登录新浪财经APP 搜索【信披】查看更多考评等级 文 孙汝祥 夏欣 2025年堪称上市公司监管领域的"大年"，在监管规则体系完善、推动高质量发展、全链条严打财务造假 等方面均成效卓然。 这一年，上市公司监管从"问题驱动型"的零散规则修补迈向系统性"顶层设计型"的系统法规建构。 2025年12月，中国证监会就《上市公司监督管理条例（征求意见稿）》（以下简称《监管条例》）公开 征求意见。这份覆盖上市公司"全生命周期"的文件，强化全链条监管，标志着我国首部上市公司监管行 政法规即将出炉，也宣告着对上市公司的监管将进入一个更加系统化、法治化的新阶段。 这一年，并购重组市场活力迸发，助力上市公司高质量发展的同时，A股公司常态化分红也形成了良好 生态。 2025年5月中国证监会发布修改后的《上市公司重大资产重组管理办法》（以下简称《重组办法》）， 以更大力度支持上市公司并购重组。数据显示，A股上市公司2025年年内披露重大资产重组超200单， 是2024年的1.4倍。 2025年1—12月，A股上市公司实施现金分红2.55万亿元，1066家沪深公司宣告中期分红7870亿元，进一 步彰显了资本市场的长期投资价值和吸引力。 ...

人民财讯12月31日电，中国证监会就《上市公司董事会秘书监管规则（征求意见稿）》公开征求意见， 强化责任追究。要求上市公司建立内部追责机制，定期开展履职评价和内部追责。对于上市公司未及时 披露信息、披露信息虚假、未按要求审议重大事项等违法违规行为，董事会秘书未勤勉尽责的，严格采 取监管措施或者实施处罚。 ...

人民网北京12月28日电 (记者李博)12月26日，《北京证券交易所上市公司持续监管指引第15号——交易 与关联交易》(简称《指引》)发布并开始施行，旨在进一步规范上市公司交易与关联交易行为，提高上 市公司规范运作水平和信息披露质量，保护投资者合法权益。 《指引》覆盖财务公司关联交易、委托理财、证券投资、期货和衍生品交易等交易场景，通过明确审议 程序、加强内控管理、完善披露内容等方式，推动上市公司规范、透明、高质量发展。 《指引》提出细化关联交易监管，防范利益输送风险。重点规范财务公司关联交易、关联共同投资、日 常关联交易、关联购买出售资产四类关联交易行为，明确财务公司关联交易需签订金融服务协议、制定 风险预案并持续评估资金安全；对于高溢价购买资产且不提供盈利担保或补偿承诺的情形，加强信披监 管。 《指引》提出强化重大交易监管，引导聚焦主业。重点规范证券投资、委托理财、与专业投资机构共同 投资及合作、期货和衍生品交易四类交易行为。明确各类交易的适用情形、披露审议标准、内控和风险 管理要求，并细化信息披露内容。特别强调开展期货和衍生品交易须明确交易目的，防止以套期保值为 名开展投机交易，并要求公司具备相应内控与 ...

Core Viewpoint - Shandong Zhanggu has been found to violate multiple regulatory provisions by the Shandong Securities Regulatory Bureau, leading to administrative corrective measures and a requirement to submit a written rectification report within 30 days [1][2]. Group 1: Regulatory Violations - The company has issues with related party transaction review and information disclosure, including inaccuracies in the 2024 semi-annual and annual reports regarding related party transactions and overdue review procedures from 2020 to 2024 [1]. - There are violations in the use of raised funds, including the purchase of non-principal guaranteed financial products and failure to fully redeem cash management products within the board's authorized period [1]. - Governance issues were identified, such as related shareholders acting as monitors during shareholder meetings and incomplete registration of insider information in the 2023 annual report [1]. Group 2: Accountability and Response - Key personnel, including the co-chairman, general manager, and financial officers, have been held responsible for the violations [2]. - The company has committed to addressing the issues raised by the regulatory body and will enhance internal controls and information disclosure management [2]. - The company asserts that the regulatory measures will not impact its production, operations, or financial status, indicating that current operations are normal [2].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) is seeking public opinion on 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 [1] Group 1: Regulatory Framework - The draft regulations aim to enhance the legal framework for listed companies, addressing issues such as governance mechanisms, information disclosure, and the responsibilities of directors and major shareholders [1][2] - The regulations are designed to transition from a fragmented rule-based approach to a systematic legal framework, improving the overall governance structure and accountability within listed companies [1][2] Group 2: Governance and Compliance - The regulations specify governance requirements, clarifying the roles and responsibilities of key stakeholders, including controlling shareholders and executives, to improve governance effectiveness [2] - By extending regulatory focus to the actual control layer, the regulations aim to create a governance structure that prevents issues from the source, thereby enhancing governance efficiency [2] Group 3: Mergers and Acquisitions - The regulations provide clear guidelines for mergers and acquisitions, defining terms, qualifications for acquirers, and disclosure standards to reduce market disputes and stabilize expectations [2] - They also establish a comprehensive framework for major asset restructuring, including definitions, requirements, procedures, and regulatory mechanisms [2] Group 4: Investor Protection - A dedicated chapter in the regulations addresses investor protection, mandating listed companies to focus on investment value and outlining basic requirements for cash dividends and share buybacks [3] - The regulations emphasize the need for companies undergoing bankruptcy restructuring to protect investor interests and prevent evasion of delisting [3] Group 5: Market Impact - The introduction of these regulations signifies a new phase of legal and refined supervision for listed companies in China, providing predictable and enforceable guidelines for all market participants [3]

