Core Viewpoint - The China Securities Investor Services Center has nominated independent director candidates for Shangfeng Cement, marking the second public nomination of independent directors in A-shares, aimed at enhancing the participation of small and medium investors in corporate governance [1][2]. Group 1 - The nomination of independent directors by the China Securities Investor Services Center broadens the sources of nominations and protects the legal rights of small and medium investors [1][2]. - This initiative follows the State Council's April 2023 issuance of guidelines to improve the independent director nomination system, encouraging investor protection institutions to publicly solicit shareholder rights [1]. - The China Securities Investor Services Center's actions represent a shift from "recommendations by a few" to "participation by market entities" in the nomination process [1]. Group 2 - The public nomination enhances the transparency and fairness of independent director elections, effectively safeguarding the rights of small investors in corporate governance [2]. - Shangfeng Cement has announced a shareholder meeting to review the independent director nomination proposal, urging investors to participate in the public solicitation of voting rights [2]. - Investors can find specific participation methods in the solicitation announcement and can express support by voting in favor if they miss the public solicitation [2].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the "Guidelines for the Work of Audit Committees" to enhance the operational effectiveness of audit committees in listed companies, ensuring compliance with legal and regulatory requirements [1][2]. Group 1: Guidelines Overview - The "Guidelines" consist of four chapters and twenty-eight articles, detailing statutory responsibilities and providing supplementary recommendations to improve operational effectiveness [1]. - The guidelines clarify the establishment and composition of audit committees, including member tenure and qualifications, emphasizing the need for continuous training and capacity building [1][2]. - The guidelines outline the disclosure requirements for annual performance and the types of meetings, including procedures for convening, presiding, and voting, as well as record-keeping requirements [1]. Group 2: Responsibilities and Functions - The guidelines delineate the responsibilities of audit committees, including the review of financial information and internal controls, and provide methods for effective oversight based on best practices [1][2]. - The guidelines aim to align the operations of audit committees with the latest statutory requirements, thereby enhancing the quality and effectiveness of their functions [2]. Group 3: Implementation and Future Steps - The China Securities Association plans to promote understanding of the guidelines through training and outreach, ensuring that audit committee members grasp the key requirements [3]. - The guidelines will serve as a basis for evaluating the performance of independent directors and corporate governance, with measures in place for companies that do not meet legal standards [3].

Core Viewpoint - The successful nomination of independent director Du Jian by the China Securities Investor Services Center marks a significant step in the reform of the independent director system in China, following the first case with First Pharmaceutical in June 2024, indicating a trend towards improved corporate governance in listed companies [1][4]. Group 1: Nomination Process - The nomination of Du Jian was conducted in collaboration with institutional investors, adhering to market-oriented and legal principles, and received support from 8 shareholders, representing approximately 1.2288% of the total voting rights of Shangfeng Cement [2]. - The voting results showed that the shares in favor of the nomination exceeded the required threshold, indicating that the center could potentially nominate candidates independently in the future [2][3]. Group 2: Impact on Corporate Governance - The initiative by the China Securities Investor Services Center to publicly nominate independent directors has garnered widespread attention and is seen as a positive exploration for enhancing internal governance of listed companies [4]. - The involvement of the center allows for a more rigorous selection of independent directors based on their past performance and ability to protect minority shareholders' rights, thereby improving the overall governance of listed companies [4][5]. - The successful implementation of this nomination process is expected to encourage more investors to exercise their shareholder rights, thereby enhancing the supervisory and balancing forces within corporate governance structures [5].

Core Viewpoint - The article highlights the ongoing efforts by the China Securities Regulatory Commission (CSRC) to enhance investor protection through stricter regulations and innovative measures aimed at addressing capital market irregularities and safeguarding investor rights [1][2][3]. Regulatory Actions - In 2024, the CSRC investigated 739 cases of securities and futures violations, resulting in 592 penalties, a 10% increase year-on-year. The number of responsible parties penalized rose by 24% to 1,327, and 118 individuals were banned from the market, up 15% [1]. - The CSRC has implemented measures to address the long-standing issue of major shareholders misappropriating company funds, with companies facing delisting risks if they fail to return misappropriated funds in a timely manner [1][5]. Investor Protection Initiatives - The introduction of the special representative litigation system has been expanded, with successful applications in the Jin Tong Ling and Mei Shang Ecology cases in 2024, aimed at efficiently resolving collective disputes [6]. - The Investor Protection Center (IPC) has publicly nominated independent directors for listed companies, with the first successful case being First Pharmaceutical, where 99.99% of voting shares supported the nomination [3][4]. Legal Developments - The IPC's lawsuit against Tai'an Tui for the recovery of misappropriated funds resulted in a full recovery of 572 million yuan through a judicial mediation process, marking a significant achievement in shareholder litigation [4][5]. - The IPC's efforts led to the successful recovery of 5.34 billion yuan in misappropriated funds from *ST Xintong, which faced delisting risks due to non-compliance with fund recovery mandates [5]. Anti-Fraud Measures - A new anti-fraud mechanism has been established in collaboration with local police to combat investment-related scams, resulting in the prevention of 732 fraud cases and the recovery of 19.265 million yuan [7][8].

