The China Securities Regulatory Commission released the 'Guidelines for Investor Relations Management of Listed Companies'.
May 16,2024
In order to implement the new Securities Law and the State Council's Opinions on Further Improving the Quality of Listed Companies (Guo Fa [2020] No. 14), and to further standardize the management of investor relations in listed companies, the China Securities Regulatory Commission (CSRC) has issued the Guidelines for the Management of Investor Relations in Listed Companies (hereinafter referred to as the 'Guidelines'), which will take effect from May 15, 2022.
The Guidelines consist of 32 articles, including general principles, the content and methods of investor relations management, organization and implementation, and supplementary provisions, mainly including:
First, further clarify the definition, scope of application, and principles of investor relations management. Define investor relations management from the dimensions of content, methods, and purposes. Clarify that the Guidelines apply to joint-stock companies established in accordance with the Company Law and listed on stock exchanges in China. Foreign companies that issue stocks or depositary receipts and are listed in China shall refer to these Guidelines. Establish four basic principles: compliance, equality, proactivity, and honesty.
Second, further increase and enrich the content and methods of investor relations management, while solidifying good practices from recent years. Adapt to the development trends of the new era, such as the internet and new media, and add emerging channels like websites, new media platforms, and investor education bases, in addition to traditional communication channels like telephone and fax. Special provisions are made for the holding of investor briefings to enhance their quality and effectiveness, serving as a bridge for companies to convey value and for investors to discover value. Clarify the main responsibilities of listed companies in managing investor relations. In line with the requirements of the new development concept, increase the disclosure of environmental, social, and governance (ESG) information in communication content. Clarify the mechanisms for the management and utilization of investor relations management archives in listed companies.
Third, further clarify the organization and implementation of investor relations management in listed companies, while strengthening constraints on listed companies. At the operational level, further clarify the formulation of systems, departmental settings, responsible entities, personnel allocation, and training in investor relations management. Strengthen the main responsibilities of the 'key minority' in listed companies, and besides the board secretary and specialized personnel, also impose requirements on controlling shareholders, actual controllers, directors, supervisors, and management personnel, clarifying their prohibitions in investor relations management. Advocate for investors to enhance their awareness as shareholders, exercise their rights legally, and form a rational and mature investment culture. Clarify that the CSRC and its dispatched agencies will supervise and manage the investor relations management of listed companies in accordance with the law. Clarify that self-regulatory organizations such as stock exchanges and listed company associations will formulate self-regulatory rules for self-management.
During the drafting process of the Guidelines, the CSRC publicly solicited opinions from society, listening to feedback from relevant parties through symposiums and written consultations. The general public supports the content of the Guidelines, and the CSRC has carefully studied the suggestions for amendments and improvements proposed by various parties, incorporating reasonable suggestions.
Strengthening investor relations management is an important measure to improve the quality of listed companies and is also a key aspect of investor protection. In the next steps, the CSRC will urge listed companies to earnestly implement the measures proposed in the Guidelines in specific regulatory work, strengthen effective communication between listed companies and investors, promote the improvement of corporate governance, and effectively protect the legitimate rights and interests of investors, especially small and medium-sized investors.