首部！证监会重磅发布！

Core Viewpoint - The article discusses the release of the "Regulations on the Supervision and Administration of Listed Companies (Draft for Public Comment)" by the China Securities Regulatory Commission (CSRC), marking the introduction of the first dedicated administrative regulations for the supervision of listed companies in China [4]. Group 1: Improvement of Corporate Governance Requirements - The regulations aim to enhance corporate governance by specifying the basic structure of governance for listed companies, detailing the roles and responsibilities of shareholders, boards, audit committees, and independent directors [5]. - It establishes clear qualifications for directors and senior management, emphasizing their duties of loyalty and diligence, and outlines the responsibilities of the board secretary [5]. - The regulations also impose strict rules on controlling shareholders and actual controllers, prohibiting actions that harm the interests of listed companies, such as fund occupation and illegal guarantees [5]. Group 2: Strengthening Information Disclosure Supervision - The regulations focus on preventing financial fraud in information disclosure, mandating that financial reports be accurate and complete, and requiring the establishment of robust internal control systems [6]. - It assigns responsibilities to the audit committee for the prior review and post-investigation of financial reports, enhancing internal oversight [6]. - The regulations clarify the obligations of controlling shareholders and other parties in relation to information disclosure, balancing shareholder rights with fair disclosure principles [6]. Group 3: Regulation of Mergers and Acquisitions - The regulations provide detailed definitions and requirements for mergers and acquisitions, aiming to reduce market disputes and stabilize expectations [8]. - It specifies the roles and independence requirements for financial advisors in the context of mergers and acquisitions, ensuring they act as gatekeepers [8]. - The regulations also emphasize the obligation of listed companies to focus on investment value and establish basic requirements for cash dividends and share buybacks [8]. Group 4: Legal Responsibilities and Supervision - The regulations outline supervisory measures for regulatory bodies, including the authority to mandate corrections and suspend mergers and acquisitions in cases of violations [7]. - Specific penalties are established for actions such as fund occupation and collusion in fraud, increasing the crackdown on illegal activities [7]. Group 5: Enhancing Legal Framework for High-Quality Development - The introduction of these regulations is seen as a necessary step to enhance the legal framework supporting the quality of listed companies, addressing issues such as governance deficiencies and non-compliance in information disclosure [9]. - The CSRC emphasizes the importance of a regulatory approach that is politically and socially responsible, focusing on risk prevention and high-quality development [9]. - Future amendments to the regulations will be based on public feedback, ensuring a democratic and scientific legislative process [9].