近年来，独立董事履职风险持续升级。2024年证监会开出多张 "天价罚单"，全年共有 91名 独董因未 勤勉尽责被追责！在监管高压下，独董违规被罚的案例屡见不鲜。 以天瑞仪器案为例， 公司 独董 张某在知悉 内幕信息 后，通过他人账户买入"天瑞仪器"股票金 额达570多万元，遭安徽证监局 罚款250万 元 ；同时作为天瑞仪器的审计委员会主任，为公司 2021年 财务报告虚减营收6.14亿元、利润252万元 ，被证监会警告并 罚款60万元 。 制度解析： 介绍中外证券市场独立董事制度的诞生、发展演变及其改革 实务分析 ：重点解析中国上市公司独立董事制度的具体规定与实践 案例研究： 基于受到独立董事纪律处分、行政处罚、司法裁判的案例，归纳独立董事履职的关 键点和风险，提升履职能力 主主主主主主主主讲讲讲讲讲讲讲讲嘉嘉嘉嘉嘉嘉嘉嘉宾宾宾宾宾宾宾宾：：：：：：：：刘刘刘刘刘刘刘刘运运运运运运运运宏宏宏宏宏宏宏宏 华东政法大学博士研究生导师 中国上市公司协会并购融资委员会副主任 中国上市公司协会独立董事专业委员会委员 刘运宏，中国人民大学民商法学博士，北京大学应用经济学博士后，上海证券交易所经济法学博士 后，研究员。曾在 ...

Core Viewpoint - The announcement by Shangfeng Cement regarding the public solicitation of voting rights by the China Securities Investor Services Center marks a significant step in enhancing the participation of minority shareholders in corporate governance through the nomination of independent directors [1][2]. Group 1: Independent Director Nomination - The China Securities Investor Services Center has nominated Du Jian as an independent director candidate for Shangfeng Cement, following a successful nomination for another company in June 2024 [1]. - This initiative aims to provide a systematic approach for minority shareholders to participate in corporate governance, addressing the traditional concentration of nomination rights among major shareholders [2][3]. Group 2: Role of the China Securities Investor Services Center - The center acts as a legal investor protection agency, facilitating the delegation of nomination rights to enhance the voice of minority shareholders and improve the independent director selection mechanism [2]. - The center conducts independent due diligence on independent director candidates, ensuring their qualifications and independence, which alleviates concerns regarding the candidates' capabilities [3]. Group 3: Encouragement for Minority Shareholders - The center urges minority shareholders to actively participate in the voting process by delegating their voting rights to ensure the successful election of the nominated independent director [4]. - This model of "institutional professional agency + simplified shareholder authorization" aims to empower minority shareholders and effectively convey their demands through professional channels [4][5]. Group 4: Important Dates and Participation Guidelines - Investors are advised to pay attention to key dates such as the shareholder meeting registration date (May 7, 2025) and the deadline for the solicitation (May 12, 18:00) to ensure their participation [5]. - The center encourages investors to utilize various methods for expressing support for the independent director candidate, including attending the meeting, online voting, or delegating to the center [5].

文/梧桐兄弟 刚刚，证监会发布了 《关于新<公司法>配套制度规则实施相关过渡期安排》 ，对申请首发上市的企业、上市公司、证券基金期货经营机构的内部监督机构调整的 过渡期安排予以公告。其中，关于申请首发上市企业的过渡期安排如下： 1、自2026年1月1日起，申请首发上市的企业仍设有监事会或监事的， 应当制定公司内部监督机构调整计划，确保于上市前根据《公司法》《实施规定》的规定， 在公司章程中规定在董事会中设审计委员会， 行使《公司法》规定的监事会的职权，不设监事会或者监事。 企业上市前完成公司内部监督机构调整的，审计委员会应当承接监事会职权，并按照相关规定对发行上市申请文件进行审核、重新出具书面意见。中介机构应当按 规定对审计委员会成员的任职资格、履职情况等进行核查，并对调整完成情况、调整前后的内控规范性和公司治理结构有效性发表明确意见。申报企业应当在最近 一次更新披露招股说明书时，对"发行人基本情况"等部分的相应内容进行调整。 2、申请首发上市的企业，根据《公司法》《实施规定》的规定在公司章程中规定在董事会中设置审计委员会、不设监事会或监事的，发行上市规则中关于监事 会、监事的规定不再适用。 但是，报告期内曾 ...