Report Industry Investment Ratings - **Macro Finance**: Index futures are expected to be bullish in the medium to long term, with a strategy of buying on dips; Treasury bonds are expected to trade sideways [1]. - **Black Building Materials**: Coking coal is suitable for short - term trading; rebar for range trading; glass for shorting on rallies [1]. - **Non - ferrous Metals**: Copper is recommended to reduce long positions on rallies and replenish on lows; aluminum for increased observation; nickel for waiting or shorting on rallies; tin for range trading; gold for range trading; silver for holding long positions and cautious new positions; lithium carbonate for strong - side oscillation [1]. - **Energy and Chemicals**: PVC for range trading; caustic soda for temporary waiting; soda ash for temporary waiting; styrene for range trading; rubber for range trading; urea for range trading; methanol for range trading; polyolefins for weak - side oscillation [1]. - **Cotton Textile Industry Chain**: Cotton and cotton yarn for strong - side oscillation; PTA for upward oscillation; apples for strong - side oscillation; red dates for weak - side oscillation [1]. - **Agriculture and Animal Husbandry**: Pigs for a strategy of shorting on rallies for near - term contracts and cautious bullishness for far - term contracts; eggs for limited upside; corn for cautious chasing of highs in the short term and hedging on rallies for grain holders; soybean meal for range operation; oils for gradually taking profit on previously established short positions [1]. Core Views - The market is influenced by a variety of factors, including macro - policies, supply - demand relationships, and international situations. Different sectors and varieties have different trends and investment strategies due to their unique fundamentals [1][6][8]. - Some commodities are facing supply - demand imbalances, such as oversupply in soda ash and strong supply pressure in the pig market, while others benefit from factors like improving demand or supply disruptions, like the potential support for tin prices from supply tightness [18][34]. Summary by Categories Macro Finance - **Index Futures**: Medium - to long - term bullish, with short - term possible sideways movement. Influenced by factors such as potential Fed chair appointments, Chinese economic data, and policy responses to the central economic work conference [6]. - **Treasury Bonds**: Expected to trade sideways. Driven by factors like central bank policies, regulatory changes, and the need for year - end configuration [6]. Black Building Materials - **Coking Coal**: Short - term trading is recommended. The market is in a game between strong bearish realities and weak marginal supports [8]. - **Rebar**: Range trading is advised. With low valuations and weak drivers, prices may oscillate weakly [8]. - **Glass**: Shorting on rallies is suggested. High inventory, weak demand, and potential supply increases lead to a bearish outlook [10]. Non - ferrous Metals - **Copper**: High - level oscillation is expected. Macro - easing expectations and long - term supply shortages support prices, but short - term over - rise has curbed consumption and increased adjustment risks [11][12]. - **Aluminum**: A rebound is possible, but increased observation is recommended. Factors include changes in bauxite prices, alumina and electrolytic aluminum production capacities, and demand in the off - season [13]. - **Nickel**: Sideways movement. Long - term supply surplus exists, but new RKAB policies bring uncertainties [16]. - **Tin**: Range trading is recommended. Supply is tight, and downstream consumption is weak, but prices are expected to be supported [18]. - **Silver**: Sideways movement. Fed policies, economic data, and industrial demand support prices, with a strategy of holding long positions and cautious new positions [18]. - **Gold**: Range trading is advised. Fed policies and economic uncertainties lead to a bullish medium - term outlook [20]. - **Lithium Carbonate**: Strong - side oscillation. Supply is affected by mine situations, and demand is strong, with attention needed on mine developments [20]. Energy and Chemicals - **PVC**: Low - level oscillation. Weak domestic demand, high inventory, and uncertain export growth lead to a weak outlook, but low valuations and potential policy supports exist [22]. - **Caustic Soda**: Cautiously bearish, with temporary waiting. High inventory, weak demand from downstream alumina, and potential production changes are factors [23]. - **Styrene**: Sideways movement. Overseas blending logic has limited impact on the weak fundamentals, with attention on price changes [24]. - **Rubber**: Sideways movement. Uncertain supply - demand, high inventory, and weak downstream demand lead to a range - bound market [24][25]. - **Urea**: Sideways movement. Supply increases, and demand is a mix of weakening agricultural demand and strengthening industrial demand, with inventory changes affecting prices [26][27]. - **Methanol**: Sideways movement. Supply is stable, demand from methanol - to - olefins is mixed, and traditional demand is weak, with inventory decreases [27]. - **Polyolefins**: Weak - side oscillation. Supply is strong, demand is weak, especially for PE agricultural film, but inventory reduction provides some support [29]. - **Soda Ash**: Temporary waiting. Supply surplus is the main pressure, but cost support and potential supply contractions are factors [31]. Cotton Textile Industry Chain - **Cotton and Cotton Yarn**: Strong - side oscillation. Global supply - demand is relatively loose, but domestic sales and yarn prices support the market [31]. - **PTA**: Upward oscillation. Geopolitical factors drive up oil prices, and PTA supply - demand is in a de - stocking phase [31][33]. - **Apples**: Strong - side oscillation. Market trading is general, with prices in different regions showing certain ranges [33]. - **Red Dates**: Weak - side oscillation. Acquisition progress is in the late stage, and enterprise acquisition enthusiasm is general [33]. Agriculture and Animal Husbandry - **Pigs**: Sideways