央视网消息：12月5日，中国证监会发布《上市公司监督管理条例（公开征求意见稿）》，这意味着我国将迎来首部专门的上市公司监管 行政法规。专家表示，这部《上市公司监督管理条例（公开征求意见稿）》就像资本市场的升级版规则手册，将从制度层面切断造假链条。来 看具体解读。 专家表示，《条例》将近些年监管执法的有益经验上升固化为法规，切实解决监管实践面临的难点痛点，为严监严管提供有力支撑。 华夏基金首席策略分析师轩伟称："首次在行政法规层面设专章重点规范上市公司治理问题，明确了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、破产重组、股票退市等各项与资本市场活动相关的监管要求。" 专家表示，《条例》征求意见稿中每一项举措都直击市场的痛点。特别强调了对控股股东、实际控制人、董事、高级管理人员等"关键少 数"的规范和约束，进一步健全上市公司监管法规。 吴清：A股市场总体活跃 总市值超过100万亿元 针对上市公司财务造假顽疾，《条例》征求意见稿构建"源头防控+过程监测+事后追责"全链条机制，从制度层面切断造假链条。 中国银河证券首席策略分析师杨超称："若上市公司基于虚假财报进行利润分配或支付薪酬，董事会需收 ...

第二，把牢"关键少数"。意见稿明确禁止控股股东与实际控制人违规占用资金、违规操纵公司等行为， 将"关键少数"的权力关进制度的笼子。 "未来条例正式出台后，作为国务院颁布的行政法规，将在我国资本市场监管规则体系中发挥承上启下 的功能。其效力位阶在《公司法》《证券法》之下，而在证监会、交易所等规则之上。" 证监会12月5日公布《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，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。 这篇"万字长文"对上市公司质量的提升如何发挥作用？对投资者投资A股又将产生哪些影响？带着这些 问题，第一财经采访了北京大学法学院教授郭雳。 在他看来，条例一大亮点是首次从行政法规层面以专章形式系统规定了上市公司治理。同时，条例覆盖 上市公司"全生命周期"，强化全链条监管，至少会在提升公司治理水平、优化资源配置和强化市场纪律 等三个方面，对上市公司质量产生积极影响。 第一财经：条例的起草历时多年，期间或因上位法修订或因市场形势变化，众多因素影响一直延宕至 今。此次证监会根据新"国九条"要求，承接《公司法》《证券法》等法律规定，研 ...

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the first administrative regulations specifically for the supervision of listed companies, marking a significant upgrade in the regulatory framework of the capital market, aimed at promoting high-quality development [3][4]. Policy Background - The regulations address persistent issues such as financial fraud, major shareholder misappropriation, and illegal guarantees, with over 3,000 cases investigated in 2024, highlighting existing institutional shortcomings [4]. - The need for a unified regulatory framework has arisen as the number of listed companies surpasses 5,000 amid deepening registration system reforms [4]. Core Breakthroughs - **Corporate Governance**: Transitioning from "formal compliance" to "substantive constraints" with clear responsibilities for controlling shareholders and executives, requiring independent directors to constitute over half of the audit committee [5]. - **Information Disclosure**: Enhanced measures against financial fraud, including significant penalties for third-party collusion and mandatory accountability for audit committees regarding financial report authenticity [5]. - **Mergers and Acquisitions**: Mandatory hiring of independent financial advisors for major asset restructurings, with stricter standards for their independence and professionalism [6]. - **Investor Protection**: New policies for voluntary delisting, requiring cash options for shareholders and mandating a minimum of 30% profit distribution for profitable companies over three consecutive years [7]. - **Law Enforcement Upgrade**: Comprehensive measures against illegal activities, including severe penalties for financial fraud and the establishment of a "red-black list" for listed companies [8]. - **Delisting Mechanism**: New standards for delisting based on stock price and market capitalization, with regulations to prevent evasion of delisting through bankruptcy restructuring [9]. Industry Impact - **Compliance Companies**: Expected to benefit from value reassessment, with examples of companies experiencing stock price increases and higher trading volumes post-regulation [10]. - **High-Risk Sectors**: Anticipated deep restructuring, particularly for ST stocks, with an expected expansion of the delisting list [11]. - **Intermediary Institutions**: Facing both challenges and opportunities, with increased responsibilities for audit firms and rising legal service fees for compliance consulting [12]. Deep Challenges - **Regulatory Efficiency vs. Market Vitality**: Striking a balance between simplifying processes and maintaining strict oversight to prevent misleading restructurings [13]. - **Central Regulation vs. Local Protection**: Establishing cross-province inspection cooperation mechanisms to enhance regulatory effectiveness [14]. - **International Alignment vs. Local Characteristics**: Clarifying cross-border regulatory frameworks while retaining flexibility for local innovations [15]. Future Outlook - **Technological Empowerment**: Plans to establish an "intelligent regulatory brain" by 2026 for real-time monitoring of over 100,000 listed companies [16]. - **Investor Education**: Mandatory updates from listed companies on their operations through short video accounts [16]. - **Global Collaboration**: Joining international regulatory frameworks to combat cross-border financial fraud [16].

