The capital market plays a role in financial operations, and listed companies are the cornerstone of the capital market. Improving the quality of listed companies is an intrinsic requirement for promoting the healthy development of the capital market and an important part of accelerating the improvement of the socialist market economic system in the new era. Since the issuance of the Notice of the State Council Approving and Transmitting the Opinions of the China Securities Regulatory Commission on Improving the Quality of Listed Companies (Guo Fa [2005] No. 34), the number of listed companies in China has increased significantly, the quality has continued to improve, and its role in promoting the development of the national economy has become increasingly prominent. However, it should also be noted that problems such as non-standard operation and governance of listed companies and low quality of development are still prominent, and there is still a gap between them and the requirements of building a modern economic system and promoting high-quality economic development. At the same time, in the face of the impact of the new crown pneumonia epidemic, the production and operation and high-quality development of listed companies are facing new tests. In order to further improve the quality of listed companies, the following opinions are hereby put forward.

1. General requirements

Guided by Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era, fully implement the spirit of the 19th CPC National Congress and the 2nd, 3rd and 4th Plenary Sessions of the 19th CPC Central Committee, conscientiously implement the decision-making and deployment of the Party Central Committee and the State Council, implement the new development concept, adhere to the direction of marketization and rule of law, strengthen the construction of the basic system of the capital market in accordance with the requirements of deepening the structural reform of the financial supply side, and vigorously improve the quality of listed companies. Adhere to the equal emphasis on stock and increment, and combine treatment of symptoms and root causes, give full play to the joint efforts of all parties, strengthen continuous supervision, optimize the structure and development environment of listed companies, significantly improve the standardization of the operation of listed companies, continuously improve the quality of information disclosure, effectively solve outstanding problems, and significantly improve sustainable development capabilities and overall quality, providing strong support for building a standardized, transparent, open, dynamic and resilient capital market and promoting high-quality economic development.

2. Improve the governance level of listed companies

(1) Standardize corporate governance and internal control. Improve the rules of the corporate governance system, and clarify the boundaries of duties and legal responsibilities of controlling shareholders, actual controllers, directors, supervisors and senior management. Controlling shareholders and actual controllers should perform their duty of good faith, safeguard the independence of listed companies, and truly protect the legitimate rights and interests of listed companies and investors. The general meeting of shareholders, the board of directors, the board of supervisors and the management level shall operate in accordance with laws and regulations, and the directors, supervisors and senior management shall faithfully and diligently perform their duties, and give full play to the role of independent directors and the board of supervisors. Establish a good communication mechanism between the board of directors and investors, and improve the channels and methods for institutional investors to participate in corporate governance. Scientifically define the rights and responsibilities of the parties involved in the governance of state-controlled listed companies, and improve the governance mechanism of state-controlled listed companies with Chinese characteristics. Strictly implement the internal control system of listed companies, accelerate the implementation of internal control normative system, and improve the effectiveness of internal control. Strengthen the bottom-line requirements for the governance of listed companies, advocate best practices, strengthen the disclosure of governance status information, and promote the scientificity of decision-making management. Carry out special actions on corporate governance, and effectively improve the level of corporate governance through company self-inspection, on-site inspection, and supervision and rectification. (CSRC, State-owned Assets Supervision and Administration Commission of the State Council, Ministry of Finance, China Banking and Insurance Regulatory Commission and other units are responsible)

(2) Improve the quality of information disclosure. With the goal of improving transparency, optimize the rule system, and urge listed companies, shareholders and relevant information disclosure obligors to disclose information truthfully, accurately, completely, in a timely manner and fairly. Guided by the needs of investors, improve the information disclosure standards by industry, optimize the disclosure content, and enhance the pertinence and effectiveness of information disclosure. Strictly implement enterprise accounting standards, optimize information disclosure and reporting rules, and improve the quality of financial information. Listed companies and other parties bound by disclosure obligations should fully disclose the information necessary for investors to make value judgments and investment decisions, and make it concise, clear and easy to understand. Relevant departments and institutions shall, in accordance with capital market rules, support and cooperate with listed companies in performing information disclosure obligations in accordance with laws and regulations. (CSRC, State-owned Assets Supervision and Administration Commission of the State Council, Ministry of Industry and Information Technology, Ministry of Finance and other units are responsible)

