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]

Core Points - The training aimed to enhance the governance level of listed companies in Henan and strengthen compliance awareness among key stakeholders [1][2] - The new "Corporate Governance Code" was introduced, highlighting its revisions and significance, along with international practices and industry case studies [1] - The training emphasized the importance of adhering to the new governance code and learning from past violations, urging companies to improve governance and internal controls [2] Group 1 - The training was conducted under the guidance of the Henan Securities Regulatory Bureau to promote high-quality development of listed companies [1] - Experts from Dongfang Caifu provided insights into the revised governance code, offering actionable references for companies [1] - The training included warnings about recent financial fraud cases and the need for companies to establish a strong legal and compliance framework [2] Group 2 - The Henan Securities Regulatory Bureau stressed the importance of implementing the spirit of the 20th National Congress of the Communist Party of China to enhance company quality and investment value [2] - The training received positive feedback from participating companies, indicating its relevance and practical application in improving governance [2] - The Bureau's disciplinary office promoted a culture of integrity and compliance, advocating for clear and respectful interactions between government and enterprises [2]

Group 1 - The core issue revolves around insider trading involving Jiangsu Southern Pharmaceutical Co., Ltd., where the actual controller and former CFO sold shares based on non-public information regarding a negative internal control audit report, resulting in a penalty of 48.7 million yuan from the Jiangsu Securities Regulatory Bureau [2][3] - The case highlights a shift in regulatory focus towards "loss-avoidance insider trading," which is more covert and damaging to investor rights compared to traditional insider trading based on positive news [4] - The incident serves as a warning for all listed companies regarding the importance of internal control systems, as failures can lead to illegal activities and significant reputational damage [5] Group 2 - The case illustrates the necessity for listed companies to enhance their governance capabilities to address internal control failures, as evidenced by the negative audit report due to issues like fund occupation [5] - The audit firm involved maintained its professional integrity by refusing to alter the audit conclusion, showcasing a positive trend where audit institutions are increasingly willing to uphold standards against client pressure [6][7] - Overall, the insider trading penalty reflects three positive changes in the capital market: precise regulatory enforcement, deepening corporate governance awareness, and responsible audit practices, contributing to a more transparent and healthy market environment [7]

证监会修订发布《上市公司治理准则》 为进一步规范上市公司董事、高级管理人员和控股股东、实际控制人行为，证监会修订发布了《上市公司治理准则》（证监会公告〔2025〕18号，以下简 称"《治理准则》"），自2026年1月1日起施行。本次修订主要包括以下内容： ►一是完善董事、高级管理人员监管制度，从任职、履职、离职等方面进行全面规范，督促董事高管忠实、勤勉地履行职责。 ►二是健全董事、高级管理人员激励约束机制，要求上市公司建立薪酬管理制度，规定董事高管薪酬与公司经营业绩、个人业绩相匹配，促进董事高管和公 司更好实现利益绑定。 ►三是规范控股股东、实际控制人行为。严格限制可能对上市公司产生重大不利影响的同业竞争，进一步完善关联交易审议责任、决策要求。 ►四是做好与其他规则的衔接。 《中国会计通讯》概述中国企业会计准则及内地监管新规、国际财务报告准则最新发展动态以及安永刊物。《中国会计通讯》为您提供必备信息，助您与时 俱进、占尽先机。 最新的安永刊物包括： 本文是为提供一般信息的用途所撰写，并非旨在成为可依赖的会计、税务、法律或其他专业意见。请向您的顾问获取具体意见。 《国际财务报告准则核心工具：截至2025年9月3 ...

Core Viewpoint - Reader Publishing Media Co., Ltd. has received an administrative regulatory decision from the Gansu Securities Regulatory Bureau regarding governance issues related to salary and compensation approvals, indicating a lack of independence in decision-making [1][3]. Group 1: Regulatory Findings - The company was found to have salary and compensation matters requiring approval from its controlling shareholder, Reader Publishing Group Co., Ltd., which replaced internal decision-making, leading to insufficient independence [3]. - The actions of the company violated the relevant provisions of the "Corporate Governance Guidelines for Listed Companies (2018 Revision)" [3]. Group 2: Accountability and Measures - Zhang Binqiang, the chairman of the company, and Liang Chaoyang, the then-chairman, bear primary responsibility for the identified issues [3]. - The Gansu Securities Regulatory Bureau has decided to impose corrective administrative measures on Reader Publishing Media and the responsible individuals, which will be recorded in the securities and futures market integrity archives [3]. Group 3: Company Response - The company and related personnel take the regulatory measures seriously and will summarize and rectify the issues in accordance with relevant laws and regulations [3]. - Reader Publishing Media plans to enhance its understanding of relevant laws and regulations, improve the quality of information disclosure, and maintain the interests of the company and all shareholders, promoting healthy, stable, and sustainable development [3].

