The China Securities Regulatory Commission (CSRC) recently drafted the Regulations on the Supervision and Administration of Listed Companies (Draft for Comment) (the "Draft") to solicit public opinions by January 5, 2026.
The Draft mainly involves: (1) improving corporate governance requirements for listed companies, standardizing governance structure and the conduct of the critical minority (e.g., controlling shareholders, actual controllers, directors, and senior managers), enhancing the effectiveness of corporate governance and reinforcing the foundation for the high-quality development of listed companies; (2) tightening regulation of information disclosure; (3) regulating mergers and acquisitions and reorganization activities; (4) strengthening investor protection; and (5) severely combating violations by detailing the measures that the securities regulatory authority under the State Council may take in lawfully performing its duties and establishing specific penalties for misconduct such as misappropriation of assets, illegal guarantees, and collusion in fraudulent activities. Notably, in response to the "financial fraud" in the information disclosure of listed companies, the Draft calls for targeted measures and prevention through multiple dimensions, including improving internal supervision and accountability mechanisms of listed companies, strengthening recovery and compensation mechanisms, and prohibiting third parties from assisting in fraudulent activities.