上市公司监督管理条例征求意见稿发布 投资者保护再加码

Core Points - The China Securities Regulatory Commission (CSRC) has released the "Regulations on the Supervision and Administration of Listed Companies (Draft for Public Comment)", marking the first specialized administrative regulation for listed company supervision in China [1][3] - The regulation consists of eight chapters and seventy-four articles, focusing on improving corporate governance, regulating the behavior of key stakeholders, enhancing information disclosure supervision, and strengthening investor protection [1][3] Group 1: Corporate Governance - The draft emphasizes the regulation and constraints on key stakeholders such as controlling shareholders, actual controllers, directors, and senior management [3][5] - It mandates that the board of directors must establish an audit committee, with a majority of independent directors and the chairperson being a professional accountant [3][7] - The audit committee will take on the responsibilities of the supervisory board, overseeing financial disclosures, internal and external audits, and internal controls [3][5] Group 2: Financial Fraud Prevention - The draft establishes a comprehensive mechanism for preventing financial fraud, including source prevention, process monitoring, and post-event accountability [8] - It prohibits listed companies from fabricating transactions or misusing accounting policies to create false financial reports, requiring that financial reports be approved by the audit committee before submission to the board [8][10] - Penalties for third parties involved in assisting the fabrication of false financial reports range from 1 million to 10 million yuan [8][10] Group 3: Investor Protection - The draft enhances investor protection mechanisms during the delisting process, requiring companies to provide cash options or other legal measures for dissenting shareholders [10] - It mandates that the board and senior management communicate with investors through performance briefings and consider investor interests in major decisions [10]