12月5日，证监会主席吴清在人民日报发表署名文章《提高资本市场制度的包容性适应性（学习贯彻党 的二十届四中全会精神）》指出，推动培育更多体现高质量发展要求的上市公司。上市公司是资本市场 之基，要更大力度推动优化上市公司结构、提升投资价值。持续深化并购重组市场改革，提升再融资机 制灵活性、便利度，支持上市公司转型升级、做优做强，发展新质生产力，助力培育更多世界一流企 业。研究完善上市公司激励约束机制，激发企业家精神和人才创新创造活力。督促和引导上市公司强化 回报投资者的意识，更加积极开展现金分红、回购注销等。巩固深化常态化退市机制，畅通多元退出渠 道，进一步健全进退有序、优胜劣汰的市场生态。 ...

Core Points - The board of directors of Guotou Capital held a meeting on November 18, 2025, where six proposals were unanimously approved, including the reappointment of the auditing firm and the nomination of a new board member [1][6] - The reappointment of the auditing firm aims to ensure continuity in audit work, with the board approving the proposal to retain ShineWing Certified Public Accountants for the 2025 financial year [2][6] - Zhang Chen was nominated as a candidate for the ninth board of directors, with his term starting upon approval by the shareholders' meeting [3][6] - The internal management system was optimized, including revisions to the internal audit management measures and performance assessment methods for management, to enhance the incentive and restraint mechanisms [4][6] - The performance bonus plan for 2024 was approved, with the specific amounts to be disclosed following shareholder approval [5][6] - A temporary shareholders' meeting is scheduled for December 5, 2025, to review the proposals approved by the board, including the reappointment of the auditing firm and the nomination of the new board member [6][7]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the Corporate Governance Code, which will take effect on January 1, 2026, focusing on enhancing the supervision of key individuals in listed companies and improving governance mechanisms [1][2]. Summary by Relevant Sections Governance Regulation Optimization - The revised Corporate Governance Code aims to strengthen the responsibilities of key individuals, including directors and senior management, to prevent abuse of control by major shareholders and actual controllers [2][3]. - The update is a comprehensive upgrade of existing rules, emphasizing a full-chain management system for directors and senior management, and enhancing the regulation of major shareholders and actual controllers [2][3]. Incentive and Restraint Mechanisms - A significant highlight of the revised code is the establishment of a salary management system that aligns the compensation of directors and senior management with company performance [3]. - Companies must disclose reasons if the average performance-based salary of directors and senior management does not decrease when the company transitions from profit to loss or experiences a larger loss compared to the previous fiscal year [3]. Regulation of Major Shareholders and Actual Controllers - The revised code imposes strict limitations on potential major adverse impacts from competing businesses and enhances disclosure requirements for non-major adverse impacts [3][4]. - It also strengthens the regulation of related party transactions, requiring companies to adhere to decision-making procedures and information disclosure obligations [4]. Improvement of Director and Senior Management Supervision - The revised code establishes a closed-loop supervision system for directors and senior management, detailing responsibilities during appointment, performance, and departure [5][6]. - It mandates that companies disclose detailed information about director candidates before shareholder meetings and requires candidates to commit to the accuracy of their disclosed information [6]. Accountability After Departure - Companies are required to arrange for accountability and recovery of responsibilities for directors and senior management after their departure, ensuring that obligations are fulfilled even after leaving [7].