bottom - building. Short - term supply pressure exists, and long - term prices are affected by capacity reduction and cost changes, with different strategies for near - and far - term contracts [34]. - **Eggs**: Limited upside. Short - term spot and futures are range - bound, medium - term supply - demand improves marginally, and long - term supply pressure remains [35][36][37]. - **Corn**: Rebound. Short - term selling pressure needs to be digested, and long - term demand gradually recovers, but supply - demand is relatively loose [37]. - **Soybean Meal**: Range oscillation. Near - term contracts are strong due to supply delays and de - stocking, while far - term contracts are weak due to South American production expectations [38]. - **Oils**: Soybean and palm oils for weak - side oscillation, rapeseed oil for limited rebound. Different supply - demand situations and external factors lead to different trends [38][42].

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 first administrative regulation for listed company supervision in China, aimed at enhancing governance, information disclosure, mergers and acquisitions, and investor protection [1][7]. Group 1: Governance Requirements - The draft establishes a dedicated chapter on corporate governance, focusing on the governance structure, articles of association, and the roles of controlling shareholders and executives, thereby enhancing accountability and oversight [2][7]. - It emphasizes the responsibilities of independent directors and the board secretary, aiming to strengthen internal supervision mechanisms within companies [2][7]. Group 2: Mergers and Acquisitions - The draft enhances support for mergers and acquisitions by clarifying definitions, qualifications for acquirers, and disclosure standards for equity changes, while also refining the requirements and procedures for major asset restructurings [3][7]. - It aims to ensure that financial advisors play a crucial role in overseeing mergers and acquisitions, thereby facilitating industry upgrades [3][7]. Group 3: Combating Illegal Activities - The draft intensifies the crackdown on illegal activities, particularly financial fraud, by reinforcing regulations on related-party transactions and requiring companies to establish robust internal control systems [4][5]. - It prohibits major shareholders from misappropriating company funds and sets legal responsibilities for those involved in fraudulent activities, aiming to dismantle the "ecosystem" of fraud [4][5]. Group 4: Investor Protection - A dedicated chapter on investor protection is included, mandating companies to enhance investment value and prevent market manipulation, while also improving cash dividend and share buyback mechanisms [6][7]. - The draft requires companies undergoing voluntary delisting to provide cash options or other legal measures to protect dissenting shareholders [6][7]. Group 5: Timeliness of Regulation - The introduction of the draft is timely, given the increasing number of listed companies in China and the need for improved governance and oversight mechanisms to enhance company quality [7]. - The draft aims to fill the regulatory gap between existing laws and the rules set by the CSRC and stock exchanges, promoting high-quality development of listed companies [7].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft of the "Regulations on the Supervision and Management of Listed Companies," marking the first dedicated administrative regulation for listed company supervision in China [20][34]. Group 1: Comparison with SOX Act - The new regulations are seen as a system that draws from but surpasses the Sarbanes-Oxley Act (SOX), aiming to enhance trust in the capital market and curb issues like financial fraud and information disclosure violations [26][34]. - The regulations are expected to lead to a more robust A-share market, where investors can confidently select quality listed companies, and intermediary institutions will be standardized [26][34]. Group 2: Key Areas of Regulation - **Corporate Governance**: The regulations require a majority of independent directors in the audit committee, with a professional accountant as the convener, enhancing the committee's role as a "financial watchdog" [9][26]. - **Internal Control**: The focus shifts from financial reporting to comprehensive risk management, linking internal control failures to delisting risks [10][27]. - **Information Disclosure**: The regulations extend oversight to the source of information disclosure, introducing a mechanism for recovering ill-gotten gains from financial fraud [11][28]. - **Audit Supervision**: While not establishing an independent body like PCAOB, the regulations strengthen the accountability of audit committees and financial advisors [13][29]. - **Executive Accountability**: The regulations emphasize individual accountability for executives, including penalties for misconduct, extending to controlling shareholders [14][30]. - **Mergers and Acquisitions**: The regulations provide specific guidelines for M&A activities, balancing support for market-driven acquisitions with strict oversight to prevent fraudulent practices [15][31]. - **Investor Protection**: Enhanced mechanisms for investor compensation and efficient legal recourse are introduced, including cash options for dissenting shareholders during delisting [16][32]. - **Legal Responsibility**: The regulations establish a comprehensive accountability system with increased penalties for violations, aiming to deter misconduct effectively [17][33]. Group 3: Future Outlook - With the implementation of these regulations, it is anticipated that the A-share market will enter a bullish phase, reflecting a significant transformation in the regulatory landscape [18][34].