上市公司监管条例公开征求意见

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft for public consultation on the "Regulations on the Supervision and Administration of Listed Companies," aiming to enhance corporate governance, support mergers and acquisitions, combat illegal activities, and protect investors [1][4]. Group 1: Corporate Governance - The draft emphasizes the regulation of corporate governance, detailing the governance structure and behavior of controlling shareholders and actual controllers, and reinforcing the duties of directors and executives [1][3]. - It establishes a mechanism for the return of fraudulent dividends and compensation, aiming to strengthen internal controls and enhance the responsibilities of the audit committee [3][5]. Group 2: Mergers and Acquisitions - The draft refines the regulations regarding the acquisition of listed companies, clarifying definitions, qualifications of acquirers, and disclosure standards to stabilize market expectations [2][5]. - It also improves the requirements and procedures for major asset restructurings and enhances the regulatory framework for financial advisors involved in these processes [2][5]. Group 3: Combating Illegal Activities - The draft intensifies the crackdown on financial fraud by mandating listed companies to establish robust internal control systems and specifying the legal responsibilities for parties involved in fraudulent activities [3][4]. - It prohibits controlling shareholders from misappropriating company funds and sets legal liabilities for such actions, aiming to protect the interests of minority shareholders [3][4]. Group 4: Investor Protection - The draft includes a dedicated chapter on investor protection, promoting the enhancement of investment value and prohibiting market manipulation [4][6]. - It requires companies to provide cash options or other legal measures to protect dissenting shareholders during voluntary delisting, ensuring investor interests are safeguarded [4][6]. Group 5: Information Disclosure - The draft focuses on the necessity of truthful information disclosure, addressing issues related to financial fraud and proposing solutions for fair and timely disclosures [5][6]. - It emphasizes the importance of enhancing the awareness of companies regarding the return of investment to shareholders through dividends and share buybacks [5][6].