Core Points - The China Securities Regulatory Commission (CSRC) has officially finalized the revised Corporate Governance Code, which will take effect on January 1, 2026, focusing on enhancing the regulatory framework for directors and senior management, as well as standardizing the behavior of controlling shareholders and actual controllers [2] Group 1: Enhancements to Director and Senior Management Regulation - The revised code emphasizes a comprehensive regulatory system for directors and senior management, covering appointment, performance, and departure [3] - It specifies the qualifications for directors and the responsibilities of the nomination committee to prevent unqualified individuals from being appointed [3] - The code requires enhanced disclosure obligations for directors and senior management regarding conflicts of interest and competition with the company [4] - Companies must conduct thorough reviews of departing directors to ensure they fulfill their obligations and responsibilities [4] Group 2: 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 the company's operational and individual performance [6] - Companies must disclose reasons if the average performance-based compensation for directors and senior management does not decrease when the company transitions from profit to loss or experiences a larger loss compared to the previous fiscal year [6] - Special compensation mechanisms may be applied for R&D companies that are in loss during their initial public offering, allowing for flexibility in performance linkage [6] Group 3: Regulation of Controlling Shareholders and Actual Controllers - The revised code further regulates the behavior of controlling shareholders and actual controllers by limiting competitive activities that could adversely affect the company [8] - It mandates strict adherence to decision-making procedures and information disclosure obligations for related party transactions [9] - The code aims to protect the legitimate rights and interests of minority shareholders by preventing the misuse of control by major shareholders [10]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the Corporate Governance Code, which will take effect on January 1, 2026, aiming to enhance the governance of listed companies and protect the interests of minority shareholders [1]. Summary by Key Areas Improvement of Board and Executive Supervision - The new regulations establish comprehensive guidelines for the appointment, performance, and departure of directors and executives, emphasizing the need for strict qualification reviews and enhanced disclosure of conflicts of interest [1]. - Companies are required to arrange for accountability measures for executives upon their departure, ensuring a review of their duties during their tenure [1]. Establishment of Incentive and Restraint Mechanisms - Listed companies must create a compensation management system that aligns executive pay with company performance and individual contributions, promoting a balance between incentives and constraints [2]. - The regulations encourage deferred compensation and clawback mechanisms to discourage short-termism and align management interests with long-term company growth [2]. Regulation of Controlling Shareholders and Actual Controllers - The new rules impose strict limitations on potential conflicts of interest and require enhanced disclosure of non-material competitive activities to improve transparency [3]. - The responsibilities of the board in identifying and reviewing related party transactions have been clarified to prevent improper dealings from the outset [3]. Coordination of Rules and Systematic Improvement - The new regulations ensure alignment with existing laws such as the Securities Law and the Management Measures for Independent Directors, enhancing the overall regulatory framework [4]. - The CSRC has allowed a transition period for companies to adjust their internal systems in light of the new Corporate Governance Code, providing ample preparation time before the implementation date [4].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) is proposing revisions to the Corporate Governance Code to enhance the governance level of listed companies and regulate the behavior of directors, senior management, controlling shareholders, and actual controllers [1][2]. Group 1: Revisions to the Corporate Governance Code - The revisions focus on four main areas: improving the management system for the appointment, performance, and departure of directors and senior management [2]. - The qualifications for directors and senior management will be clarified, and the responsibilities of the nomination committee will be defined to prevent unqualified individuals from holding positions [2]. - The obligations of directors and senior management regarding loyalty and diligence will be detailed, with enhanced disclosure requirements for conflicts of interest and decision-making processes [2]. - The management of departures of directors and senior management will be strengthened, including accountability measures for post-departure responsibilities [2]. Group 2: Incentive and Restraint Mechanisms - Listed companies will be required to establish a remuneration management system that aligns the compensation structure and levels of directors and senior management with company performance [2]. - The remuneration of directors and senior management must be linked to both company and individual performance to encourage value creation [2]. - Mechanisms for the recovery of remuneration and deferred payment systems will be improved to enhance accountability [2]. Group 3: Regulation of Controlling Shareholders and Actual Controllers - The revisions will impose strict limitations on competitive behaviors that could adversely affect listed companies, with increased transparency requirements for non-material competitive activities [2]. - The requirements for the board of directors regarding the identification and review of related party transactions will be further refined [2]. Group 4: Integration with Existing Regulations - The revisions will ensure alignment with the Securities Law regarding the public solicitation of shareholder rights [3]. - Responsibilities of the nomination committee and remuneration assessment committee will be updated according to the Independent Director Management Measures [3]. - Improvements will be made to voluntary information disclosure and the publication of sustainability reports in accordance with the Information Disclosure Management Measures [3].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has revised the "Corporate Governance Guidelines for Listed Companies" to enhance governance standards and regulate the behavior of key stakeholders, including directors and senior management [1][4]. Group 1: Governance Structure Enhancements - The new guidelines focus on improving the management system for directors and senior executives, including their qualifications and responsibilities [2][3]. - There are stricter requirements for disclosing conflicts of interest and competitive behavior among directors and senior management [2][3]. - The guidelines emphasize the need for companies to establish a sound remuneration management system that aligns executive pay with company performance [2][6]. Group 2: Regulation of Major Shareholders and Actual Controllers - The revised guidelines impose stricter regulations on major shareholders and actual controllers to prevent actions that could harm the interests of listed companies [3][6]. - Enhanced scrutiny of related party transactions is mandated, requiring boards to better identify and review such transactions [3][6]. Group 3: Accountability and Performance Linkage - The guidelines require that executive compensation be tied to both company and individual performance, with provisions for clawback in cases of financial restatements or misconduct [6][8]. - There is a clear expectation for key stakeholders to act diligently in safeguarding the interests of the company and minority shareholders [4][5]. Group 4: Market Impact and Future Outlook - The revisions are seen as a step towards improving the overall governance framework, which is expected to enhance the quality of listed companies and boost investor confidence [7][8]. - The guidelines align with broader regulatory reforms aimed at strengthening corporate governance and protecting investor interests [7][8].

Core Viewpoint - The core strategy for improving the government procurement market is to enhance the incentive and constraint mechanisms, continuously lower market entry barriers, and gradually open the market to all legitimate market entities, allowing information to be effectively priced in the government procurement market [1][4]. Group 1: Government Procurement Market Regulation - The Ministry of Finance, Ministry of Public Security, and State Administration for Market Regulation have launched a special rectification action targeting four types of illegal activities in the government procurement sector from June to January of the following year [2]. - The government procurement market is currently a vibrant sector within the national economy, with various ownership enterprises eager to enter this market to inject new vitality into their operations [2][4]. - The special rectification action aims to standardize the development of the government procurement market and create a fair competitive environment [2][4]. Group 2: Information Asymmetry and Regulatory Challenges - The government procurement market exhibits typical characteristics of asymmetric information, leading to moral hazard and adverse selection risks due to the regulatory bodies' inability to effectively obtain observable costs and contract costs [3][4]. - The existing issues in the government procurement market, such as discriminatory clauses and other illegal activities, stem from the information structure and constraints faced by regulators and enterprises [3][4]. - The effectiveness of the special rectification action will depend on addressing the underlying issues of asymmetric information and the incompleteness of commitments within the regulatory framework [4]. Group 3: Market Structure and Mechanism Design - To effectively capture illegal activities in the government procurement market, it is essential to address the constraints arising from asymmetric information and the imperfections of regulators [4]. - The government procurement market currently accounts for about 10% of annual government fiscal expenditures, indicating that the scale effect of the market is not fully realized [4]. - There is a suggestion to include monopolistic state-owned enterprises in the government procurement market to diversify the buyer base and enhance market dynamics [4][5].