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].

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 regulatory framework for listed companies in China's capital market [1][3]. Group 1: Key Content of the Regulations - The regulations consist of eight chapters and seventy-four articles, focusing on improving corporate governance requirements, standardizing governance structures, and regulating the behavior of key stakeholders such as controlling shareholders, actual controllers, directors, and senior executives [3]. - There is an emphasis on strengthening information disclosure regulations, particularly targeting fraudulent financial disclosures by listed companies [3]. - The regulations aim to enhance investor protection by clarifying arrangements for protecting investors during voluntary delisting and preventing companies from evading delisting or harming investor interests through bankruptcy restructuring [3]. Group 2: Regulatory Objectives - The regulations are centered around three main themes: risk prevention, enhanced regulation, and promotion of development, indicating a shift towards a more systematic and rule-based approach to the regulation of listed companies [5]. - The regulations include strict penalties for illegal activities, detailing specific measures that the State Council's securities regulatory body can take in the enforcement of these regulations, including penalties for behaviors such as misappropriation of guarantees and collusion in fraud [3].

Core Points - The China Securities Regulatory Commission (CSRC) has released the "Regulations on the Supervision and Administration of Listed Companies (Draft for Public Comment)", marking the first specialized administrative regulation for listed company supervision in China [1][3] - The regulation consists of eight chapters and seventy-four articles, focusing on improving corporate governance, regulating the behavior of key stakeholders, enhancing information disclosure supervision, and strengthening investor protection [1][3] Group 1: Corporate Governance - The draft emphasizes the regulation and constraints on key stakeholders such as controlling shareholders, actual controllers, directors, and senior management [3][5] - It mandates that the board of directors must establish an audit committee, with a majority of independent directors and the chairperson being a professional accountant [3][7] - The audit committee will take on the responsibilities of the supervisory board, overseeing financial disclosures, internal and external audits, and internal controls [3][5] Group 2: Financial Fraud Prevention - The draft establishes a comprehensive mechanism for preventing financial fraud, including source prevention, process monitoring, and post-event accountability [8] - It prohibits listed companies from fabricating transactions or misusing accounting policies to create false financial reports, requiring that financial reports be approved by the audit committee before submission to the board [8][10] - Penalties for third parties involved in assisting the fabrication of false financial reports range from 1 million to 10 million yuan [8][10] Group 3: Investor Protection - The draft enhances investor protection mechanisms during the delisting process, requiring companies to provide cash options or other legal measures for dissenting shareholders [10] - It mandates that the board and senior management communicate with investors through performance briefings and consider investor interests in major decisions [10]

Core Viewpoint - The China Securities Regulatory Commission 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 [1][3]. Group 1: Regulatory Framework - The new regulations are based on existing company and securities laws, further detailing and clarifying legal systems related to corporate governance and information disclosure [1][3]. - The regulations aim to enhance the quality of listed companies, which have seen rapid growth and structural optimization, with over 5,000 companies forming the foundation of the capital market [3]. Group 2: Mergers and Acquisitions - Mergers and acquisitions are highlighted as crucial for fostering new growth points and improving quality within listed companies, with the regulations establishing basic normative requirements for these activities [3][4]. Group 3: Investor Protection - A dedicated chapter in the regulations focuses on investor protection, mandating that listed companies enhance their profitability and return levels while prohibiting market manipulation and other illegal activities [3][4]. - The regulations also aim to improve cash dividend and share buyback mechanisms to encourage companies to be more aware of investor returns [4]. Group 4: Corporate Governance - Corporate governance is emphasized as a key area of regulation, with specific provisions to standardize company charters and governance structures, ensuring accountability among directors and senior management [4]. - The regulations include measures to prevent financial fraud, enhance oversight of related party transactions, and establish penalties for collusion in fraudulent activities [4][5]. Group 5: Overall Impact - The introduction of these regulations is expected to solidify the legal foundation for high-quality development of listed companies, thereby strengthening the capital market [5].

