Decree of China Securities Regulatory Commission
No. 40 The Measures for Administrating the Information Disclosure of Listed Companies have been adopted upon deliberation at the executive January 30, 2007 Measures for Administrating the Information Disclosure of Listed Companies Article 1 In accordance with the Company Law, the Securities Law and other laws and administrative regulations, the present Measures are constituted Article 2 An information disclosure obligor shall disclose its information in a truthful, precise, complete and timely manner without any false Information shall be disclosed by information disclosure obligors to all investors openly and simultaneously. As regards listed companies that issue securities and the derivatives thereof in the domestic and overseas markets, when they disclose Article 3 The issuer, and the directors, supervisors and senior managers of a listed company shall perform their duties in an faithful and Article 4 No insider may, prior to the disclosure of any inside information, publicize or divulge such information or conduct insider trading Article 5 The information disclosure documents primarily contain the stock prospectuses, bond prospectuses, listing announcements, periodic Article 6 For disclosing any information in accordance with law, a listed company or any other information disclosure obligor shall report Any information may not be disclosed published on the company’s website or on any other medium by any information disclosure obligor Article 7 An information disclosure obligor shall report the draft announcements and other reference documents to the securities regulatory Article 8 An information disclosure document shall be in Chinese. Where it is accompanied by a text in a foreign language concurrently, the Article 9 CSRC shall make supervisions over the information disclosure documents and announcements thereof, management of the information disclosure, A stock exchange shall supervise the information disclosure made by listed companies and other information disclosure obligors and Article 10 Special provisions on the disclosure of information may be constituted by CSRC for listed companies in such special sectors as finance, Chapter II Stock Prospectus and Bond Prospectus and Listing Announcements Article 11 The stock prospectus constituted by the issuer shall comply with the related provisions of the CSRC. Any information, which may grossly After an application for public offering of securities has been approved by CSRC, the issuer shall, prior to the offering of securities, Article 12 The directors, supervisors and senior managers of an issuer shall confirm the stock prospectus in written form so as to guarantee The stock prospectus shall be sealed by the issuer. Article 13 In case an issuer applies for the initial public offering of stocks, the issuer shall disclose the draft prospectus on the website The draft prospectus disclosed in advance is not the issuer’s formal document for offering stocks, therefore it may not indicate any Article 14 In case any major issue happens during the period after a stock offering application has been examined and approved by the CSRC and Article 15 For applying for the listing of any stocks, the applicant shall constitute a listing announcement as required by the stock exchange The directors, supervisors and senior managers of the issuer shall confirm the listing announcement in written form so as to guarantee The listing announcement shall be sealed by the issuer. Article 16 In case the stock prospectus or listing announcement cites any professional opinion or report put forward by the sponsor or securities Article 17 The related provisions on the stock prospectus of Articles 11 through 16 of the present Measures shall apply to the corporate bond Article 18 After issuing any new stocks in a non-public manner, a listed company shall disclose its report on the offering according to law. Chapter III Periodic Reports Article 19 The periodic reports that shall be disclosed by a listed company include the annual, interim and quarterly reports. Any information The financial accounting statements contained in the annual report shall have been audited by an accounting firm qualified for related Article 20 An annual report shall be prepared and disclosed within 4 months as of the date of end of each fiscal year, as regards an interim The quarterly report of the first quarter may not be disclosed earlier than the annual report of the previous one year. Article 21 An annual report shall include the following: (1) the company’s basic information: (2) the main accounting data and financial indicators; (3) the information about issuing and changing corporate stocks and bonds, the total amount of stocks and bonds by the end of the reporting (4) the situation about the shareholders holding 5% or more of the shares, the controlling shareholders and the actual controllers; (5) the situation about the appointment of directors, supervisors and senior managers, alterations of the shares they hold, as well as (6) the report of the board of directors; (7) the discussions and analyses of the management group; (8) the major events happening during the reporting period and their affections on the company; (9) the full texts of the financial accounting statements and audit report; and (10) other issues as provided for by CSRC. Article 22 An interim report shall include the following: (1) the company’s basic information; (2) the main accounting data and financial