12月31日，上海证券交易所就修订主板和科创板股票上市规则及规范运作指引启动公开意见征集工作。 此次规则调整重点聚焦两大领域：其一，依据证监会《上市公司董事会秘书监管规则（征求意见稿）》 的部署，构建董事会秘书从聘任、履职到解聘的全流程监管框架，强化对董秘履职的保障措施，旨在引 导董秘更有效地履行信息披露、公司治理及内外部沟通协调等职责，助力提升上市公司整体质量。其 二，根据证监会《上市公司治理准则》，对董事、高级管理人员的相关规定予以细化，完善其监管制 度，从任职资格、日常履职到离职程序等环节进行全面规范，以督促董事、高管恪守忠实与勤勉义务； 同时，健全董事、高管的激励与约束机制，要求上市公司建立薪酬管理制度，明确董事、高管薪酬需与 公司经营业绩及个人绩效相挂钩，促进管理层与公司利益的深度融合；此外，将进一步约束控股股东及 实际控制人的行为，严格限制可能对上市公司造成重大不利影响的同业竞争行为。（央广财经） ...

瑞茂通供应链管理股份有限公司（证券代码：600180，证券简称：瑞茂通）于2025年12月19日收到监管 工作函，监管机构就公司信息披露事项明确了监管要求。 责任编辑：小浪快报 公告显示，此次监管措施类型为"监管工作函"，涉及对象包括上市公司、公司董事、高级管理人员以及 控股股东及实际控制人。处理事由为"就公司信息披露事项明确监管要求"。截至公告披露，公司未提及 该监管工作函对日常经营的具体影响。 登录新浪财经APP 搜索【信披】查看更多考评等级 声明：市场有风险，投资需谨慎。 本文为AI大模型基于第三方数据库自动发布，任何在本文出现的信 息（包括但不限于个股、评论、预测、图表、指标、理论、任何形式的表述等）均只作为参考，不构成 个人投资建议。受限于第三方数据库质量等问题，我们无法对数据的真实性及完整性进行分辨或核验， 因此本文内容可能出现不准确、不完整、误导性的内容或信息，具体以公司公告为准。如有疑问，请联 系biz@staff.sina.com.cn。 点击查看公告原文>> ...

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," aiming to enhance corporate governance, strengthen information disclosure, regulate mergers and acquisitions, protect investors, and combat illegal activities [1] Group 1: Corporate Governance - The regulations aim to improve corporate governance requirements, standardizing governance structures and the behavior of key stakeholders such as controlling shareholders, actual controllers, directors, and senior executives to enhance governance effectiveness [1] - The focus is on laying a solid foundation for the high-quality development of listed companies [1] Group 2: Information Disclosure - There will be a stronger emphasis on regulating information disclosure, particularly targeting financial fraud by improving internal supervision mechanisms and accountability systems [1] - The regulations will prohibit third-party involvement in fraudulent activities, aiming for a multi-dimensional approach to combat and prevent such issues [1] Group 3: Mergers and Acquisitions - The regulations will standardize and refine the rules regarding acquisitions and major asset restructurings, clarifying the responsibilities and independence requirements of financial advisors [1] - This is intended to support industrial integration and corporate transformation [1] Group 4: Investor Protection - Clear requirements will be established for market value management, cash dividends, and share buybacks to enhance the investment value of listed companies and increase awareness of returning value to investors [1] - The regulations will also specify investor protection arrangements during voluntary delisting to prevent companies from evading delisting and harming investor interests through bankruptcy restructuring [1] Group 5: Combating Illegal Activities - The regulations will impose strict penalties for illegal activities, detailing the measures that the State Council's securities regulatory authority can take in the performance of its duties [1] - Specific penalties will be set for behaviors such as asset occupation and cooperation in fraud [1]

