate their identity in accordance with the Guidelines of the Shenzhen Stock Exchange for the Identity Authentication of Investors for Network Services (2016 Revision) and obtain a “Shenzhen Stock Exchange Digital Certificate” or “Shenzhen Stock Exchange Investor Service Password”.
Article 15 After logging on the Internet voting system, shareholders may vote through the Internet voting system only after they pass the identity authentication.
Article 16 In accordance with the provisions of relevant rules, the following collective account holder or nominal holder that needs to solicit the voting opinions of the principal or the actual holder before exercising the voting right shall, after soliciting the opinion, vote through the Internet voting system, and shall not vote through the trading system.
(1) The securities company that holds clients' guarantee securities accounts for credit transactions in margin trading and short selling.
(2) Securities companies holding special securities accounts for agreed repurchase transactions.
(3) China Securities Finance Corporation Limited that holds guarantee securities accounts for refinancing.
(4) Qualified foreign institutional investors (QFII).
(5) Overseas B-share agents.
(6) Hong Kong Securities Clearing Company Limited (hereinafter referred to as “HKSCC”) that holds stocks under the Shenzhen-Hong Kong Stock Connect.
(7) Other collective account holders or nominal holders determined by the CSRC or the SZSE.
The matters on HKSCC's participation in online voting at shareholders' meetings of listed companies under the Shenzhen-Hong Kong Stock Connect shall be otherwise prescribed by the SZSE.
Chapter V Voting at Shareholders' Meetings and Rules for the Calculation of Votes
Article 17 Shareholders shall participate in online voting through their shareholders' accounts. A-share holders shall vote through the accounts of A-shareholders, B-share holders shall vote through the accounts of B-share holders, and preferred shareholders shall vote separately through the accounts of A-share holders. The number of voting rights exercised by shareholders is the total number of the same types of shares held in shareholders' accounts under their name (shares are categorized according to A shares, B shares and preferred shares).
Where a shareholder holds the same type of shares of a listed company through many shareholders' accounts, the shareholder may use any shareholders' account that holds the same type of shares of the listed company to participate in online voting, and after voting, it shall be deemed that the same type of shares under all shareholders' accounts owned by the shareholder have casted votes that are the same with the aforesaid voting opinion. If shareholders vote separately through many shareholders' accounts, the first valid voting result shall prevail.
The principle for confirming that many shareholders' accounts are held by the same shareholder is that the “name of account holder” and “number of valid identity certificate document” of registration materials are same, for the materials on the registration of shareholders' accounts, the date of record shall prevail.
Article 18 Where a shareholder has casted one or more valid votes on any proposal of the shareholders' meeting through the online voting system, it shall be deemed that the shareholder attends the shareholders' meeting, and the number of the same type of shares held by such a shareholder shall be included in the total number of voting rights held by shareholders attending the shareholders' meeting. For proposals that such shareholders fail to vote or fail to comply with the requirements of these Detailed Rules, it shall be deemed that the shareholder has abstention in terms of the number of voting rights held by the shareholder.
The number of entrusted shares entered through the Internet voting system by qualified foreign institutional investors (QFII), guaranteed securities accounts for credit transactions in margin trading and short selling of securities companies, guarantee securities accounts of China Securities Finance Corporation Limited for refinancing, special securities accounts for agreed repurchase transactions, overseas B-share agents, HKSCC and other collective account holders or nominal holders shall be included in the total number of voting rights held by shareholders attending the shareholders' meeting. Votes through the trading system shall not be deemed as valid votes and shall not be included in the total number of voting rights held by shareholders attending the shareholders' meeting.
Article 19 For a non-accumulative voting proposal, shareholders shall expressly give the affirmative or dissenting opinion or abstention.
The collective account holder or nominal holder prescribed in paragraph 1 of Article 16 of these Detailed Rules shall, according to the solicited voting opinion, enter and report the number of entrusted shares, and at the same time, summarize and enter the number of shares of the principal or actual holder corresponding to all kinds of voting opinions on each proposal.
Article 20 Where accumulative voting is adopted for proposals, the shareholder has the number of votes which is the same with the number of directors or supervisors to be elected under each group of proposals for each share held. The shareholder may cast his or her several votes to one candidate or to several candidates. The shareholder shall vote within the limit of number of votes under each group of proposals. If the number of votes casted by the shareholder exceeds his or her number of votes, or his or her number of votes in competitive election exceeds the number of people to be elected, his or her votes on the proposal shall not be deemed as valid votes.
When a shareholder holds the same type of shares of the listed company through many shareholders' accounts, the number of votes owned by the shareholder shall be calculated based on the number of same type of shares under all shareholders' accounts owned by the shareholder on a consolidated basis. When the shareholder votes through any shareholders' account of the same type of shares of the listed company, the shareholder shall vote within the limit of number of votes corresponding to all same type of shares under all shareholders' accounts owned by the shareholder. If shareholders vote separately through many shareholders' accounts, the number of votes recorded in the first valid voting result shall prevail.
Article 21 Where a listed company sets the general proposal for the purpose of facilitating shareholders' voting, shareholders' voting on the general proposal shall be deemed as expressing the same opinion on all proposals other than the accumulative voting proposal.
