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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 introduction of the first dedicated administrative regulations for listed company supervision in China. The regulations aim to enhance corporate governance, strengthen information disclosure oversight, standardize mergers and acquisitions, protect investors, and combat illegal activities, thereby improving the quality of listed companies [2][4]. Group 1: Corporate Governance - The regulations specify the basic structure of corporate governance for listed companies, detailing the roles and responsibilities of the shareholders' meeting, board of directors, audit committee, and independent directors [4]. - It establishes qualifications for directors and senior management, outlining their duties of loyalty and diligence, and the responsibilities of the board secretary [4]. - The regulations prohibit controlling shareholders and actual controllers from engaging in behaviors that harm the interests of listed companies, such as fund occupation and illegal guarantees [4]. Group 2: Information Disclosure - The regulations aim to prevent financial fraud in information disclosure, requiring that financial reports be accurate and complete, and mandating the establishment of internal control systems [5]. - The audit committee is tasked with the pre-review and post-investigation of financial reports, enhancing internal supervision [5]. - There are specific penalties for behaviors such as fund occupation and collusion in fraud, with measures to strengthen the oversight of listed companies and related parties [5]. Group 3: Mergers and Acquisitions - The regulations refine the definitions and requirements for mergers and acquisitions, clarifying the qualifications of acquirers and the standards for disclosing changes in equity [6]. - They also standardize the procedures for significant asset restructuring and the independent listing of subsidiaries [7]. - Financial advisors are required to meet independence standards and fulfill their responsibilities in the mergers and acquisitions process [7]. Group 4: Investor Protection - The regulations emphasize the obligation of listed companies to focus on investment value and set basic requirements for cash dividends and share buybacks to enhance investor returns [7]. - They establish a coordination mechanism between administrative supervision during bankruptcy restructuring and the courts, ensuring that investor protection arrangements are in place for companies that voluntarily delist [7]. - The regulations aim to prevent companies from evading delisting and harming investor interests through bankruptcy restructuring [7]. Group 5: Legal Framework - The introduction of these regulations is seen as a necessary step to enhance the legal framework for listed companies, addressing issues such as governance deficiencies, non-compliance in information disclosure, and misconduct by major shareholders [9]. - The CSRC emphasizes the importance of a robust regulatory framework to support the high-quality development of listed companies and the capital market [9].