The China Securities Regulatory Commission (CSRC) issued a package of amendments and repeals to implement the new Company Law and related State Council provisions on the registered-capital registration management system, updating its securities and futures framework by revising or withdrawing 88 rules and normative documents with effect upon issuance. It also published revised guidance on listed companies’ articles of association and updated rules for listed companies’ shareholder meetings, also effective upon issuance. The changes remove provisions on boards of supervisors and supervisors for listed companies and clarify that non-listed public companies, fund management companies and other relevant entities may, in accordance with law, choose either an audit committee or a board of supervisors as the internal oversight body. Corporate governance provisions were adjusted in rules including the Code of Corporate Governance for Listed Companies and the Measures for the Administration of Equity Incentives of Listed Companies, and rules including the Measures for the Administration of Takeovers of Listed Companies were updated for changes relating to independent directors as well as revised drafting and article references under the new Company Law. CSRC repealed Regulatory Guidance No. 1 on requirements where a listed company has unrecouped losses after a major asset restructuring and a notice on further implementing cash dividend matters for listed companies; Regulatory Guidance No. 9 on planning and implementing major asset restructurings was excluded from the package because it is expected to be amended in coordination with related rules. CSRC noted that transitional arrangements for internal oversight-body adjustments had been issued previously, and relevant entities may complete the necessary governance changes by 1 January 2026.
China Securities Regulatory Commission 2025-03-28
China Securities Regulatory Commission amends and repeals 88 securities and futures documents to align with the new Company Law
The China Securities Regulatory Commission (CSRC) revised its securities and futures framework by amending or repealing 88 rules to align with the new Company Law and State Council provisions. Key changes include removing provisions on boards of supervisors for listed companies and updating corporate governance rules on equity incentives and takeovers. The CSRC also repealed certain regulatory guidance and clarified options for internal oversight bodies for non-listed public companies and fund management companies.