直面上市公司监管痛点 新条例构建全链条闭环

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the draft of the "Regulations on the Supervision and Administration of Listed Companies," which aims to enhance corporate governance, strengthen information disclosure, regulate mergers and acquisitions, protect investors, and combat illegal activities in the capital market. This regulation is seen as a significant step towards improving the quality and transparency of listed companies and enhancing investor confidence [1][2]. Group 1: Key Aspects of the Regulations - The draft regulation addresses the persistent issues of violations by major shareholders and internal personnel, which have undermined investor confidence [2]. - It emphasizes the need for a modern corporate governance system in China, which is crucial for building world-class enterprises and achieving modernization [2]. - The regulation aims to create a closed-loop system around corporate governance, information disclosure, capital operations, investor protection, and enforcement penalties [1][4]. Group 2: Governance and Disclosure - The regulation specifies mandatory items for company charters, the roles of independent directors and audit committees, and sets clear standards for directors' diligence obligations [3][4]. - It establishes a multi-party accountability mechanism for financial fraud and requires audit committees to review financial reports before submission to the board [3][5]. - The regulation prohibits major shareholders from engaging in fund occupation and illegal guarantees, enhancing the identification and accountability of actual controllers [6][7]. Group 3: Mergers and Acquisitions - A dedicated chapter on mergers and acquisitions outlines a negative list for acquirers and requires performance commitments from transaction parties [8][9]. - It mandates that acquirers must not have significant debts or recent legal penalties, ensuring that only qualified entities can engage in acquisitions [8]. - The regulation aims to prevent misleading restructurings and high-premium arbitrage through comprehensive oversight of the entire transaction process [9][10]. Group 4: Investor Protection - The regulation includes a specific chapter on investor protection, mandating companies to focus on investment value and establish cash dividend and share buyback requirements [11]. - It introduces a mechanism for coordinating bankruptcy restructuring and emphasizes the need for companies to protect investors during the delisting process [11]. - The regulation aims to systematize investor return mechanisms, making cash dividends a priority over stock dividends and allowing multiple dividends within a year [11][12]. Group 5: Recommendations for Improvement - Experts suggest that the regulation should enhance legal deterrents against violations and provide clearer decision-making authority for audit committees to avoid supervisory vacuums [13][14]. - There is a call for more substantial rights for minority shareholders in dividend policies, delisting arrangements, and major transaction votes [14]. - Recommendations also include clarifying standards for related party transactions and refining the responsibilities of independent directors to prevent excessive accountability [15].