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, marking a significant step in enhancing the regulatory framework for listed companies and promoting high-quality development in the capital market [1][2]. Group 1: Company Governance - The draft establishes a dedicated chapter on "Company Governance," comprising 24 articles and over 4,400 words, which accounts for one-third of the entire document [3]. - It aims to refine governance requirements, regulate the behavior of controlling shareholders and executives, and enhance the effectiveness of governance structures [3]. - Key provisions include the standardization 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 financial advisors, detailing their independence and responsibilities in the context of mergers and acquisitions [4]. - The goal is to optimize corporate equity and asset structures through regulated mergers and acquisitions, supporting industrial integration and upgrading [4]. Group 3: Anti-Fraud Measures - The draft strengthens regulations against financial fraud, emphasizing the fairness and compliance of related party transactions [5]. - It mandates the establishment of internal control systems within companies and outlines the responsibilities of audit committees regarding financial reports [5]. - The draft also prohibits controlling shareholders from misappropriating company funds and sets legal responsibilities for such actions [5]. Group 4: Investor Protection - The draft emphasizes the protection of investors by requiring companies to enhance cash dividends and share buyback mechanisms [6]. - It aims to prevent companies from evading delisting and mandates that companies provide cash options or other legal measures to protect dissenting shareholders [6]. - The regulations also prohibit any interference with the stock exchange's delisting decisions, reinforcing the commitment to investor rights [7].

Group 1 - The Chinese government is intensifying efforts to combat illegal activities related to tobacco, focusing on the entire supply chain from production to retail to protect national interests and consumer rights [1] - A new regulatory framework for listed companies in China is being introduced, aimed at enhancing supervision and promoting high-quality development in the capital market [1] - The People's Bank of China and the Monetary Authority of Macao have renewed a bilateral currency swap agreement, increasing the swap scale from 30 billion RMB to 50 billion RMB [1] Group 2 - The China Securities Regulatory Commission has released a draft regulation for public consultation, marking the introduction of the first dedicated administrative regulations for listed companies [1] - The National Financial Regulatory Administration has announced a reduction in risk factors for various insurance company operations, including a decrease in risk factors for certain stock holdings [1] - The National Development and Reform Commission has allocated 6 billion RMB for the fourth batch of poverty alleviation projects, aiming to create job opportunities for over 1.1 million low-income individuals [1] Group 3 - The Chinese government is facilitating the export of rare earth materials by simplifying the licensing process, which is expected to accelerate delivery times and support demand recovery in the rare earth permanent magnet industry [2] - The Shanghai Stock Exchange has taken self-regulatory measures against abnormal trading behaviors, including monitoring stocks with significant volatility and reporting suspected illegal activities [1]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft regulation for public consultation, marking the introduction of the first dedicated administrative regulations for listed companies in China, aimed at enhancing investor protection and combating financial fraud in information disclosure [1]. Group 1: Key Content of the Draft Regulation - The draft regulation aims to improve corporate governance requirements, standardizing the governance structure and the behavior of key stakeholders such as controlling shareholders, actual controllers, directors, and senior executives to strengthen the foundation for high-quality development of listed companies [2]. - It emphasizes the enhancement of information disclosure regulation, particularly targeting financial fraud by improving internal supervision mechanisms, accountability, and prohibiting third-party collusion in fraudulent activities [2]. - The regulation seeks to standardize merger and acquisition behaviors by detailing the rules for company acquisitions and major asset restructurings, clarifying the responsibilities and independence requirements of financial advisors to support industrial integration and corporate transformation [2]. - It aims to strengthen investor protection by setting clear requirements for market value management, cash dividends, and share buybacks, encouraging listed companies to enhance investment value and awareness of returning profits to investors [2]. - The draft includes strict measures against illegal activities, detailing the actions that the State Council's securities regulatory body can take during enforcement, and establishing specific penalties for behaviors such as asset occupation and collusion in fraud [2].