Core Points - The China Securities Regulatory Commission (CSRC) released the draft of the "Regulations on the Supervision and Administration of Listed Companies," marking the first dedicated administrative regulation for listed company supervision in China [1][10] - The regulation aims to enhance corporate governance, strengthen information disclosure, standardize mergers and acquisitions, and protect investor rights, establishing a comprehensive regulatory framework [1][2] Corporate Governance and Investor Protection - The regulation includes specific chapters on corporate governance and investor protection, imposing stricter constraints on key minority stakeholders such as controlling shareholders and executives [1][3] - It mandates the establishment of an audit committee within the board of directors, with a majority of independent directors, to oversee financial disclosures and internal controls [3][4] Anti-Fraud Measures - A comprehensive mechanism for preventing and addressing financial fraud is established, focusing on source prevention, process monitoring, and post-event accountability [5][6] - The regulation prohibits third parties from assisting in the preparation of false financial reports, with penalties ranging from 1 million to 10 million yuan for violations [6] Support for Mergers and Acquisitions - The regulation enhances support for mergers and acquisitions by clarifying definitions, qualifications for acquirers, and disclosure standards for equity changes [7] - It also improves the regulatory framework for financial advisors, ensuring their independence and responsibilities in corporate restructuring [7] Investor Protection Enhancements - The regulation emphasizes the obligation of listed companies to enhance investor returns and prohibits market manipulation [8][9] - It requires companies to provide cash options or other legal measures to protect dissenting shareholders during voluntary delisting [8] Systematic Integration of Regulations - The regulation fills the gap in existing laws by systematically integrating requirements scattered across the Company Law and Securities Law, establishing clear rules for listed companies [1][10] - It aims to promote high-quality development of listed companies while ensuring effective regulatory enforcement [11]

我国将迎来首部专门的上市公司监管行政法规。 12月5日，证监会就《上市公司监督管理条例（公开征求意见稿）》（下称《监管条例》）向社会公开 征求意见，意味着严监严管的法治基础更加扎实有力，上市公司规范发展迈出坚实步伐。 《监管条例》覆盖上市公司"全生命周期"，强化全链条监管，突出对公司治理的规范，突出对并购重组 活动的支持，突出对违法行为的打击，突出对投资者的保护。 有业内人士指出，《监管条例》在总结监管实践经验的基础上，着力提升监管的精准性和有效性，更好 地促进上市公司高质量发展。 设专章强化 公司治理和投资者保护 《监管条例》是一部全面规范上市公司及相关各方行为的基础性法规，既覆盖全面又突出重点。一方 面，涉及公司从上市后到退市前公司治理、信息披露、并购重组、分红回购、市值管理、破产重整、股 票退市等各项与资本市场有关的活动；另一方面，各部分规范坚持以问题为导向，努力夯实资本市场高 质量发展的基础。 《监管条例》还设了"保护投资者"专章，推动上市公司提升投资价值，明确上市公司及相关各方促进提 升投资价值的要求，严禁操纵市场等违法违规行为，同时进一步健全现金分红、股份回购制度机制，引 导上市公司增强投资者回报 ...

