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时报观察|上市公司监管法治化迈入新阶段
Zheng Quan Shi Bao· 2025-12-08 01:08
Core Viewpoint - The introduction of the first dedicated administrative regulations for listed company supervision in China aims to enhance regulatory effectiveness and investor protection, promoting healthy operations and governance of listed companies [1]. Group 1: Regulatory Framework - The China Securities Regulatory Commission (CSRC) has released a draft for public consultation on the "Regulations on the Supervision and Administration of Listed Companies," which includes a dedicated chapter on corporate governance and investor protection [1]. - The new regulations will bridge existing laws such as the Securities Law and Company Law, establishing a comprehensive regulatory framework for listed companies and related parties [1]. Group 2: Risk Prevention and High-Quality Development - The regulations focus on risk prevention, strong supervision, and promoting high-quality development, particularly in the context of mergers and acquisitions (M&A) [2]. - By regulating acquirer qualifications and behaviors, the regulations aim to enhance the quality and effectiveness of M&A activities, supporting industry integration and upgrading [2]. - The regulations impose strict obligations on key executives and independent directors, ensuring accountability and proper exercise of shareholder rights [2]. Group 3: Investor Protection - A significant highlight of the regulations is the emphasis on investor protection, requiring listed companies to enhance cash dividend and share buyback mechanisms to improve investor returns [3]. - The regulations also aim to prevent companies from evading delisting and harming investor interests during restructuring, mandating cash options or other protective measures for dissenting shareholders [3].
上市公司监督管理条例征求意见稿发布 投资者保护再加码
Yang Shi Xin Wen· 2025-12-06 01:21
Core Points - The China Securities Regulatory Commission (CSRC) has released the "Regulations on the Supervision and Administration of Listed Companies (Draft for Public Comment)", marking the first specialized administrative regulation for listed company supervision in China [1][3] - The regulation consists of eight chapters and seventy-four articles, focusing on improving corporate governance, regulating the behavior of key stakeholders, enhancing information disclosure supervision, and strengthening investor protection [1][3] Group 1: Corporate Governance - The draft emphasizes the regulation and constraints on key stakeholders such as controlling shareholders, actual controllers, directors, and senior management [3][5] - It mandates that the board of directors must establish an audit committee, with a majority of independent directors and the chairperson being a professional accountant [3][7] - The audit committee will take on the responsibilities of the supervisory board, overseeing financial disclosures, internal and external audits, and internal controls [3][5] Group 2: Financial Fraud Prevention - The draft establishes a comprehensive mechanism for preventing financial fraud, including source prevention, process monitoring, and post-event accountability [8] - It prohibits listed companies from fabricating transactions or misusing accounting policies to create false financial reports, requiring that financial reports be approved by the audit committee before submission to the board [8][10] - Penalties for third parties involved in assisting the fabrication of false financial reports range from 1 million to 10 million yuan [8][10] Group 3: Investor Protection - The draft enhances investor protection mechanisms during the delisting process, requiring companies to provide cash options or other legal measures for dissenting shareholders [10] - It mandates that the board and senior management communicate with investors through performance briefings and consider investor interests in major decisions [10]