徒法不足以自行，《准则》的有效实施还需监管部门、上市公司、中介机构、机构投资者、中小投资者 等协同努力。 熊锦秋 近日，证监会发布新修订的《上市公司治理准则》（下称《准则》），进一步规范上市公司董事、高管 和控股股东、实控人行为，提升上市公司治理水平。如何将《准则》条文切实转化为提升上市公司质量 的实践，还需各方协力推动。 纵观《准则》本次修订主要内容，一是对董事与高管细化其任职、履职、离职全过程管理，特别是明确 了忠实勤勉义务的具体内涵与追责机制。二是健全董事、高管激励约束机制，强调薪酬与业绩的匹配 性、风险的可控性，引入止付追索、递延支付等市场化工具。三是对控股股东、实控人严格限制其不当 行为，特别是可能产生重大不利影响的同业竞争和不当关联交易，强化信披要求等。 完善对董事、高管离职审查与责任追溯。《准则》要求上市公司明确对董事、高管离职后的义务及追责 追偿等内容，这是重要创新。董事、高管离职时，应由审计委员会等牵头，对其任职期间是否存在未尽 忠实勤勉义务等情况进行专项审查，对于发现的问题，坚决通过内部追责、民事索赔甚至移送司法等途 径追责。 上市公司应建立健全内部控制和风险管理制度，特别是资金管理、担保 ...

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the Corporate Governance Code for listed companies to enhance governance standards and promote a modern corporate system, effective from January 1, 2026 [1][2]. Summary by Relevant Sections Governance Structure - The revised code aims to improve the regulatory framework for directors and senior management, ensuring they fulfill their duties faithfully and diligently [1]. Incentive and Restraint Mechanisms - Companies are required to establish a compensation management system that aligns the remuneration of directors and senior executives with the company's performance and individual contributions, fostering better alignment of interests [1]. Control and Related Party Transactions - The code imposes stricter regulations on controlling shareholders and actual controllers, particularly regarding competition and related party transactions, to mitigate significant adverse impacts on listed companies [1]. Coordination with Other Regulations - The revised code will align with existing laws and regulations, such as the Securities Law and the Independent Director Management Measures, to enhance the coherence of governance rules [1].

Core Viewpoint - The revised Corporate Governance Code aims to enhance the regulatory framework for directors and senior management, ensuring their responsibilities align with company performance and promoting transparency and accountability in corporate governance [2][6]. Group 1: Improvement of Director and Senior Management Regulation - The first major focus of the revised Code is to enhance the regulatory framework for directors and senior management, covering aspects of appointment, performance, and departure [3]. - The Code specifies the qualifications for directors and the responsibilities of the nomination committee, preventing unqualified individuals from holding positions [3]. - It emphasizes the duty of loyalty and diligence for directors and senior management, requiring disclosure of conflicts of interest and ensuring informed decision-making [3][4]. Group 2: Management of Departures - The Code strengthens the management of departures, mandating companies to arrange for accountability and recovery of responsibilities for departing directors and senior management [4]. - Directors must complete handover procedures upon leaving, and their responsibilities do not cease with their departure [4]. - Companies must scrutinize any unfulfilled obligations or potential legal violations by departing directors [4]. Group 3: Alignment of Compensation with Performance - A significant highlight of the revised Code is the establishment of a compensation management system that aligns the remuneration of directors and senior management with company and individual performance [6]. - Companies are required to disclose reasons if average performance-based compensation does not decrease when the company transitions from profit to loss [6][7]. - Special compensation mechanisms may be applied for R&D companies or top-tier talent, decoupling their pay from immediate performance metrics [6]. Group 4: Regulation of Controlling Shareholders and Actual Controllers - The revised Code further regulates the behavior of controlling shareholders and actual controllers, limiting competitive practices that could harm the company [8]. - It mandates strict adherence to decision-making procedures and disclosure obligations for related-party transactions [9]. - The Code aims to protect minority shareholders by preventing the misuse of control rights and ensuring fair trading practices [10].

Core Viewpoint - The legal opinion letter confirms that the procedures and qualifications for the shareholders' meeting of Hubei Heyuan Gas Co., Ltd. comply with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [1][2][3]. Group 1: Meeting Procedures - The shareholders' meeting was convened in accordance with the Company Law, Shareholders' Meeting Rules, and the company's articles of association [4][5]. - The notice for the meeting was properly announced, meeting all legal requirements [4][5]. Group 2: Qualifications of Participants - The meeting was convened by the company's board of directors, which is in line with legal and regulatory requirements [4][5]. - A total of 114 participants attended the meeting, representing 120,640,400 shares, which is 33.9713% of the total voting shares [6]. - Among the attendees, 8 were present at the physical meeting, representing 71,759,278 shares, which is 33.9713% of the total voting shares [6]. Group 3: Voting Procedures and Results - The voting process was conducted according to legal standards, with monitoring and counting of votes [6][7]. - The proposal to elect a new director received 120,614,180 votes in favor, accounting for 99.9783% of the valid votes cast [7][8]. - The proposal to amend the company's articles of association also received 120,614,180 votes in favor, meeting the required majority for special resolutions [8][9].