首部!刚刚,证监会最新发布,事关上市公司
券商中国·2025-12-05 10:53

Core Viewpoint - The release of the "Regulations on the Supervision and Administration of Listed Companies (Draft for Public Comment)" marks the introduction of China's first dedicated administrative regulations for the supervision of listed companies, aimed at enhancing the regulatory framework and improving the quality of listed companies [3][2]. Group 1: Improvement of Corporate Governance Requirements - The regulations focus on risk prevention, strong supervision, and promoting high-quality development, establishing a basic framework for corporate governance [4]. - Specific provisions are made regarding the roles and responsibilities of the shareholders' meeting, board of directors, audit committee, and independent directors, as well as the qualifications and duties of directors and senior management [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: Strengthening Information Disclosure Supervision - The regulations aim to prevent and combat financial fraud in information disclosure, requiring accurate and complete financial reports and establishing internal control systems [5]. - The audit committee is tasked with the pre-review and post-investigation of financial reports, enhancing internal supervision [5]. - Clear responsibilities for information disclosure are outlined for controlling shareholders and other stakeholders, balancing shareholder rights with fair disclosure principles [5]. Group 3: Regulation of Mergers and Acquisitions - The regulations refine the definitions and requirements for mergers and acquisitions, aiming to reduce market disputes and stabilize market expectations [6]. - Specific procedures and regulatory mechanisms for significant asset restructuring are established, along with guidelines for financial advisors [6]. Group 4: Investor Protection Enhancement - The regulations impose obligations on listed companies to focus on investment value and set basic requirements for cash dividends and share buybacks, enhancing investor return awareness [7]. - A mechanism for coordinating bankruptcy reorganization supervision and communication with courts is established to protect investors' interests [7]. Group 5: Legal Framework for High-Quality Development - The introduction of the regulations is seen as a necessary step to enhance the legal framework and improve the quality of listed companies, addressing issues such as governance deficiencies and non-compliance in information disclosure [8]. - The regulations are designed to support listed companies in leveraging capital market systems to enhance their quality and performance [8].