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| Opinions of the China Securities Regulatory Commission on Strengthening the Regulation of Listed Companies (for Trial Implementation) | | 中国证券监督管理委员会印发关于加强上市公司监管的意见（试行） |
| All local offices of the China Securities Regulatory Commission (“CSRC”), all exchanges, all subordinate entities, all associations, and all departments and bureaus of the CSRC: | | 中国证监会各派出机构，各交易所，各下属单位，各协会，会内各司局： |
| Listed companies are the foundation of the national economy and an important micro foundation for high-quality economic development. Since the issuance of the Opinions on Further Improving the Quality of Listed Companies (No. 14 [2020], State Council) by the State Council in October 2020, listed companies have continuously optimized their structures, continuously enhanced their innovation capabilities, steadily enhanced their profitability, and significantly improved their overall performance. However, illegal acts such as financial fraud committed by listed companies and encroachment on interests of listed companies by majority shareholders still occur from time to time, and illegal reduction of shareholdings seriously affects the confidence of investors, and dividends are not distributed in a stable, timely, and predictable manner. Listed companies do not pay enough attention to their investment value, and the quality of listed companies fails to satisfy the requirements for high-quality economic and social development and meet the expectations of investors. These Opinions are developed for the purpose of further improving the quality and enhancing the investment value of listed companies. | | 上市公司是国民经济的基本盘，是经济高质量发展的重要微观基础。2020年10月国务院印发《关于进一步提高上市公司质量的意见》（国发〔2020〕14号）以来，上市公司结构持续优化，创新能力不断增强，回报能力稳步提升，总体面貌明显改善。但上市公司财务造假、大股东违规侵占上市公司利益等违法行为仍时有发生，违规减持严重影响投资者信心，分红的稳定性、及时性和可预期性相对不足，上市公司对自身投资价值的重视程度不够，上市公司质量与经济社会高质量发展的要求和投资者的期待相比仍有差距。为进一步提升上市公司质量和投资价值，制定本意见。 |
| I. General requirements | | 一、总体要求 |
| Guided by Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, the guiding principles of the 20th National Congress of the Communist Party of China and the Central Financial Work Conference shall be thoroughly implemented, the goal of significantly improving the quality of listed companies shall be closely centered on, strengthening regulation, preventing risks, and promoting high-quality development shall be adhered to, the high-quality development and increase in the investment value of listed companies shall be promoted through stricter regulation, and new contributions shall be made to accelerating the construction of a capital market with Chinese characteristics and a financial power, and serving high-quality economic and social development. | | 以习近平新时代中国特色社会主义思想为指导，深入贯彻党的二十大和中央金融工作会议精神，紧紧围绕大力提高上市公司质量目标，坚持强监管、防风险、促高质量发展，以更严的监管推动上市公司高质量发展和投资价值提升，为加快建设中国特色资本市场和金融强国，服务经济社会高质量发展作出新的贡献。 |
| ——Adhering to giving greater priority to investors' interests. Investors' concerns shall be addressed in a timely manner and investors' sense of gain shall be enhanced throughout the entire process of developing regulatory rules, taking regulatory actions, and cultivating the market culture. | | ——坚持将投资者利益放在更加突出位置。及时回应投资者关切，增强投资者获得感，并贯穿于监管规则制定、监管行动执行和市场文化培育的全过程。 |
| ——Adhering to being based on national and market conditions. The general rules of the capital market shall be followed, efforts shall be grounded on China's actual conditions, the governance characteristics of listed companies shall be accurately grasped, listed companies and their controlling shareholders, actual controllers, directors, and officers shall be urged to effectively fulfill their responsibilities, and the regulatory system for listed companies shall be improved. | | ——坚持立足国情市情。遵循资本市场一般规律，立足我国实际，准确把握上市公司治理特征，压实上市公司和控股股东、实际控制人、董事、高管责任，健全上市公司监管制度体系。 |
