首部上市公司监督行政法规将出炉！聚焦五大内容，首设“公司治理”专章

Core Viewpoint - The introduction of the first dedicated regulatory administrative regulations for listed companies in China aims to enhance the regulatory framework, improve the quality of listed companies, and address governance issues, information disclosure, mergers and acquisitions, investor protection, and illegal activities. Group 1: Company Governance - The new regulations establish a dedicated chapter on "Company Governance," detailing the basic structure of governance, including the roles and responsibilities of shareholders, boards, audit committees, and independent directors [2][3] - The regulations specify the qualifications and duties of directors and senior management, emphasizing their obligations and the responsibilities of the board secretary [2] - The regulations also focus on the behavior of controlling shareholders and actual controllers, prohibiting actions that harm the interests of listed companies, such as fund occupation and illegal guarantees [3] Group 2: Mergers and Acquisitions - The regulations emphasize the need to standardize acquisition behaviors, clarifying definitions, qualifications of acquirers, and disclosure standards to reduce market disputes and stabilize expectations [4] - They also define and regulate major asset restructuring, including the requirements and procedures for such actions, as well as the independent listing of subsidiaries [5] - Financial advisory roles are defined, including the responsibilities and independence requirements of financial advisors in mergers and acquisitions [6] Group 3: Investor Protection - The regulations highlight the obligation of listed companies to focus on investment value, including requirements for cash dividends and share buybacks to enhance investor returns [6] - They establish a coordination mechanism between bankruptcy restructuring administration and courts to protect investors, especially in cases of delisting risks [6] Group 4: Information Disclosure and Compliance - The regulations stress the importance of combating financial fraud, requiring accurate and complete financial reporting and establishing internal control systems [7][8] - They outline the responsibilities of audit committees in reviewing financial reports and the board's duty to recover profits and excessive compensation resulting from fraud [8] - The regulations also clarify the obligations of shareholders and related parties in information disclosure, balancing shareholder rights with fair disclosure principles [8]