Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft of the "Regulations on the Supervision and Administration of Listed Companies," marking the introduction of the first dedicated administrative regulations for listed company supervision in China [1] Group 1: Improvement of Corporate Governance Requirements - The draft regulations focus on enhancing corporate governance structures, detailing the roles and responsibilities of shareholders, boards of directors, audit committees, and independent directors [2] - It specifies the qualifications for directors and senior management, emphasizing their duties of loyalty and diligence, and outlines the responsibilities of the board secretary [2] - The regulations aim to prevent misconduct by controlling shareholders and actual controllers, including prohibiting fund occupation and illegal guarantees that harm the interests of listed companies [2] Group 2: Strengthening Information Disclosure Supervision - The draft aims to combat financial fraud in information disclosure, requiring accurate and complete financial reports and robust internal control systems [3] - It mandates the audit committee to oversee financial reports and establishes penalties for companies that engage in fraudulent practices [3] - The regulations clarify the obligations of controlling shareholders and other parties in fulfilling information disclosure requirements [3] Group 3: Regulation of Mergers and Acquisitions - The draft provides detailed definitions and requirements for mergers and acquisitions, aiming to reduce market disputes and stabilize expectations [4] - It outlines the procedures for significant asset restructuring and the role of financial advisors in ensuring compliance and independence [4] - The regulations also emphasize the obligation of listed companies to consider investor value and establish mechanisms for protecting investors during bankruptcy and restructuring processes [4] Group 4: Legal Framework for High-Quality Development - The introduction of these regulations is seen as essential for enhancing the legal framework supporting the quality of listed companies, which have grown to over 5,000 in number [5] - The CSRC highlights the need for improved governance mechanisms and compliance with information disclosure among listed companies [5] - The regulations are designed to reinforce the regulatory foundation while supporting companies in leveraging capital market systems for growth and quality enhancement [6]
证监会最新发布！完善公司治理要求 规范并购重组行为
Zheng Quan Shi Bao·2025-12-05 11:16