我国首部上市公司监管行政法规将出炉，投资者保护全面升级！

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the draft of the "Regulations on the Supervision and Administration of Listed Companies," marking the first administrative regulation for listed company supervision in China, aimed at enhancing governance, information disclosure, mergers and acquisitions, and investor protection [1][7]. Group 1: Governance Requirements - The draft establishes a dedicated chapter on corporate governance, focusing on the governance structure, articles of association, and the roles of controlling shareholders and executives, thereby enhancing accountability and oversight [2][7]. - It emphasizes the responsibilities of independent directors and the board secretary, aiming to strengthen internal supervision mechanisms within companies [2][7]. Group 2: Mergers and Acquisitions - The draft enhances support for mergers and acquisitions by clarifying definitions, qualifications for acquirers, and disclosure standards for equity changes, while also refining the requirements and procedures for major asset restructurings [3][7]. - It aims to ensure that financial advisors play a crucial role in overseeing mergers and acquisitions, thereby facilitating industry upgrades [3][7]. Group 3: Combating Illegal Activities - The draft intensifies the crackdown on illegal activities, particularly financial fraud, by reinforcing regulations on related-party transactions and requiring companies to establish robust internal control systems [4][5]. - It prohibits major shareholders from misappropriating company funds and sets legal responsibilities for those involved in fraudulent activities, aiming to dismantle the "ecosystem" of fraud [4][5]. Group 4: Investor Protection - A dedicated chapter on investor protection is included, mandating companies to enhance investment value and prevent market manipulation, while also improving cash dividend and share buyback mechanisms [6][7]. - The draft requires companies undergoing voluntary delisting to provide cash options or other legal measures to protect dissenting shareholders [6][7]. Group 5: Timeliness of Regulation - The introduction of the draft is timely, given the increasing number of listed companies in China and the need for improved governance and oversight mechanisms to enhance company quality [7]. - The draft aims to fill the regulatory gap between existing laws and the rules set by the CSRC and stock exchanges, promoting high-quality development of listed companies [7].