| ——Adhering to comprehensive and strict regulation. The primary regulatory responsibilities and duties shall be performed, strict regulation shall be ensured, the regulatory effectiveness shall be effectively enhanced, financial fraud, encroachment on the interests of listed companies, illegal reduction of shareholdings, “false market value management,” and other illegal and criminal activities shall be severely cracked down on, and risks shall be identified, warned of, exposed, and disposed of as early as possible. | | ——坚持全面从严监管。履行监管主责主业，确保“长牙带刺”、有棱有角，切实提高监管有效性，严厉打击财务造假、侵占上市公司利益、违规减持、“伪市值管理”等违法犯罪，对风险早识别、早预警、早暴露、早处置。 |
| ——Adhering to systems thinking. Emphasis shall be placed on the comprehensive implementation of policies, equal attention shall be paid to temporary and permanent solutions, and the driving forces of both information disclosure and corporate governance shall be adhered to. Equal importance shall be attached to respecting the principle of corporate autonomy and strengthening regulatory constraints, the protection of the rights of majority shareholders and the interests of minority investors shall be considered, and efforts shall be made to cultivate a sound market environment by taking various measures to improve rules, strengthen regulation, and promote the development. | | ——坚持系统观念。注重综合施策、标本兼治，坚持信息披露、公司治理“双轮驱动”。尊重公司自治原则和强化监管约束并重，兼顾大股东权利和中小投资者利益保护，坚持健全规则、强化监管、促进发展多措并举，努力培育市场良好生态。 |
| II. Strengthening the regulation of information disclosure and severely punishing performance fraud | | 二、加强信息披露监管，严惩业绩造假 |
| (1) Establishing a comprehensive system for punishing and preventing financial fraud. The development of laws for the regulation of listed companies shall be strengthened, and the issuance of regulations on the supervision and administration of listed companies shall be promoted, to strengthen the supervision and administration of corporate governance, and seriously punish majority shareholders who encroach on the interests of listed companies and third parties who collude in committing fraud. A work plan for the comprehensive punishment and prevention of financial fraud in the capital market shall be made, the regulation and law enforcement system and mechanism shall be optimized, inter-departmental coordination and the coordination between the Central Government and local authorities shall be strengthened, and normalized and long-term prevention and control shall be strengthened, so as to form a regulatory cooperation pattern featuring joint efforts and organic connection. | | （一）构建财务造假综合惩防体系。加强上市公司监管法制供给，推动出台上市公司监督管理条例，强化对公司治理的监督管理，严肃惩处大股东侵占上市公司利益、第三方配合造假行为。制定资本市场财务造假综合惩防工作方案，优化监管执法体制机制，增强部际协调和央地协同，加强常态化长效化防治，形成齐抓共治、有机衔接的监管协作格局。 |
| (2) Improving the capacity and level of look-through regulation. The mechanism for discovering and handling clues on a regular basis shall be improved, the regulation of the annual reports and on-site inspections of listed companies shall be strengthened, and high-risk and suspicious companies shall be subject to cyclic screening. The construction of digital regulatory platforms shall be strengthened, the collection and integration of information on the parties having important transactions with and affiliates of listed companies shall be strengthened, risk warning levels shall be enhanced, and risk discovery capabilities shall be enhanced. Data sharing with various departments and local governments shall be strengthened. | | （二）提高穿透式监管能力和水平。健全常态化线索发现处理机制，加强上市公司年报监管和现场检查，对高风险可疑类公司循环筛查。加强数字监管平台建设，强化对上市公司重要往来主体、关联方等信息的收集串并，提高风险预警水平，提升发现能力。加强与各部门、地方政府数据共享。 |
| (3) Seriously rectifying the fields where fraud frequently occurs. Long-term systematic fraud and fraud with the collusion of third parties shall be severely cracked down on, and the “ecosystem” for fraud shall be resolutely eliminated. The fraudulent issuance of stocks and bonds shall be severely punished. More efforts shall be made to crack down on financial fraud. Listed companies that commit financial fraud through supply chain finance, commercial factoring and negotiable instrument transactions, financing trade, false trade, and other methods shall be punished in accordance with the law. | | （三）严肃整治造假多发领域。严厉打击长期系统性造假和第三方配合造假，坚决破除造假“生态圈”。严肃惩治欺诈发行股票债券行为。加大对财务“洗澡”的打击力度。依法惩治上市公司通过供应链金融、商业保理和票据交易、融资性贸易、“空转”“走单”等实施财务造假。 |
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