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft of the "Regulations on the Supervision and Administration of Listed Companies," which aims to enhance the regulatory framework for listed companies, focusing on preventing financial fraud and improving corporate governance. Group 1: Regulatory Innovations - The draft introduces measures to reverse the incentive structure of financial fraud, ensuring that board members must recover compensation and dividends based on false financial reports, thereby tightening economic accountability for insiders [1][4]. - It imposes severe penalties on third parties, such as clients and suppliers, who assist in falsifying documents or transactions, with fines ranging from one million to ten million yuan [6][8]. - The regulations enhance the role of the audit committee, granting it broad supervisory and investigative powers, transforming it into an internal "chief investigator" [3][5]. Group 2: Corporate Governance - The draft explicitly prohibits controlling shareholders and actual controllers from misappropriating company assets and outlines strict definitions for identifying "hidden actual controllers" [2][4]. - It mandates that any changes in the use of raised funds must pass through a high threshold of shareholder approval, reinforcing investor trust [2][9]. - The audit committee is empowered to conduct independent investigations when financial reports are suspected of being false, thus ensuring proactive oversight [3][5]. Group 3: Financial Advisor Responsibilities - The draft requires that financial advisors for mergers and acquisitions maintain independence and conduct thorough checks on compliance and accuracy of disclosures [7][8]. - Financial advisors face severe penalties, including fines and potential suspension from securities services, if their reports contain false information or significant omissions [8]. Group 4: Fund Utilization - The draft specifies four scenarios that constitute unauthorized changes in the use of raised funds, all requiring shareholder approval, thereby protecting investor interests [9]. - This regulation aims to ensure that raised funds are used as promised, preventing arbitrary investment decisions that could harm investor expectations [9][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 the introduction of a dedicated regulatory framework for listed companies in China's capital market aimed at enhancing legal governance and improving the quality of listed companies [1] Group 1: Company Governance - The draft consists of eight chapters and seventy-four articles, focusing on five core areas: improving corporate governance requirements, strengthening information disclosure regulation, standardizing mergers and acquisitions, enhancing investor protection, and strictly combating illegal activities [2] - A new regulation mandates that listed companies must establish an audit committee within their board of directors, with a majority of independent directors and the chair being a qualified accounting professional [2] - Independent directors must constitute at least one-third of the board and oversee potential conflicts of interest between the company and its major stakeholders, thereby protecting minority shareholders' rights [2] Group 2: Combating Financial Fraud - The draft establishes a comprehensive mechanism for preventing and addressing financial fraud, integrating source prevention, process monitoring, and post-event accountability [3] - The audit committee is tasked with approving financial reports before submission to the board, and a mechanism for recovering profits derived from fraudulent financial reports is introduced [3] - Penalties for companies and third parties involved in the preparation of false financial statements include fines ranging from 1 million to 10 million yuan, with severe penalties for securities service institutions failing to fulfill their duties [3][4] Group 3: Investor Protection - The draft outlines clear requirements for market value management, cash dividends, and share buybacks, aiming to enhance the investment value of listed companies and protect investors during voluntary delisting [5] - Companies are required to prioritize cash dividends over stock dividends in their articles of association and establish stable cash dividend policies based on financial health [6] - The regulations also stipulate that companies must clarify the conditions and procedures for share buybacks and provide cash options for dissenting shareholders during voluntary delisting [6] Group 4: Mergers and Acquisitions - The draft regulates acquisition behaviors by refining definitions, qualifications, and disclosure standards to reduce market disputes and stabilize expectations [7] - It specifies the requirements and procedures for significant asset restructuring and the independent listing of subsidiary companies [7] - Financial advisors' roles and responsibilities are also defined to ensure their independence and effectiveness in overseeing mergers and acquisitions [7]