Core Points - The company received an administrative regulatory decision from the Gansu Securities Regulatory Bureau regarding governance issues related to salary and compensation approvals, indicating a lack of independence in decision-making [1][2] - The decision highlights that the company’s actions violated the Corporate Governance Code (2018 Revision) [1][2] - The chairman and former chairman of the company are held primarily responsible for the identified issues [1][2] Summary by Sections Administrative Regulatory Decision - The Gansu Securities Regulatory Bureau conducted an on-site inspection and found that salary and compensation matters required approval from the controlling shareholder, leading to insufficient independence in governance [1][2] - The company is required to improve its governance standards and ensure independence, submitting a written rectification report within 30 days [2] Responsibilities and Actions - The company and relevant personnel are taking the regulatory measures seriously and will summarize and rectify the issues as per legal requirements [2] - The company plans to enhance its understanding of relevant laws and regulations to improve information disclosure quality and operational standards [2] Impact on Operations - The administrative regulatory measures will not affect the company's normal production and operational activities [3]

Core Viewpoint - The newly revised "Corporate Governance Guidelines" by the China Securities Regulatory Commission aim to enhance the governance level of listed companies by regulating the behavior of directors, senior executives, controlling shareholders, and actual controllers [1] Group 1: Key Revisions in the Guidelines - The guidelines specify the management of the entire process of appointment, performance, and departure of directors and senior executives, particularly clarifying the specific content of the duty of loyalty and diligence and the accountability mechanism [1] - The guidelines improve the incentive and restraint mechanisms for directors and senior executives, emphasizing the alignment of compensation with performance and controllable risks, and introducing market-oriented tools such as deferred payment and clawback provisions [1] - There are strict restrictions on the improper behaviors of controlling shareholders and actual controllers, especially concerning significant adverse impacts from competition and improper related-party transactions, along with enhanced disclosure requirements [1] Group 2: Implementation Strategies - Companies should revise their articles of association and internal rules to translate the principles of loyalty and diligence into specific behavioral norms, ensuring that decisions are made based on sufficient information [2] - The guidelines require companies to clarify the obligations and accountability of directors and senior executives after their departure, including special reviews led by the audit committee to investigate any breaches of duty during their tenure [2] - Companies should establish a diversified performance evaluation system that balances short-term and long-term, individual and team, financial and non-financial indicators, ensuring that performance-based compensation aligns with the guidelines [2] Group 3: Strengthening Independence and Control - Independent directors should effectively restrain the interference of controlling shareholders and actual controllers in normal decision-making processes, maintaining the independence of the company in various aspects [3] - The board of directors is responsible for identifying, reviewing, and supervising related-party transactions, ensuring that the commercial substance, pricing fairness, and procedural compliance are adequately addressed [3] - Companies should establish robust internal control and risk management systems, particularly in critical areas such as fund management and guarantee approvals, to prevent fund occupation and illegal guarantees [3] Group 4: Collaborative Governance Efforts - Regulatory bodies and exchanges should closely monitor the implementation of the guidelines through special inspections and inquiries, applying strict penalties for actions that severely harm the interests of listed companies and investors [3] - Intermediary institutions should diligently focus on corporate governance when providing services, addressing any identified governance deficiencies and risks [3] - Institutional and retail investors should actively exercise their shareholder rights to create external checks and balances, fostering a collaborative effort for effective governance [3]

为何如此说？让我们倒序来看，层层剖析这《准则》究竟如何守护我们的投资。 2026年1月1日起，中国证监会正式施行修订后的《上市公司治理准则》（以下简称《准则》）。这份包含128条规则的新规，与你我息息相关，它犹如一个 坚固的"钱袋子"守护者，不论你已涉足股市、基金，还是未来有意参与投资，都能从中受益。 新规的有效实施，离不开多方力量的共同推动。监管层将毫不手软，对违规行为处以重罚，让心存侥幸者不敢越雷池半步。行业协会也将细化规则，提供明 确的操作指南，并对公司进行治理评级，奖优惩劣，让公司不得不遵守规则。此外，还将加强对上市公司高管的培训，培养其治理意识，使合规经营成为一 种习惯。 而对于我们普通投资者而言，最直接的好处体现在以下几个方面： 1. 投资渠道更宽广，机会更多：新《准则》与国际规则接轨，吸引更多外资进入A股市场，A股在国际指数中的权重也将提高。这意味着更多优质公司将选 择在A股上市，我们能投资的标的将更加丰富，同时市场也将更加稳定，减少大幅波动带来的风险。 2. "话语权"增加，不再是"小透明"：有了累积投票制，小股东可以联合起来，推选代表进入董事会，在公司决策中发出自己的声音。这使得中小投资者不 ...

Core Viewpoint - The recent revision of the "Corporate Governance Guidelines for Listed Companies" by the China Securities Regulatory Commission aims to enhance the governance of listed companies by regulating the behavior of key individuals such as directors, senior management, and controlling shareholders, thereby promoting a healthier capital market [1][2][3] Group 1: Governance Enhancements - The new regulations provide clearer boundaries and standards for the roles and responsibilities of key individuals throughout their tenure, from appointment to resignation [1][2] - The guidelines aim to prevent misconduct such as insider trading and financial fraud, which have previously harmed the interests of minority shareholders and the integrity of the capital market [1][3] Group 2: Accountability and Performance - The new rules link the compensation of directors and senior executives directly to the company's performance, ensuring that their remuneration reflects the company's operational success [2] - This shift is expected to encourage management to focus on long-term strategic development and improve overall company performance [2] Group 3: Protection of Company Interests - The regulations strengthen the independence of listed companies by imposing stricter controls on the actions of controlling shareholders and actual controllers, including prohibiting interference in financial activities and asset misappropriation [3] - The aim is to create a fair trading environment and support the high-quality development of the economy by ensuring that the governance of listed companies is transparent and accountable [3]