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 a draft for public consultation on the "Regulations on the Supervision and Administration of Listed Companies," aiming to enhance corporate governance, support mergers and acquisitions, combat illegal activities, and protect investors [1][4]. Group 1: Corporate Governance - The draft emphasizes the regulation of corporate governance, detailing the governance structure and behavior of controlling shareholders and actual controllers, and reinforcing the duties of directors and executives [1][3]. - It establishes a mechanism for the return of fraudulent dividends and compensation, aiming to strengthen internal controls and enhance the responsibilities of the audit committee [3][5]. Group 2: Mergers and Acquisitions - The draft refines the regulations regarding the acquisition of listed companies, clarifying definitions, qualifications of acquirers, and disclosure standards to stabilize market expectations [2][5]. - It also improves the requirements and procedures for major asset restructurings and enhances the regulatory framework for financial advisors involved in these processes [2][5]. Group 3: Combating Illegal Activities - The draft intensifies the crackdown on financial fraud by mandating listed companies to establish robust internal control systems and specifying the legal responsibilities for parties involved in fraudulent activities [3][4]. - It prohibits controlling shareholders from misappropriating company funds and sets legal liabilities for such actions, aiming to protect the interests of minority shareholders [3][4]. Group 4: Investor Protection - The draft includes a dedicated chapter on investor protection, promoting the enhancement of investment value and prohibiting market manipulation [4][6]. - It requires companies to provide cash options or other legal measures to protect dissenting shareholders during voluntary delisting, ensuring investor interests are safeguarded [4][6]. Group 5: Information Disclosure - The draft focuses on the necessity of truthful information disclosure, addressing issues related to financial fraud and proposing solutions for fair and timely disclosures [5][6]. - It emphasizes the importance of enhancing the awareness of companies regarding the return of investment to shareholders through dividends and share buybacks [5][6].

我国将迎来首部专门的上市公司监管行政法规。12月5日晚间，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，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。从《条例》来 看，共八章、七十四条，除总则和附则外，主要聚焦完善上市公司治理要求、进一步强化信息披露监管、规范并购重组行为、加强投资者保护、打击违法违 规行为等五大方面。值得一提的是，该《条例》首次在行政法规层面设"公司治理"专章，将上市公司的治理问题作为规范重点。 《条例》的公开征求意见也释放了监管对于并购重组的支持。 首设"公司治理"专章 《条例》首次在行政法规层面设"公司治理"专章，第六条—第二十九条均系"公司治理"专章内容。 完善公司治理要求方面，《条例》指出，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。 其次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 ...

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," which aims to enhance corporate governance, information disclosure, mergers and acquisitions, investor protection, and the crackdown on illegal activities in the securities market [1]. Group 1: Corporate Governance - The regulations aim to improve corporate governance requirements, standardize governance structures, and regulate the behavior of key stakeholders such as controlling shareholders, actual controllers, directors, and senior executives to enhance governance effectiveness and support high-quality development of listed companies [2]. Group 2: Information Disclosure - There is a focus on strengthening the regulation of information disclosure, particularly targeting financial fraud by improving internal supervision mechanisms, accountability, and preventing third-party collusion in fraudulent activities [3]. Group 3: Mergers and Acquisitions - The regulations will standardize merger and acquisition activities by refining rules related to company acquisitions and major asset restructurings, clarifying the responsibilities and independence requirements of financial advisors, and supporting industrial integration and corporate transformation [4]. Group 4: Investor Protection - The regulations will enhance investor protection by setting clear requirements for market value management, cash dividends, and share buybacks, encouraging listed companies to improve investment value and awareness of returning profits to investors. It also specifies protections for investors during voluntary delisting and prevents companies from evading delisting or harming investor interests through bankruptcy restructuring [5]. Group 5: Crackdown on Illegal Activities - The regulations will impose strict penalties for illegal activities, detailing the measures that the State Council's securities regulatory authority can take in performing its duties, including specific penalties for behaviors such as misappropriation of guarantees and collusion in fraud [6].

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 the first dedicated administrative regulations for listed company supervision in China [1] Group 1: Improvement of Corporate Governance Requirements - The draft regulations focus on enhancing corporate governance structures, detailing the roles and responsibilities of shareholders, boards of directors, audit committees, and independent directors [2] - It specifies the qualifications for directors and senior management, emphasizing their duties of loyalty and diligence, and outlines the responsibilities of the board secretary [2] - The regulations aim to prevent misconduct by controlling shareholders and actual controllers, including prohibiting fund occupation and illegal guarantees that harm the interests of listed companies [2] Group 2: Strengthening Information Disclosure Supervision - The draft aims to combat financial fraud in information disclosure, requiring accurate and complete financial reports and robust internal control systems [3] - It mandates the audit committee to oversee financial reports and establishes penalties for companies that engage in fraudulent practices [3] - The regulations clarify the obligations of controlling shareholders and other parties in fulfilling information disclosure requirements [3] Group 3: Regulation of Mergers and Acquisitions - The draft provides detailed definitions and requirements for mergers and acquisitions, aiming to reduce market disputes and stabilize expectations [4] - It outlines the procedures for significant asset restructuring and the role of financial advisors in ensuring compliance and independence [4] - The regulations also emphasize the obligation of listed companies to consider investor value and establish mechanisms for protecting investors during bankruptcy and restructuring processes [4] Group 4: Legal Framework for High-Quality Development - The introduction of these regulations is seen as essential for enhancing the legal framework supporting the quality of listed companies, which have grown to over 5,000 in number [5] - The CSRC highlights the need for improved governance mechanisms and compliance with information disclosure among listed companies [5] - The regulations are designed to reinforce the regulatory foundation while supporting companies in leveraging capital market systems for growth and quality enhancement [6]