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft of the "Regulations on the Supervision and Management of Listed Companies" for public consultation, emphasizing risk prevention, strong regulation, and promoting high-quality development in the capital market [1][2]. Group 1: Regulatory Framework - The draft regulations aim to establish a comprehensive regulatory framework for listed companies, covering their entire lifecycle from listing to delisting, including governance, information disclosure, mergers and acquisitions, dividend distribution, market value management, bankruptcy restructuring, and delisting [1][2]. - The regulations are seen as a necessary step to solidify the legal foundation for stringent supervision and management, reflecting the CSRC's commitment to enhancing the effectiveness and deterrence of regulatory enforcement [1][2]. Group 2: High-Quality Development - The regulations focus on three main areas to promote high-quality development: enhancing the quality and effectiveness of mergers and acquisitions, improving investor returns, and elevating corporate governance standards [3]. - Specific measures include clarifying the obligations of listed companies and executives in market value management, supporting stable dividend policies, and establishing mechanisms for share buybacks [3]. Group 3: Risk Prevention and Strong Regulation - The regulations emphasize risk prevention by targeting financial fraud, punishing violations related to guarantees, enforcing strict delisting procedures, and implementing comprehensive administrative supervision [3][4]. - There is a focus on preventing major shareholders from misappropriating company funds and ensuring that the board of directors actively pursues recovery of misused assets [6]. Group 4: Key Highlights - The regulations introduce a dedicated chapter on corporate governance, detailing the responsibilities of controlling shareholders, independent directors, and the board secretary, while enhancing internal control mechanisms [4][5]. - They also support mergers and acquisitions by clarifying definitions, qualifications, and disclosure standards, thereby stabilizing market expectations [4]. - A significant emphasis is placed on protecting investors, including measures to enhance investment value and prevent companies from evading delisting, ensuring that investors have options in case of company restructuring [6].

2025.12. 06 本文字数：2440，阅读时长大约5分钟 作者 | 第一财经 杜卿卿 12月5日，证监会就《上市公司监督管理条例》草案（下称条例）向社会公开征求意见。全文超过 1.2万字，共八章七十四条内容，覆盖上市公司"全生命周期"，针对公司治理、信息披露、并购重 组、投资者保护、打击违法违规等重点内容都作了详细规定。 在业内人士看来，条例意见稿坚持了问题导向，即突出对公司治理的规范、突出对并购重组活动的支 持、突出对违法行为的打击、突出对投资者的保护。 "新'国九条'明确提出，要出台上市公司监督管理条例。条例向社会公开征求意见，意味着这一立法 工作取得实质进展，对推动提高上市公司质量、强化上市公司监管意义重大。"有业内人士告诉第一 财经，《证券法》《公司法》分别对上市公司信息披露、公司治理等提出明确要求，但法律规定相对 原则，亟待一部行政法规补足上市公司监管法律体系的关键一环。而条例的制定，正是健全上市公司 监管法规体系的重要举措，有望为上市公司监管以及促进上市公司高质量发展，提供更充分的法律依 据。 北京大学法学院教授郭雳对第一财经表示，条例作为关键一环，将衔接串联起作为基础性法律的《证 券法》《 ...

21世纪经济报道记者雷椰 北京报道 在完善规则的同时，本次征求意见稿也突出对违法行为的打击力度。对于财务造假行为，本次征求意见 稿进一步加大基础制度供给：强化关联交易监管，强调关联交易的公允性，必要性和合规性，防范上市 公司借此操纵利润或者实施系统性造假。 为强化公司内部监督制约，文件规定了造假分红、薪酬退回机制。征求意见稿明确：上市公司基于虚假 的财务会计报告，向股东分配利润或者向董事、高级管理人员支付薪酬、授予股权期权的，董事会应当 收回负有责任的股东及其一致行动人获得的超出部分利润，以及董事、高级管理人员多领取的薪酬和多 获授的股权、期权等。 值得关注的是，针对投资者的保护，征求意见稿设立了"投资者保护"专章。其中明确，上市公司应当关 注公司的投资价值，采取措施提升公司的盈利能力和投资者回报水平，促进公司的投资价值真实反映公 司质量，不得操纵证券市场，编造、传播虚假信息或者误导性信息。并且，要求主动退市公司提供现金 选择权或者其他合法形式的异议股东保护措施，对公司股票终止上市交易后的转让或者交易作出安排。 12月5日，中国证监会发布了《上市公司监督管理条例（公开征求意见稿）》（以下简称征求意见 稿）。本 ...

