China's First Unified Regulation for Listed Companies
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China has released a draft of its first dedicated administrative regulation governing the supervision of listed companies—a structural shift that foreign investors, banks, legal advisors and multinationals should pay close attention to.
The Regulation on the Supervision and Administration of Listed Companies consolidates and elevates various long-standing rules previously scattered across CSRC notices and stock-exchange guidance. By placing these obligations into a 74-article administrative regulation, China is redefining the legal status of key corporate-governance and disclosure requirements.
For international market participants, three aspects deserve particular attention: regulatory hierarchy, governance accountability, and information-risk management.
Until now, most compliance expectations for Chinese listed companies came from departmental rules and exchange guidelines. The draft regulation elevates them into an administrative regulation situated:
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below the Company Law and Securities Law
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above CSRC departmental rules and stock-exchange regulations
For foreign banks, asset managers, auditors and legal firms, this shift has immediate implications:
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Higher legal certainty when evaluating disclosure obligations
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Clearer enforcement authority for exchanges and regulators
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More predictable compliance risk in cross-border transactions
For those conducting due diligence on A-share issuers or subsidiaries in China, this reduces ambiguity in areas such as related-party transactions, board duties, and disclosure liabilities.
TWO
A core part of the draft is a dedicated governance chapter—something China previously lacked at the administrative-regulation level.
Key elements include:
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explicit prohibitions on improper fund occupation and control abuse by controlling shareholders
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strengthened fiduciary duties and accountability for directors and senior executives
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enhanced safeguards for independent directors and board secretaries
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clearer requirements for internal controls and board decision-making
For international investors—particularly those concerned about tunneling, insider influence, or weak board oversight—these provisions address structural governance problems that have historically inflated China's equity-risk premium.
THREE
Financial reporting quality remains a top concern for foreign institutions. The draft responds with multi-layered measures:
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enhanced internal supervisory mechanisms
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explicit bans on third-party involvement in financial fabrication
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stronger responsibility-tracing systems
This matters directly for:
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rating agencies analyzing creditworthiness
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audit firms signing off on issuers' reports
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global asset managers incorporating China into risk-parity or fundamental-equity models
The clearer rules make it easier to evaluate whether disclosure failures stem from procedural weaknesses—or from deliberate misconduct.
FOUR
The regulation also refines rules on:
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acquisition qualifications
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procedures for major asset restructurings
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independence and responsibilities of financial advisers
For global dealmakers—private equity funds, sovereign investors, cross-border M&A teams—this reduces execution uncertainty in transactions involving Chinese listed targets. It also sets sharper expectations for advisers, which may reduce the inconsistent standards observed in past deals.
FIVE
The draft includes several provisions aligned with international practice:
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explicit rules on cash dividends and share buybacks
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requirements for transparent market-value management
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investor-protection arrangements in voluntary delisting
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prohibitions on interfering with exchange delisting decisions
This matters for foreign institutions tracking A-share indices or holding long-term positions: clearer delisting outcomes reduce the risk of prolonged suspensions or inaccessible holdings.







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