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Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft of the "Regulations on the Supervision and Administration of Listed Companies" for public consultation, marking the introduction of the first dedicated regulatory framework for listed companies in China's capital market, aimed at enhancing legal governance and improving the quality of listed companies [1] Group 1: Company Governance - The draft consists of eight chapters and seventy-four articles, focusing on five core areas: improving corporate governance requirements, strengthening information disclosure regulation, standardizing mergers and acquisitions, enhancing investor protection, and cracking down on illegal activities [2] - A new requirement mandates that listed companies establish an audit committee within their board, with a majority of independent directors and the chair being a professional accountant, to oversee financial disclosures and internal controls [2] - Independent directors must constitute at least one-third of the board and include at least one accounting professional to monitor potential conflicts of interest and protect minority shareholders [2] Group 2: Financial Fraud Prevention - The draft establishes a comprehensive mechanism for preventing and controlling financial fraud, emphasizing a "prevention and control, full-process management" approach [4] - It strengthens the responsibilities of the audit committee, requiring financial reports to be approved by a majority of its members before being submitted to the board [5] - A mechanism for recovering profits obtained through fraudulent financial reports is introduced, holding boards accountable for excessive profits distributed based on false reports [5] - Penalties for companies and third parties involved in creating false financial statements include fines ranging from 1 million to 10 million yuan, with severe penalties for securities service institutions failing to fulfill their duties [5][6] Group 3: Investor Protection - The draft outlines clear requirements for market value management, cash dividends, and share buybacks, aiming to enhance investor returns and protect their interests during voluntary delistings [7] - Companies must prioritize cash dividends over stock dividends in their articles of association and establish reasonable and stable cash dividend policies based on their financial conditions [7] - The draft also mandates that companies clarify the conditions and procedures for share buybacks and provide cash options for dissenting shareholders during voluntary delistings [7] Group 4: Mergers and Acquisitions Regulation - The draft specifies regulations for acquisition behaviors, detailing definitions, qualifications, and disclosure standards to reduce market disputes and stabilize expectations [8] - It clarifies the definitions and requirements for significant asset restructuring and the independent listing of subsidiaries, as well as the responsibilities and independence of financial advisors in the M&A process [8]