Third, promote listed companies to become better and stronger

(3) Support the listing of high-quality enterprises. Fully implement and implement the securities issuance registration system step by step. Optimize issuance and listing standards and enhance inclusiveness. Strengthen the cultivation and guidance of enterprises to be listed, and improve the standardization level of enterprises to be listed. Encourage and support the listing of pilot enterprises of mixed ownership reform. Give play to the positive role of equity investment institutions in promoting corporate optimization governance, innovation and entrepreneurship, and industrial upgrading. Vigorously develop venture capital, cultivate technology-based and innovative enterprises, and support the development and growth of enterprises such as single champions in manufacturing and "little giants" who specialize in special innovations. Give play to the positive role of the national small and medium-sized enterprise share transfer system, regional equity market and property rights trading market in cultivating the listing of enterprises. (The China Securities Regulatory Commission, the State-owned Assets Supervision and Administration Commission of the State Council, the National Development and Reform Commission, the Ministry of Finance, the Ministry of Industry and Information Technology and other units and provincial-level people's governments are responsible)

(4) Promote market-oriented mergers and acquisitions. Give full play to the role of the capital market as the main channel for mergers and acquisitions and reorganization, and encourage listed companies to revitalize stock, improve quality and efficiency, and transform and develop. Improve the asset restructuring, acquisition, spin-off and listing systems of listed companies, enrich payment and financing tools, and stimulate market vitality. Give play to the role of securities market prices, valuations, and asset appraisal results in the pricing of state-owned asset transactions, and support state-owned enterprises in carrying out mixed ownership reform by relying on the capital market. Support domestic listed companies to issue shares to purchase overseas high-quality assets, allow more qualified foreign investors to make strategic investments in domestic listed companies, and enhance the international competitiveness of listed companies. Study and broaden the channels for social capital and other parties to participate in the mergers and acquisitions and restructuring of listed companies. (The China Securities Regulatory Commission, the Ministry of Industry and Information Technology, the State-owned Assets Supervision and Administration Commission of the State Council, the National Development and Reform Commission, the Ministry of Finance, the People's Bank of China, the Ministry of Commerce, the State Administration for Market Regulation, the State Administration of Foreign Exchange and other units and provincial-level people's governments are responsible)

(5) Improve the financing system for listed companies. Strengthen the coordination and balance between the financing and investment ends of the capital market, and guide listed companies to optimize financing arrangements taking into account development needs and market conditions. Improve the conditions for refinancing and issuance of listed companies, and study and introduce more convenient financing methods. Support listed companies to carry out long-term debt financing through bond issuance. Steadily develop preferred stocks, stock-bond combination products. Vigorously develop equity funds. Enrich risk management tools. Explore the establishment of a long-term assessment mechanism for institutional investors to attract more medium and long-term funds into the market. (CSRC, Ministry of Finance, People's Bank of China, National Development and Reform Commission, China Banking and Insurance Regulatory Commission and other units are responsible)

(6) Complete incentive and restraint mechanisms. Improve the equity incentive and employee shareholding system of listed companies, and make more flexible arrangements in terms of targets, methods, and pricing. Optimize the policy environment, support all types of listed companies to establish and improve long-term incentive mechanisms, strengthen the sharing of benefits between workers and owners, better attract and retain talents, and fully mobilize the enthusiasm of employees of listed companies. (CSRC, State-owned Assets Supervision and Administration Commission of the State Council, Ministry of Finance and other units are responsible)