Core Viewpoint - The introduction of the first dedicated regulatory administrative regulations for listed companies in China aims to enhance the regulatory framework, improve the quality of listed companies, and address governance issues, information disclosure, mergers and acquisitions, investor protection, and illegal activities. Group 1: Company Governance - The new regulations establish a dedicated chapter on "Company Governance," detailing the basic structure of governance, including the roles and responsibilities of shareholders, boards, audit committees, and independent directors [2][3] - The regulations specify the qualifications and duties of directors and senior management, emphasizing their obligations and the responsibilities of the board secretary [2] - The regulations also focus on the behavior of controlling shareholders and actual controllers, prohibiting actions that harm the interests of listed companies, such as fund occupation and illegal guarantees [3] Group 2: Mergers and Acquisitions - The regulations emphasize the need to standardize acquisition behaviors, clarifying definitions, qualifications of acquirers, and disclosure standards to reduce market disputes and stabilize expectations [4] - They also define and regulate major asset restructuring, including the requirements and procedures for such actions, as well as the independent listing of subsidiaries [5] - Financial advisory roles are defined, including the responsibilities and independence requirements of financial advisors in mergers and acquisitions [6] Group 3: Investor Protection - The regulations highlight the obligation of listed companies to focus on investment value, including requirements for cash dividends and share buybacks to enhance investor returns [6] - They establish a coordination mechanism between bankruptcy restructuring administration and courts to protect investors, especially in cases of delisting risks [6] Group 4: Information Disclosure and Compliance - The regulations stress the importance of combating financial fraud, requiring accurate and complete financial reporting and establishing internal control systems [7][8] - They outline the responsibilities of audit committees in reviewing financial reports and the board's duty to recover profits and excessive compensation resulting from fraud [8] - The regulations also clarify the obligations of shareholders and related parties in information disclosure, balancing shareholder rights with fair disclosure principles [8]

新华社北京12月5日电（记者刘羽佳）中国证监会5日发布《上市公司监督管理条例（公开征求意见 稿）》，我国将迎来首部专门的上市公司监管行政法规。 该条例是在公司法、证券法有关规定基础上，对上市公司治理、信息披露等法律制度的进一步细化与明 确。 中国证监会12月5日发布 《上市公司监督管理条例 (公开征求意见稿)》 围绕防风险、强监管、促发展 进一步健全上市公司监管法规体系 推动提高上市公司质量 新华社权威快报 近年来，我国上市公司规模快速增长、结构持续优化、质量不断提升，5000多家上市公司构筑起资本市 场的基石。 持续提高上市公司质量，不仅要促发展，也要强监管。 财务造假一直是资本市场深恶痛绝的违法行为。条例将防范打击财务造假作为重点内容，强化关联交易 监管，规定造假分红、薪酬退回机制，禁止关联方、客户、供应商、合作方等第三方配合造假并设置专 门罚则，强化责任追究、提升监管质效。 相信这部新的行政法规将进一步夯实上市公司高质量发展的法治基础，资本市场之基更加坚实。 【纠错】 【责任编辑:王頔】 上市公司是市场之基，投资者是市场之本。条例设专章对投资者保护作出规定。 在回报投资者方面，条例一方面明确上市公司关注 ...

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft of the "Regulations on the Supervision and Management of Listed Companies" for public consultation, aiming to strengthen regulatory frameworks and promote high-quality development in the capital market [1][2]. Group 1: Regulatory Framework - The draft regulations aim to fill the gap in the regulatory framework for listed companies, which has been lacking a comprehensive administrative law that connects existing laws like the Securities Law and Company Law with the rules of the CSRC and stock exchanges [2]. - The regulations are seen as a necessary step to solidify the legal foundation for stringent supervision and management, reflecting the experiences gained from recent regulatory practices [1][3]. Group 2: High-Quality Development - The draft emphasizes three main aspects to promote high-quality development: enhancing the quality and effectiveness of mergers and acquisitions, improving investor returns through stable dividend policies, and strengthening corporate governance [4]. - It mandates listed companies and their executives to implement market value management and establish mechanisms for regular share buybacks [4]. Group 3: Risk Prevention and Strong Regulation - The draft outlines measures to prevent financial fraud, including prohibiting the preparation of false financial reports and requiring companies to establish robust internal control systems [5]. - It also emphasizes the prohibition of illegal fund occupation by controlling shareholders and the need for strict enforcement of delisting and restructuring regulations [5]. Group 4: Highlights of the Draft - The draft introduces specific regulations on corporate governance, making it a focal point for the first time at the administrative law level, thereby enhancing the effectiveness of existing laws [6]. - It provides detailed provisions for mergers and acquisitions, including definitions, qualifications for acquirers, and disclosure standards to stabilize market expectations [7]. - The draft intensifies the crackdown on illegal activities, particularly financial fraud, by reinforcing internal controls and establishing clear responsibilities for boards of directors [8]. - It includes a dedicated chapter on investor protection, aiming to enhance investor returns and prevent companies from evading delisting, while also ensuring that investors have options in case of company restructuring [9].

