Voting results from an ST Longda shareholder meeting on the evening of May 22nd showed that a proposal to lower the conversion price for convertible bonds was rejected, with opposing votes accounting for 62.97% of the total. The proposal failed to pass. The previous evening, on May 21st, Aojing Medical disclosed the voting results from its 2025 annual general meeting. Two proposals—one to confirm the compensation plan for directors and another to purchase directors' and officers' liability insurance—were unexpectedly vetoed by minority shareholders. The opposing votes reached 800,000, representing over 80% of the votes cast.

In recent times, cases where minority shareholders have swayed listed companies' proposals are not uncommon. For instance, on May 13th, a proposal by Tongling Nonferrous Metals Group regarding estimated daily financial-related connected transactions for 2026 was rejected at its 2025 annual general meeting, with opposing votes making up 79.09%. On the evening of May 11th, a routine connected transaction proposal by Kangdelai was also voted down. On May 7th, an extraordinary general meeting of Zhongjin Lingnan rejected a proposal to extend the deadline for a private placement.

Situations where minority shareholders influence shareholder meeting resolutions typically only occur when proposals involve connected transactions and major shareholders are unable to vote due to conflict-of-interest rules. Although the conditions are relatively "stringent," minority shareholders can still exert significant influence on a listed company's controlling shareholders under specific circumstances. For example, the rejected proposal by Tongling Nonferrous involved connected transactions between the listed company's controlled subsidiary and its controlling shareholder and its subordinate units, with the maximum total amount of deposits and loans involved reaching 75 billion yuan. The intended subscriber for Zhongjin Lingnan's private placement was its controlling shareholder, Guangdong Rising Holdings Group, with a maximum fundraising target of 1.306 billion yuan. Since this private placement proposal had already been authorized and passed at a shareholder meeting on May 8, 2025, and the 12-month validity period has now ended, the shareholder meeting's refusal to grant an extension means the private placement matter has been shelved.

The voting of minority shareholders is a result of rational calculation. Connected transactions of listed companies often involve profit distribution with controlling shareholders. The fairness of their pricing is difficult to supervise effectively, and whether they can yield benefits superior to market-based procurement or sales is also hard to quantify. In such cases, vetoing connected transactions is an effective means to avoid risks.

For instance, Tongling Nonferrous's connected transaction essentially involves deposit and loan business between its finance company and the controlling shareholder. Tongling Nonferrous's main business is copper production; financial business is not its core operation. Reducing large-scale fund dealings with the controlling shareholder is more conducive to ensuring its own fund safety. Zhongjin Lingnan's proposed private placement price was only 3.72 yuan per share, lower than the company's net asset value per share (4.50 yuan). On the day of the shareholder meeting, its stock price was 8.08 yuan per share. Vetoing the private placement to the controlling shareholder can prevent significant dilution of the shareholding of minority shareholders.

The voting of minority shareholders may also contain emotional factors. For example, Aojing Medical's proposal to purchase liability insurance for directors and senior officers involved an annual total premium expenditure not exceeding 600,000 yuan, providing a maximum compensation limit of 100 million yuan. Directors' and officers' liability insurance is standard for listed companies, especially for independent directors. Such insurance serves as a "safety net" for their duties, bridging the gap between limited independent director allowances and potentially high liability compensation. Vetoing this proposal could impact the board's work in recruiting independent directors. Furthermore, the proposal to confirm the director compensation plan was also rejected, despite the company returning to profitability in 2025 and a significant decrease in core management compensation. This may affect management's motivation to perform their duties.

Whether driven by rationality or emotion, for listed companies, the voting rights of minority shareholders are not insignificant; they can play a crucial role at specific times. This requires that boards of directors, when formulating relevant proposals, should fully consider the interests of minority shareholders and clearly articulate the benefits of the proposals. Of course, more importantly, shareholder meetings should strive to avoid situations of conflict of interest when reviewing proposals. Non-essential connected transactions should be decisively abandoned, and corporate governance structures should be as independent as possible.

For instance, regarding Aojing Medical's board compensation-related proposals, if board members and major shareholders had no direct interest, or had interests but did not receive compensation from the listed company, major shareholders might not need to abstain from voting during conflicts of interest. The compensation proposals might then pass smoothly, but this would require a significant transformation in the corporate governance structure.

Although instances of minority shareholders participating in corporate governance by "voting with their hands" have emerged collectively, for over 5,000 A-share listed companies and tens of thousands of shareholder meeting proposals annually, "active shareholders" remain a minority. The vast majority of listed companies are still dominated by actual controllers, controlling shareholders, and boards of directors. According to reports, based on disclosures from fund companies regarding their exercise of voting rights at listed company shareholder meetings in 2025, the number of listed companies involved varies greatly among different firms—some participated in over 50, while others did not participate at all throughout the year. Votes in favor were the majority, with opposing votes still being exceptional cases.

Currently, A-share companies are undergoing a systematic transformation in governance structure, including measures to restrict the power of major shareholders, solidify the responsibilities of independent directors, clarify the duties and authority of the board secretary, and authorize the China Securities Investor Services Center to exercise shareholder rights jointly with other shareholders. However, the effectiveness of these measures in achieving their intended outcomes still depends on whether minority shareholders can act as "active shareholders." Investors should take responsibility for their own wealth and actively exercise their shareholder rights. Only in this way can they form effective supervision over the "insiders" of listed companies and ensure that the companies' actions align with the overall interests of shareholders.