JC Master Legal News Issue 1158

Finance and Capital Markets

FINANCE &CAPITAL MARKETS

The Shanghai and Shenzhen stock exchanges have revised and issued the “Stock Listing Rules” along with accompanying rule guidelines.

With the approval of the China Securities Regulatory Commission, the Shanghai Stock Exchange and the Shenzhen Stock Exchange have recently revised and issued the Stock Listing Rules for the Main Board (Shanghai and Shenzhen), as well as those for the STAR Market and the ChiNext Board, together with their accompanying rule‑guides, in order to thoroughly implement the new Company Law and align with higher‑level regulations such as the CSRC’s Measures for the Administration of Information Disclosure by Listed Companies.

Among these, the Shanghai Stock Exchange stated that the key revisions to the Rules for Listing Stocks include: first, clarifying the arrangements for assuming the responsibilities of the Audit Committee, covering its scope of authority, operating mechanisms, and standards for performing duties; second, strengthening the duties of directors and senior management and regulating the conduct of controlling shareholders and actual controllers, including refining the substance of directors’ and senior management’s fiduciary and due‑diligence obligations and introducing new provisions on de facto directors; third, enhancing the protection of shareholders’ rights, particularly those of small and medium‑sized shareholders, by safeguarding their right to submit ad hoc proposals, further specifying the requirements for reviewing and disclosing related‑party transactions, and improving the regulations governing shareholders with differential voting rights; and fourth, implementing higher‑level provisions on bankruptcy reorganization and optimizing disclosure requirements for matters such as the progress of reorganization proceedings. 
 

Business and Corporations 
COMMERCIAL & CORPORATE

Three departments have jointly launched an initiative to eliminate and rectify market access barriers.

On April 29, the National Development and Reform Commission, the Ministry of Commerce, and the State Administration for Market Regulation jointly issued the “Notice on Launching an Initiative to Rectify and Eliminate Market Access Barriers and Promote the Development of a Unified National Market,” which was made public on the NDRC website, clearly outlining the relevant work requirements.

The Notice clarifies that the focus of this cleanup and rectification campaign is on all types of regulations—whether enacted through local statutes, rules, administrative normative documents, or other policy instruments—that contravene market access requirements, as well as on any practices by governments at various levels that unlawfully erect barriers to market access. The issues are primarily concentrated in fifteen areas, including imposing entry restrictions on out-of‑region enterprises; violating the requirements of the negative list for market access and the special management measures for foreign investment; and improperly setting entry barriers for foreign‑invested enterprises. The Notice emphasizes that the concentrated cleanup and rectification effort will last six months, after which the verification, remediation, and elimination of market access barriers will be integrated into a regularized mechanism.

The Ministry of Industry and Information Technology has released the Key Work Priorities for Automotive Standardization in 2025.

On April 28, the Ministry of Industry and Information Technology issued the “Key Work Priorities for Automotive Standardization in 2025,” aiming to further improve the standards system, enhance the quality and effectiveness of standards, and strengthen their implementation and application. By leveraging the guiding and safeguarding role of standards, this document seeks to support the transformation, upgrading, and high-quality development of the automotive industry.

The “Key Points” outline the following priorities: adopt a holistic perspective to establish a standards framework comprising four core pillars and eight supporting components; stay at the forefront of technological advances to draw up a blueprint for emerging fields; support transformation by injecting momentum into the upgrading of traditional industries; align domestic and international standards to expand opportunities for global cooperation; and uphold sound principles while fostering innovation to enhance the governance effectiveness of automotive standards. Furthermore, it specifies the need to strengthen the supply of standards for intelligent connected vehicles, accelerate the development and revision of automotive‑chip standards, advance research on automotive electronics standards, and intensify efforts to develop green and low‑carbon standards for the automotive sector.

The Law on Promoting the Private Economy Has Been Enacted, Marking China’s First Fundamental Legislation Focused on the Development of the Private Sector.

On April 30, the Private Economy Promotion Law of the People’s Republic of China was adopted by vote and will come into effect on May 20, 2025.

As China’s first foundational law dedicated to the development of the private sector, the Law on Promoting the Private Economy comprises nine chapters and 78 articles, covering general provisions, fair competition, promotion of investment and financing, scientific and technological innovation, standardized operations, service and support measures, protection of rights and interests, legal liabilities, and supplementary provisions. With respect to safeguarding fair competition and facilitating investment and financing, the law stipulates that the state shall implement a nationally unified negative list system for market access. In sectors not included on the negative list, all types of economic entities, including private-sector organizations, may enter on an equal footing in accordance with the law. The law also supports private-sector enterprises in investing and starting businesses in strategic emerging industries and future-oriented sectors, encourages technological upgrading and transformation of traditional industries, and promotes their participation in the investment and construction of modern infrastructure. 
 

Taxation

TAXATION

The State Taxation Administration has revised the Measures for the Administration of VAT Refunds on International Transport Vessels.

On April 29, the State Taxation Administration issued an announcement on its official website revising the “Administrative Measures for VAT Refunds on International Transport Vessels.” The revised measures will take effect on April 21, 2025.

The Measures clarify matters related to ship‑tax‑rebate filing, declaration, processing, and subsequent administration. Transport enterprises that purchase ships from domestic shipbuilding firms, and which meet the eligibility criteria under the value‑added tax rebate policy for international shipping vessels, may apply for a tax rebate in accordance with these Measures. The Measures stipulate that the amount of VAT refunded under the ship‑tax‑rebate scheme shall be the VAT amount indicated on the special VAT invoice issued upon the transport enterprise’s acquisition of the vessel. Transport enterprises eligible for the ship‑tax‑rebate policy must, at the time of their first ship‑tax‑rebate declaration, submit two types of documents to the competent tax authority for registration: first, a duly completed and accurate “Export Tax Refund (Exemption) Registration Form” together with its electronic data; second, a copy of documentation proving that the transport enterprise engages in international shipping or shipping services to Hong Kong, Macao, and Taiwan. 
 

Litigation and Arbitration

LITIGATION & ARBITRATION

The Supreme People’s Court has issued guidelines to provide judicial services and safeguards for the development of the New Western Land-Sea Corridor.

On the afternoon of April 28, the Supreme People’s Court issued the “Opinions of the Supreme People’s Court on Providing Judicial Services and Guarantees for the Construction of the New Western Land-Sea Corridor.”

The “Opinions” adhere to both goal‑oriented and value‑driven principles, focusing on the most salient issues in channel development and regional judicial cooperation mechanisms, and put forward ten measures across four key areas. First, it calls for a stronger sense of responsibility and mission in providing judicial services and safeguards for the construction of the New Western Land–Sea Corridor. Second, it emphasizes fully leveraging the role of judicial mechanisms in fostering both the “hard connectivity” of infrastructure and the “soft connectivity” of rules and systems. Third, it seeks to continuously refine the institutional frameworks that support the integration of judicial services with the economic development of the New Western Land–Sea Corridor and its surrounding regions. Fourth, it aims to build synergies and concerted efforts to ensure effective service and support for the construction and operation of the New Western Land–Sea Corridor.