人民财讯12月5日电，证监会就《上市公司监督管理条例（公开征求意见稿）》公开征求意见，其中指 出，完善公司治理要求。一是明确上市公司治理的基本架构。对上市公司章程载明事项进行细化规定； 规定公司股东会、董事会、审计委员会、独立董事的职权和行使方式。二是规范董事和高级管理人员行 为。明确董事、高级管理人员的任职资格，细化规定董事、高级管理人员的忠实勤勉义务及董事会秘书 的职责，加强对董事、高级管理人员的激励与约束。三是规范控股股东、实际控制人行为。细化控股股 东、实际控制人的认定标准，严禁控股股东、实际控制人实施资金占用、违规担保等损害上市公司利益 的行为，严格规范同业竞争和关联交易行为。四是保障和规范股东行使权利。禁止干预股东行使法定权 利，规范表决权让渡、放弃，以及大股东、特定股东减持等行为。 ...

北京商报讯（记者 马换换 王蔓蕾）12月5日，证监会官网显示，为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，证监会立足监管实践，根据《公司法》《证券法》等法律规定，研究起草了 《上市公司监督管理条例（公开征求意见稿）》（以下简称《条例》），现向社会公开征求意见。 五是严厉打击违法违规行为，细化国务院证券监督管理机构在依法履职过程中可以采取的措施，对占用 担保、配合造假等行为设置专门罚则。 二是进一步强化信息披露监管。特别是针对上市公司信息披露"财务造假"，通过健全上市公司内部监督 制约、追责追偿机制，禁止第三方配合造假等方式，多维度予以重点打击和防范。 三是规范并购重组行为。细化完善上市公司收购、重大资产重组等规定，进一步明确财务顾问的职责定 位和独立性要求，支持产业整合升级和企业转型。 四是加强投资者保护。对市值管理、现金分红、股份回购等作出明确要求，推动上市公司提升投资价 值、增强回报投资者意识。明确主动退市中投资者保护安排，防范上市公司规避退市、利用破产重整损 害投资者利益。 《条例》共八章、七十四条，除总则和附则外，主要内容包括： 一是完善上市公司治理要求，规范治理架构以及控股股东、实际控 ...

Group 1: Capital Market Development Initiatives - Local governments are increasingly focusing on guiding capital towards technology innovation and emerging industries, reflecting a strategic approach to enhance the role of capital markets in supporting the real economy [1][2][3] - Various regions, including Shaanxi, Guangdong, and Zhejiang, have introduced measures to support the listing and financing of technology-driven enterprises, aiming to create a favorable environment for hard technology companies [2][3] Group 2: Support for Hard Technology Enterprises - Shaanxi's recent measures include 16 initiatives aimed at nurturing potential listing companies and optimizing the listing process for technology firms, emphasizing a mechanism that promotes a virtuous cycle among technology, industry, and finance [2] - The goal is to have over 80% of new listed companies come from the technology innovation sector, with a target of issuing technology innovation bonds exceeding 1 trillion yuan [3] Group 3: Mergers and Acquisitions (M&A) Encouragement - The M&A market has seen increased activity due to supportive policies from both central and local governments, which provide a solid institutional framework for development [4][5] - Local governments are promoting state-owned capital M&A funds, focusing on strategic emerging industries, to enhance resource integration and accelerate the commercialization of new technologies [5] Group 4: Strengthening Corporate Governance - There is a shift in corporate governance from mere compliance to effective substance, with local governments emphasizing the need for improved incentive mechanisms within listed companies [6] - Measures include enhancing cash dividend policies and the role of independent directors, which are expected to elevate the governance standards of listed companies and ensure better returns for shareholders [6]

嘉实基金发布的白皮书聚焦A股上市公司股东大会投票行为，结合政策变革与市场结构变化，剖析机构股东参与公司治理的现状、价值与路径，为资本市场 高质量发展提供参考。 政策层面形成全方位治理体系，为机构参与治理奠定制度基础。2024年新"国九条"与新《公司法》落地，确立"强本强基、严监严管"框架，降低中小股东临 时提案权门槛至1%。后续《上市公司独立董事管理办法》《上市公司治理准则（2025修订）》等配套规则相继出台，在董事任职、关联交易、审计质量等 关键领域强化规范，明确机构投资者尽责管理的权利与责任。 市场结构呈现深刻变迁，为机构积极参与治理创造条件。A股第一大股东平均持股比例从2021年的35.8%降至2025年6月的31.8%，股权结构向多元制衡演 进。机构投资者持股比例持续攀升至7.2%，社保基金、保险资金等中长期资金规模扩大，被动指数基金占比提升至48.2%，低换手率特性推动机构从"用脚 投票"转向"用手投票"，主动参与治理成为必然选择。 股东大会投票数据反映治理实践新趋势。2023年以来，全市场股东平均参会率维持在48%-50%，中小股东表决率逐年小幅上升，机构持股集中的沪深300、 基金重仓股参会率显 ...

