12月5日，证监会就《上市公司监督管理条例（公开征求意见稿）》（以下简称《条例》）公开征求意 见。市场普遍认为，上述征求意见稿意味着我国资本市场将迎来首部专门的上市公司监管行政法规。 《条例》意见稿的出台也是旨在增强基础法治供给、推动提高上市公司质量。 筑牢公司治理根基 《条例》意见稿共八章、七十四条，主要涵盖以下五大核心内容：完善上市公司治理要求；进一步强化 信息披露监管，重点打击防范上市公司信息披露"财务造假"；规范并购重组行为，支持产业整合升级和 企业转型；加强投资者保护，明确主动退市中投资者保护安排；严厉打击违法违规行为。 其中，部分公司治理相关的新规也引发了关注。例如，第九条明确规定，上市公司董事会必须设置审计 委员会，其成员不得担任高级管理人员，过半数需为独立董事，且召集人须为独立董事中的会计专业人 士。委员会将全面承接《公司法》规定的监事会职权，同时负责审核财务信息披露、监督内外部审计及 内部控制等关键事项。 紧接着的第十条规定，独立董事占董事会成员比例不得低于三分之一，且至少包含一名会计专业人士。 独立董事需对上市公司与控股股东、实际控制人、董事、高级管理人员之间的潜在重大利益冲突事项进 行监 ...

每经记者｜李娜 每经编辑｜陈柯名 彭水萍 潘海福 12月5日，证监会就《上市公司监督管理条例（公开征求意见稿）》（以下简称《条例》）公开征求意见。市场普遍认为，上述征求意见稿意味着我国资 本市场将迎来首部专门的上市公司监管行政法规。《条例》意见稿的出台也是旨在增强基础法治供给、推动提高上市公司质量。 筑牢公司治理根基 《条例》意见稿共八章、七十四条，主要涵盖以下五大核心内容：完善上市公司治理要求；进一步强化信息披露监管，重点打击防范上市公司信息披 露"财务造假"；规范并购重组行为，支持产业整合升级和企业转型；加强投资者保护，明确主动退市中投资者保护安排；严厉打击违法违规行为。 其中，部分公司治理相关的新规也引发了关注。例如，第九条明确规定，上市公司董事会必须设置审计委员会，其成员不得担任高级管理人员，过半数需 为独立董事，且召集人须为独立董事中的会计专业人士。委员会将全面承接《公司法》规定的监事会职权，同时负责审核财务信息披露、监督内外部审计 及内部控制等关键事项。 紧接着的第十条规定，独立董事占董事会成员比例不得低于三分之一，且至少包含一名会计专业人士。独立董事需对上市公司与控股股东、实际控制人、 董事、高 ...

12月5日，证监会就《上市公司监督管理条例（公开征求意见稿）》（以下简称《条例》）公开征求意 见。市场普遍认为，上述征求意见稿意味着我国资本市场将迎来首部专门的上市公司监管行政法规。 《条例》意见稿的出台也是旨在增强基础法治供给、推动提高上市公司质量。 筑牢公司治理根基 《条例》意见稿共八章、七十四条，主要涵盖以下五大核心内容：完善上市公司治理要求；进一步强化 信息披露监管，重点打击防范上市公司信息披露"财务造假"；规范并购重组行为，支持产业整合升级和 企业转型；加强投资者保护，明确主动退市中投资者保护安排；严厉打击违法违规行为。 在本次发布的《条例》意见稿中，监管层对市值管理、现金分红、股份回购等作出了明确要求，推动上 市公司提升投资价值、增强回报投资者意识。同时，还明确了主动退市中投资者保护安排，以防范上市 公司规避退市、利用破产重整损害投资者利益。 其中，部分公司治理相关的新规也引发了关注。例如，第九条明确规定，上市公司董事会必须设置审计 委员会，其成员不得担任高级管理人员，过半数需为独立董事，且召集人须为独立董事中的会计专业人 士。委员会将全面承接《公司法》规定的监事会职权，同时负责审核财务信息披露、 ...

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].

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].