4. Complete exit mechanisms for listed companies

(7) Strict delisting supervision. Improve delisting standards, simplify delisting procedures, and increase delisting supervision. Strictly crack down on malicious circumvention of delisting through financial fraud, profit transmission, market manipulation, etc., and promptly clear out companies that lack the ability to continue operations and seriously violate laws and regulations to disrupt market order. Increase the intensity of accountability for entities that violate laws and regulations. Support investors in protecting their rights in accordance with the law and protect the legitimate rights and interests of investors. (The China Securities Regulatory Commission, the Supreme People's Court, the Ministry of Public Security, the State-owned Assets Supervision and Administration Commission of the State Council and other units and provincial-level people's governments are responsible)

(8) Broaden diversified exit channels. Improve systems such as mergers and acquisitions and bankruptcy reorganization, optimize processes, improve efficiency, and smooth diversified exit channels for listed companies such as active delisting, mergers and acquisitions, and bankruptcy reorganization. Relevant regions and departments should implement comprehensive policies to support listed companies in clearing up risks through mergers and acquisitions, reorganization, bankruptcy reorganization, etc. (The CSRC, the Supreme People's Court, the Ministry of Justice, the State-owned Assets Supervision and Administration Commission of the State Council and other units and provincial-level people's governments are responsible)

5. Solve outstanding problems of listed companies

(9) Actively and steadily resolve the risk of pledging stocks of listed companies. Persist in controlling increments and resolving stocks, establish a multi-department joint participation mechanism for stock pledge risk disposal of listed companies, strengthen consistent supervision inside and outside the market, and strengthen pledge information sharing. Strengthen the risk restraint mechanism for financial institutions, major shareholders of listed companies and actual controllers. Strictly implement a hierarchical and differentiated stock pledge information disclosure system. Strictly control the pledge of restricted shares. Support banks, securities, insurance, private equity funds and other institutions to participate in the resolution of stock pledge risks of listed companies. (The China Securities Regulatory Commission, the Supreme People's Court, the People's Bank of China, the Banking and Insurance Regulatory Commission, the State-owned Assets Supervision and Administration Commission of the State Council and other units and provincial-level people's governments are responsible)

(10) Seriously handle the occupation of funds and illegal guarantees. Controlling shareholders, actual controllers and relevant parties shall not encroach on the interests of listed companies in any way. Adhere to supervision and categorical disposal in accordance with the law, and liquidate or resolve the problems of capital occupation and illegal guarantees that have been formed within a time limit; Problems of capital occupation and illegal guarantees that have not been rectified within the time limit or that occur in violation of the time limit should be strictly investigated and dealt with, and those that constitute a crime should be investigated for criminal responsibility in accordance with law. It is determined that a listed company shall not bear guarantee liability for a breach of guarantee contract in accordance with laws and regulations. Where a listed company carries out bankruptcy reorganization, it shall put forward a practical and feasible plan to solve the problems of capital occupation and illegal guarantees. (The CSRC, the Supreme People's Court, the Ministry of Public Security and other units and the provincial-level people's governments are responsible)

(11) Strengthen policy support for responding to major emergencies. Where major emergencies such as natural disasters and public health occur, which seriously affect the normal production and operation of listed companies, the securities regulatory authorities shall make flexible arrangements under the premise of compliance with laws and regulations; Relevant departments should rely on coordination mechanisms such as macro policies and financial stability, strengthen coordination and linkage, and implement industrial, financial, fiscal and taxation policies; Governments at all levels should take timely measures to maintain channels for labor employment, means of production, supply of public utilities and logistics and transportation, and support listed companies in resuming normal production and operation as soon as possible. (The National Development and Reform Commission, the Ministry of Finance, the Ministry of Industry and Information Technology, the Ministry of Commerce, the State Administration of Taxation, the People's Bank of China, the Banking and Insurance Regulatory Commission, the China Securities Regulatory Commission and other units and provincial-level people's governments are responsible)