Group 1: Core Insights - Local governments are increasingly implementing measures to support the development of capital markets, focusing on fostering new productive forces and enhancing corporate governance [1] - The emphasis is on guiding capital towards technology innovation and emerging industries, thereby creating a virtuous cycle between capital markets and the real economy [1] Group 2: Support for Hard Technology Enterprises - The capital market's improved inclusivity is providing a fertile ground for hard technology enterprises to grow, with various local governments promoting the integration of technological and industrial innovation [2] - Shaanxi Province has introduced 16 measures to support the listing and financing of technology enterprises, including a mechanism for nurturing potential listing candidates [2] - Other provinces like Guangdong and Zhejiang are also implementing supportive policies to encourage technology enterprises to list on various stock exchanges [2] Group 3: Encouragement of Mergers and Acquisitions - The mergers and acquisitions market has been active this year, driven by a series of supportive policies from both central and local governments [4] - Beijing's financial authorities have issued guidelines to promote mergers and acquisitions as a means to enhance the quality of listed companies, particularly in strategic emerging industries [4] - Shenzhen is also supporting leading companies in strategic sectors to engage in mergers and acquisitions to enhance their capabilities [5] Group 4: Strengthening Corporate Governance - The governance of listed companies in China is transitioning from mere compliance to effective substance, with local governments focusing on improving incentive and restraint mechanisms [6] - Measures in Shaanxi and Guizhou emphasize the importance of cash dividend mechanisms and the role of independent directors in enhancing corporate governance [6] - As of now, A-share listed companies have announced or implemented mid-year dividends exceeding 760 billion yuan, indicating a trend towards better shareholder returns [6]

在服务硬科技方面，《若干措施》指出，要构建赋能上市培育机制，促进科技—产业—金融良性循环。 将有潜力的科技企业纳入省级上市后备企业名单，优化上市政务服务绿色通道机制。聚焦科技创新关键 领域，分层分类做好跟踪辅导，引导企业到合适板块上市。 从加速培育新质生产力，支持科技型企业上市融资，到鼓励上市公司运用并购重组等工具做优做强，再 到强化上市公司治理体系……近期，地方政府支持资本市场发展的举措不断涌现，绘就了地方版资本市 场发展路线图。 用好资本市场工具，是发展地方经济的重要抓手之一。南开大学金融发展研究院院长田利辉表示，地方 政府的一系列部署折射出各地更加注重引导资本有序投向科技创新、新兴产业领域，发挥资本市场在服 务实体经济中的作用，通过支持企业融资、并购重组等方式，构建资本市场与实体经济协同发展的良性 机制。 培育硬科技企业上市 资本市场制度包容性的提升，为以"硬科技"为立身之本的企业提供了成长沃土，借力资本市场，各地政 府纷纷推动科技创新和产业创新深度融合，助力硬科技企业上市。 陕西省近日出台的《关于深化资本市场改革助力陕西高质量发展的若干措施》（以下简称《若干措 施》），提出加强上市后备企业的联合培育、 ...

Core Insights - The 20th "Golden Roundtable Award" ceremony for Chinese listed companies was successfully held in Jiangyin, marking a significant event in corporate governance in China [1] - The event was organized by the "Board of Directors" magazine and aimed to promote excellent governance practices and support high-quality development of modern enterprises [3] Group 1 - The "Golden Roundtable Award" has recognized over 700 companies over its 20-year history, serving as an important platform for recording and promoting advancements in corporate governance in China [1] - Jiangyin's GDP is projected to exceed 512.6 billion in 2024, maintaining its position as the top county-level economy in China for 23 consecutive years [3] Group 2 - Experts provided in-depth insights on corporate governance, with a focus on the regulatory framework and development trends, offering suggestions for standardized operations of listed companies [4] - The importance of strategic planning and management in corporate governance was emphasized, using the example of Changdian Technology's acquisition of Xingke Jinpeng [4] - The role of AI in building sustainable development systems for listed companies was discussed, highlighting its potential to enhance market value through value creation, capital operation, and value communication [4]