When shareholders repeatedly vote on the general proposal and subsidiary proposal of the same proposal, the first valid vote shall prevail. If shareholders first vote on the subsidiary proposal and then vote on the general proposal, the voting opinion on the subsidiary proposal shall prevail. For other proposals on which shareholders have not voted, the voting opinion of the general proposal shall prevail. If shareholders first vote on the general proposal and then vote on the subsidiary proposal, the voting opinion on the general proposal shall prevail.
Article 22 Where a listed company provides shareholders with online voting services through the SZSE's trading system and Internet voting system, the online voting system shall calculate the online voting data of the SZSE's trading system and Internet voting system on a consolidated basis. If the listed company chooses the subsidiary on-site voting system, the Information Company shall calculate the on-site voting and online voting data on a consolidated basis.
Where the same shareholder repeatedly votes through two or more methods of the SZSE's trading system, Internet voting system and subsidiary on-site voting system, the first valid voting result shall prevail.
Article 23 Where a shareholder that needs to withdraw from voting or promises to abandon the voting right participates in voting through the online voting system, the online voting system shall provide all voting records to the listed company, and the listed company shall remove the aforesaid shareholders' votes when calculating the voting result.
When the listed company chooses the subsidiary on-site voting system, it shall set withdrawal on the proposal in the subsidiary on-site voting system, and enter the information on shareholders who withdraw in a truthful, accurate and complete manner. When the Information Company calculates the on-site voting data and online voting data on a consolidated basis, it shall remove the corresponding shareholders' votes according to the information on shareholders who withdraw as provided by the listed company.
Article 24 Where there are different proposals on the same matter, the online voting system shall provide the listed company with all voting records, and the listed company shall conduct statistics on the voting result of the shareholders' meeting according to relevant provisions and company's bylaws.
Article 25 For the voting information of preferred shareholders, the online voting system only calculates the original voting data. For preferred shareholders whose voting rights are resumed, the voting result shall be calculated pro rata by the listed company on the basis of the original voting data.
Article 26 When any major matter that affects the interests of minority investors are deliberated at the shareholders' meeting of a listed company, separate statistics of the voting result of minority investors shall be conducted and the result shall be disclosed.
“Minority investors” as mentioned in the preceding paragraph means shareholders other than the company's directors, supervisors, senior executives and shareholders who hold 5% or more shares of the company separately or aggregately.
Article 27 A listed company shall obtain online voting data through the Internet system after the completion of on-site voting at the shareholders' meeting.
Where a listed company chooses the subsidiary on-line voting system and authorizes the Information Company to calculate on-site voting and online voting results on a consolidated basis, the Information Company shall, after the completion of on-site voting at the shareholders' meeting, send the online voting data, on-site voting data, consolidated voting data and their details to the listed company.
Article 28 A listed company and its lawyers shall conduct regulatory compliance confirmation of the voting data, and finally form the voting result of the shareholders' meeting; and if they have any objection to the voting data, they shall file the objection with the SZSE and the Information Company in a timely manner. The listed company shall disclose the lawyers' opinions and the voting result of the shareholders' meeting in accordance with the relevant provisions.
Article 29 In the next trading day after the completion of the shareholders' meeting, shareholders who vote through the trading system may consult their voting results through the client terminal for transactions of the securities company.
Shareholders may consult online voting results in the recent one year through the website of the Internet voting system.
For the voting opinion of the general proposal, the online voting inquiry result is the voting result of all proposals.
Chapter VI Supplementary Provisions
Article 30 SZSE members shall maintain relevant technical systems to ensure smooth online voting channels.
Article 31 SZSE members shall, by reference to relevant laws, administrative regulations, departmental rules, regulatory documents, the Trading Rules of the Shenzhen Stock Exchange and other relevant provisions, properly maintain investors' voting records, and shall not vote by usurping or in the disguised name of any investor, shall not falsify investors' voting records, or unlawfully affect investors' voting opinions. Members shall report voting data to the SZSE in a truthful, accurate and complete manner according to investors' willingness to vote.
Article 32 Online voting data submitted by SZSE members through the SZSE's trading system shall not be included in the declared amount of annual fees for trading unit management. SZSE members shall provide investors with services of consulting voting results of relevant trading systems.
Article 33 These Detailed Rules shall apply, mutatis mutandis, to the online voting of holders of funds, bonds and other products. The range of online voting codes of fund holders is from 369001 to 369399, the abbreviation is “XX fund voting,” the range of online voting codes of holders of bonds and other fixed-income products is from 369501 to 369599, and the abbreviation is “XX bond voting.”
Article 34 Where the online voting system cannot normally run due to force majeure, an accident, technical failure or any other abnormal circumstance that cannot be controlled by the SZSE or the Information Company, the SZSE or the Information Company may take corresponding measures such as adjusting the time of online voting. If online voting cannot normally proceed due to any abnormal circumstance as mentioned in the preceding paragraph, and the investor cannot normally vote since the SZSE or the Information Company takes corresponding measures, the SZSE and the Information Company shall not assume the relevant responsibility.
Article 35 For the purpose of these Detailed Rules, “more than” includes the figure itself.
Article 36 These Detailed Rules shall be subject to interpretation by the SZSE.
Article 37 These Detailed Rules shall come into force on November 13, 2017. The Detailed Implementing Rules of the Shenzhen Stock Exchange for Online Voting at Shareholders' Meetings of Listed Companies (Revised in September 2016) (No. 682 [2016], SZSE) issued by the SZSE on September 30, 2016 shall be repealed concurrently.