我国首部上市公司监管行政法规将出炉,来看最新解读
证券时报·2025-12-05 11:40

Core Viewpoint - The introduction of the "Regulations on the Supervision and Administration of Listed Companies" marks the establishment of the first dedicated administrative regulations for the supervision of listed companies in China, aiming to enhance regulatory precision and effectiveness for high-quality development of listed companies [1][11]. Group 1: Regulatory Framework - The "Regulatory Regulations" cover the entire lifecycle of listed companies, emphasizing governance, mergers and acquisitions, illegal activities, and investor protection [1][3]. - It aims to solidify the legal foundation for stricter supervision and management of listed companies, promoting their standardized development [1][11]. Group 2: Company Governance - A dedicated chapter on corporate governance is included, focusing on the governance structure, responsibilities of major stakeholders, and the roles of independent directors and board secretaries [3][4]. - The regulations aim to enhance the accountability of controlling shareholders and executives, ensuring they fulfill their duties and responsibilities [4][5]. Group 3: Investor Protection - A specific chapter on investor protection is established, mandating listed companies to enhance investment value and prohibiting market manipulation [4][5]. - The regulations also require companies to provide cash options or other legal measures to protect dissenting shareholders during voluntary delisting [4][5]. Group 4: Mergers and Acquisitions - The regulations strengthen support for mergers and acquisitions by clarifying definitions, qualifications, and disclosure standards for acquirers [7]. - They also enhance the regulatory framework for major asset restructuring and the role of financial advisors in these processes [7][8]. Group 5: Combating Financial Fraud - The regulations intensify scrutiny on related party transactions to prevent profit manipulation and systemic fraud [7][8]. - They establish strict penalties for major shareholders who misuse company funds and outline the responsibilities of the board in investigating and maintaining company interests [8][9]. Group 6: Timing and Necessity - The timing for the release of the "Regulatory Regulations" is deemed appropriate, as there is a growing need for comprehensive regulations to improve the quality of listed companies amid increasing numbers [11]. - The regulations are seen as a response to the demand for high-quality development in the capital market, aligning with recent policy initiatives [11].