Core Viewpoint - The company, Reader Publishing Media Co., Ltd., has received an administrative regulatory decision from the Gansu Securities Regulatory Bureau, requiring it to rectify issues related to governance and decision-making processes to enhance its independence and compliance with regulations [1][2]. Summary by Sections Overall Rectification Arrangement - The company has prioritized the rectification of issues raised in the regulatory decision, ensuring compliance with relevant laws and internal regulations, and has established clear responsibilities and timelines for the rectification process [1]. Issues Identified and Rectification Measures - **Identified Issues**: The company has been found to have insufficient independence due to reliance on the controlling shareholder for salary and compensation approvals, violating governance standards [2]. - **Rectification Measures**: 1. The company has clarified decision-making processes by holding board meetings to confirm the compensation of senior management and ensuring that such matters are submitted to the shareholders' meeting for approval [3]. 2. The company is enhancing legal and regulatory training for its management and board members to improve compliance awareness and governance standards [4]. 3. The company is strengthening its internal control systems and compliance oversight, including revising internal control manuals and enhancing the role of the internal audit department [5]. Rectification Status - **Responsibility**: The rectification is overseen by key executives including the chairman, general manager, and finance director [6]. - **Completion Status**: The rectification measures have been completed [6]. - **Future Arrangements**: The company will maintain standardized governance practices and ensure compliance with decision-making processes in the future [6]. Rectification Summary - The regulatory inspection has provided significant guidance for improving the company's governance. The company recognizes its shortcomings in internal decision-making and independence management and aims to enhance legal compliance and operational standards moving forward [7].

Group 1: Corporate Governance - The China Securities Regulatory Commission has officially released the revised "Corporate Governance Guidelines for Listed Companies," marking a transition from "formal compliance" to "substantive effectiveness" in corporate governance [3] - The China Listed Companies Association has recognized 240 "Best Practice Cases," 190 "Excellent Practice Cases," and 156 "Typical Practice Cases" for corporate governance in 2025, highlighting the importance of effective board operations and governance structures [2] Group 2: Sustainable Development - Six companies from Gansu have been awarded for their sustainable development practices, with Dayu Water-saving (300021) recognized as a "Best Practice Case" for integrating smart water management and digital twin technology [4] - Jiu Steel Hongxing (600307) and Gansu Energy (000791) have been acknowledged for their innovative approaches to sustainability, including the development of a photovoltaic and ecological governance model [5] Group 3: Internal Control - Gansu Energy (000791) has been awarded for its compliance and risk control efforts that enhance its internal control system, while Dayu Water-saving (300021) received recognition for its transition from "risk prevention" to "value creation" [6]

Core Insights - The event organized by Xiamen Listed Companies Association aimed to enhance industry communication and governance experience sharing among listed companies in the region [1][4] - The study tour included visits to four notable companies, focusing on their technological innovations, market strategies, and governance practices [4] Group 1: Company Visits - The delegation visited Medtronic Medical Technology Co., Ltd., where they learned about the company's DoCare series clinical information systems, which leverage advanced mobile internet, IoT technology, and big data models to enhance competitive advantages in the healthcare sector [1] - At Jiangsu Haobio Pharmaceutical Co., Ltd., the delegation explored the company's core technologies in allergy and autoimmune testing, gaining insights into its R&D capabilities and market strategies [2] - The visit to Suzhou Maiwei Technology Co., Ltd. highlighted the company's focus on independent innovation and its breakthroughs in high-precision screen printing equipment, emphasizing its unique position in the high-end equipment sector [2] - The delegation also visited King Long United Automotive Industry (Suzhou) Co., Ltd., which is recognized as the first listed company in China's bus industry, discussing its core business, product advantages, and future market strategies [3] Group 2: Training and Discussions - The training session at Suzhou Industrial Park included discussions on China's economic outlook for 2025 and the implications of the "14th Five-Year Plan" [3] - Experts provided insights into legal practices and challenges under the new "National Nine Articles" and "Merger Six Articles," focusing on compliance and practical logic in policy implementation [3] - A deep dive into the selection and composition of boards of directors was conducted, emphasizing the importance of a scientific selection mechanism for enhancing decision-making effectiveness and transparency [4]