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 administrative regulations for listed company supervision in China. The regulations aim to enhance corporate governance, strengthen information disclosure oversight, standardize mergers and acquisitions, protect investors, and combat illegal activities, thereby improving the quality of listed companies [2][4]. Group 1: Corporate Governance - The regulations specify the basic structure of corporate governance for listed companies, detailing the roles and responsibilities of the shareholders' meeting, board of directors, audit committee, and independent directors [4]. - It establishes qualifications for directors and senior management, outlining their duties of loyalty and diligence, and the responsibilities of the board secretary [4]. - The regulations prohibit controlling shareholders and actual controllers from engaging in behaviors that harm the interests of listed companies, such as fund occupation and illegal guarantees [4]. Group 2: Information Disclosure - The regulations aim to prevent financial fraud in information disclosure, requiring that financial reports be accurate and complete, and mandating the establishment of internal control systems [5]. - The audit committee is tasked with the pre-review and post-investigation of financial reports, enhancing internal supervision [5]. - There are specific penalties for behaviors such as fund occupation and collusion in fraud, with measures to strengthen the oversight of listed companies and related parties [5]. Group 3: Mergers and Acquisitions - The regulations refine the definitions and requirements for mergers and acquisitions, clarifying the qualifications of acquirers and the standards for disclosing changes in equity [6]. - They also standardize the procedures for significant asset restructuring and the independent listing of subsidiaries [7]. - Financial advisors are required to meet independence standards and fulfill their responsibilities in the mergers and acquisitions process [7]. Group 4: Investor Protection - The regulations emphasize the obligation of listed companies to focus on investment value and set basic requirements for cash dividends and share buybacks to enhance investor returns [7]. - They establish a coordination mechanism between administrative supervision during bankruptcy restructuring and the courts, ensuring that investor protection arrangements are in place for companies that voluntarily delist [7]. - The regulations aim to prevent companies from evading delisting and harming investor interests through bankruptcy restructuring [7]. Group 5: Legal Framework - The introduction of these regulations is seen as a necessary step to enhance the legal framework for listed companies, addressing issues such as governance deficiencies, non-compliance in information disclosure, and misconduct by major shareholders [9]. - The CSRC emphasizes the importance of a robust regulatory framework to support the high-quality development of listed companies and the capital market [9].

Core Viewpoint - The release of the "Regulations on the Supervision and Administration of Listed Companies (Draft for Public Comment)" marks the introduction of China's first dedicated administrative regulations for the supervision of listed companies, aimed at enhancing the regulatory framework and improving the quality of listed companies [3][2]. Group 1: Improvement of Corporate Governance Requirements - The regulations focus on risk prevention, strong supervision, and promoting high-quality development, establishing a basic framework for corporate governance [4]. - Specific provisions are made regarding the roles and responsibilities of the shareholders' meeting, board of directors, audit committee, and independent directors, as well as the qualifications and duties of directors and senior management [4]. - The regulations prohibit controlling shareholders and actual controllers from engaging in behaviors that harm the interests of listed companies, such as fund occupation and illegal guarantees [4]. Group 2: Strengthening Information Disclosure Supervision - The regulations aim to prevent and combat financial fraud in information disclosure, requiring accurate and complete financial reports and establishing internal control systems [5]. - The audit committee is tasked with the pre-review and post-investigation of financial reports, enhancing internal supervision [5]. - Clear responsibilities for information disclosure are outlined for controlling shareholders and other stakeholders, balancing shareholder rights with fair disclosure principles [5]. Group 3: Regulation of Mergers and Acquisitions - The regulations refine the definitions and requirements for mergers and acquisitions, aiming to reduce market disputes and stabilize market expectations [6]. - Specific procedures and regulatory mechanisms for significant asset restructuring are established, along with guidelines for financial advisors [6]. Group 4: Investor Protection Enhancement - The regulations impose obligations on listed companies to focus on investment value and set basic requirements for cash dividends and share buybacks, enhancing investor return awareness [7]. - A mechanism for coordinating bankruptcy reorganization supervision and communication with courts is established to protect investors' interests [7]. Group 5: Legal Framework for High-Quality Development - The introduction of the regulations is seen as a necessary step to enhance the legal framework and improve the quality of listed companies, addressing issues such as governance deficiencies and non-compliance in information disclosure [8]. - The regulations are designed to support listed companies in leveraging capital market systems to enhance their quality and performance [8].