6. Increase the cost of violations of laws and regulations by listed companies and related entities

(12) Increase the intensity of law enforcement. Strictly implement the Securities Law and other laws and regulations, and increase the punishment for fraudulent issuance, illegal information disclosure, market manipulation, insider trading and other violations of laws and regulations. Strengthen coordination between administrative and judicial organs, bringing about the rapid transfer and handling of criminal-related cases, and strictly investigating and handling illegal and criminal acts. Improve the rules for identifying violations of laws and regulations, and pay attention to distinguishing between the liability of listed companies, shareholders' liability and personal liability of directors, supervisors, senior management and other personal responsibilities when handling cases of violations of laws and regulations by listed companies; Where intermediary institutions and practitioners such as securities companies and securities service institutions involved in the case are investigated and dealt with together, and where the circumstances are serious or of a bad nature, measures such as suspending, revoking, or revoking business or practicing qualifications are to be taken in accordance with law. (The CSRC, the Ministry of Public Security, the Supreme People's Court, the Ministry of Finance, the Ministry of Justice and other units and provincial-level people's governments are responsible)

(13) Promote an increase in the supply of the legal system. Promote the revision of relevant laws and regulations, increase the administrative and criminal legal liability for violations of laws and regulations such as financial fraud and capital appropriation, improve the securities civil litigation and compensation system, and significantly increase the cost of violations of laws and regulations by relevant responsible entities. Support investor protection institutions to participate in litigation as representatives in accordance with the law. Promote the model judgment mechanism for securities and futures disputes. (CSRC, Supreme People's Court, Ministry of Justice, Ministry of Public Security, Ministry of Finance and other units are responsible)

7. Form a joint force to improve the quality of listed companies

(14) Continue to improve regulatory efficiency. Adhere to the direction of serving the real economy and protecting the legitimate rights and interests of investors, and take improving the quality of listed companies as an important goal of the supervision of listed companies. Strengthen prudential supervision throughout the process, promote scientific, categorical, professional and continuous supervision, and improve the effectiveness of supervision of listed companies. Give full play to the front-line supervision and self-discipline management duties of stock exchanges and the self-discipline management role of listed company associations. (SFC responsible)

(15) Strengthen the entity responsibility of listed companies. Listed companies should be honest and trustworthy, standardize operations, focus on the main business, operate steadily, and continuously improve their operating level and development quality. The controlling shareholders, actual controllers, directors, supervisors and senior management of a listed company shall fulfill their respective responsibilities and treat all shareholders fairly. Listed companies shall protect their rights in accordance with law for acts that harm the interests of listed companies. Encourage listed companies to return investors through cash dividends, share repurchases, etc., and earnestly fulfill their social responsibilities. (CSRC, State-owned Assets Supervision and Administration Commission of the State Council, Ministry of Finance, All-China Federation of Industry and Commerce and other units are responsible)

(16) Urge intermediaries to be responsible. Improve the practice rules system of intermediaries, clarify the boundaries of responsibilities between listed companies and various types of intermediaries, and consolidate the responsibilities of intermediaries. Relevant intermediaries should strictly perform statutory duties such as verification and professional checks, and provide high-quality services for listed companies. Relevant departments and institutions should cooperate with intermediaries in performing their duties in accordance with laws and regulations, and provide relevant information in a timely, accurate, and complete manner. (The China Securities Regulatory Commission, the Ministry of Finance, the Ministry of Justice, the China Banking and Insurance Regulatory Commission and other units and the provincial people's governments are responsible)

(17) Cohesion of all parties. Improve the comprehensive supervision system for listed companies, advance the construction of big data platforms for the supervision of listed companies, and establish and complete information sharing mechanisms for units such as finance, taxation, customs, finance, market supervision, industry supervision, local governments, and judicial organs. Increase institutional supply, optimize the policy environment, strengthen regulatory and law enforcement coordination, and coordinate the handling of listed company risks. Give full play to the role of the news media in guiding and supervising public opinion, and jointly create a good environment that supports the high-quality development of listed companies. (All relevant units and provincial-level people's governments are responsible)

State council