Core Viewpoint - The article discusses the release of the draft "Regulations on the Supervision and Administration of Listed Companies," which aims to strengthen regulatory frameworks and promote the high-quality development of listed companies in China [1][10]. Group 1: Regulatory Framework - The draft regulations cover the entire lifecycle of listed companies, emphasizing governance, mergers and acquisitions, and investor protection [2][3]. - It aims to enhance the precision and effectiveness of regulation based on past regulatory experiences, thereby fostering high-quality development of listed companies [2][10]. 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 strengthen the autonomy of listed companies and ensure accountability among executives and major shareholders [4][10]. Group 3: Investor Protection - The regulations include provisions to enhance investor value and prohibit market manipulation, while also improving cash dividend and share buyback mechanisms [4][5]. - Measures are introduced to protect dissenting shareholders during voluntary delisting and to ensure proper arrangements for stock transfers post-delisting [4][5]. Group 4: Mergers and Acquisitions - The draft regulations support mergers and acquisitions by clarifying definitions, qualifications, and disclosure standards for acquirers [6][7]. - It emphasizes the role of financial advisors in ensuring compliance and integrity during mergers and acquisitions [7]. Group 5: Combating Financial Fraud - The regulations strengthen oversight of related-party transactions and require companies to establish robust internal controls to prevent financial fraud [8][9]. - Specific penalties are outlined for major shareholders who misuse company resources or engage in fraudulent activities [8]. Group 6: Timing and Necessity - The article highlights the increasing number of listed companies in China and the need for comprehensive regulations to address governance failures and enhance overall company quality [10]. - The timing for the release of these regulations is deemed appropriate, aligning with the push for high-quality development in the capital market [10].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft of the "Regulations on the Supervision and Administration of Listed Companies," marking significant progress in legislative efforts to enhance the quality and regulation of listed companies [1][2]. Group 1: Company Governance - The draft establishes a dedicated chapter on "Company Governance," comprising 24 articles and over 4,400 words, highlighting its importance in the regulatory framework [3]. - It aims to refine governance requirements, including the roles of controlling shareholders, actual controllers, directors, and senior executives, thereby enhancing governance effectiveness [3]. - Key provisions include the regulation of company charters, governance structures, and the responsibilities of independent directors and board secretaries [3]. Group 2: Mergers and Acquisitions - The draft clarifies the definitions and basic requirements for mergers and acquisitions, aiming to stabilize market expectations [4]. - It enhances the regulations surrounding major asset restructurings and the roles of financial advisors, ensuring their independence and responsibilities [4]. - The regulations are designed to optimize corporate equity and asset structures, supporting industrial integration and upgrades [4]. Group 3: Legal Compliance and Fraud Prevention - The draft strengthens regulations against fraudulent activities, emphasizing the fairness and compliance of related party transactions [6]. - It mandates the establishment of robust internal control systems within companies and outlines the responsibilities of audit committees [6]. - The draft also prohibits controlling shareholders from misappropriating company funds and sets legal responsibilities for such actions [6]. Group 4: Investor Protection - The draft emphasizes the need for listed companies to enhance investor returns through mechanisms like cash dividends and share buybacks [7]. - It includes provisions to protect investors from companies attempting to evade delisting, ensuring that companies provide cash options or other legal measures for dissenting shareholders [7][8]. - The regulations aim to prevent interference with delisting decisions, thereby reinforcing the protection of investor interests [8].