indicators; (3) the situation on issuing and changing corporate stocks and bonds, the total number of shareholders, as well as the 10 biggest shareholders’ (4) the discussions and analyses of the management group; (5) the major issues happening during the reporting period, such as fatal lawsuits and arbitrations, as well as their affection on the (6) the financial accounting statements; and (7) other issues as provided by CSRC. Article 23 A quarterly report shall include the following: (1) the company’s basic information: (2) the main accounting data and financial indicators; and (3) other issues as provided by CSRC. Article 24 The directors and senior managers of a listed company shall confirm the periodic reports in written form. The board of supervisors In case any director, supervisor or senior manager is unable to ensure or challenge the genuineness, accuracy or completeness of any Article 25 In case a listed company predicts any loss or big alteration to its business performances, it shall make a timely announcement in Article 26 The listed company shall timely disclose the financial data concerned of the current reporting period, in case the performances are Article 27 The board of directors of the listed company shall make a special explanation about the items involved in the audit opinions, in In case a non-standard audit report is issued for the financial accounting statements included in a periodic report, where the stock Article 28 In case a listed company fails to disclose its annual report or interim report within the provisioned time limit, CSRC shall immediately Article 29 As regards the formats and rules for the preparation of annual, interim and quarterly reports, CSRC shall make separate provisions. Chapter IV Temporary Reports Article 30 Where any major event that may grossly impact the trading price of a listed company’s shares occurs and is not yet known to the investors, The term “major event” as mentioned in the preceding paragraph contains: (1) A major alteration in the company’s business guidelines or business scope: (2) The company’s decision on any significant investment or purchase of asset; (3) A crucial contract as entered into by the company, which may severely impact the assets, liabilities, rights and interests or business (4) The occurrence of any significant debt in the company or default on any significant debt due, or the happening of liability for any (5) The happening of any significant deficit or a significant loss in the company; (6) A significant alteration in the external environment for the company’s business operation: (7) The alteration of any director, one-third or more of the supervisors or managers of the company, or the chairman of the board of directors (8) A relatively big alteration in the shares of the shareholders holding 5% or more of the company’s shares or actual controllers: (9) The company’s decision on capital reduction, merger, split-up, dissolution, or application for bankruptcy, or entering into the bankruptcy (10) Any major action, arbitration in which the company is involved, or where the resolution of the shareholders’ assembly or the board (11) The company is investigated, given any criminal penalty or gross administrative punishment by virtue of any violation of law or regulation (12) Any law, regulation, rules or industrial policy newly promulgated that may significantly impact the company; (13) A resolution made by the board of directors on the new stock offering plan or any other refinancing plan or equity incentive plan; (14) A court ruling which deterring the controlling shareholder from alienating its shares; or 5% or more of the shares any shareholder (15) The primary assets have been sealed up, detained, frozen, mortgaged or pledged; (16) The primary or whole businesses have ceased; (17) Providing any significant external guaranty; (18) Obtaining such extra gains of a large sum as government subsidy that may significantly affect the assets, liabilities, rights and (19) Alterations in the accounting policies or accounting assessment; (20) The disclosed information contains any error or false record, or the company fails to disclose information as required so that the (21) Other circumstances as provided for by the CSRC. Article 31 A listed company shall perform the obligation to disclose the information about any significant event in a timely manner when any (1) A resolution about the significant event is made by the board of directors or board of supervisors; (2) A letter of intent or agreement on the significant event is concluded by the parties concerned; or (3) The directors, supervisors or senior managers acquainted with the significant event and report it. In case any of the following circumstances happens prior to the incurrence of the circumstances as mentioned in the preceding paragraph, (1) It is difficult to keep confidential such significant event; (2) Such significant event has been divulged or there is already any hearsay about it in the market; or (3) There exists any abnormal dealing of the corporate securities or derivatives thereof. Article 32 After a significant event disclosure by a listed company, in case the progress or alteration of this major event may significantly Article 33 For the incurrence of any significant event as mentioned in Article 30 of the present Measures in a subsidiary controlled by a listed In case any significant event that may significantly impact the dealing price a listed company’s securities and the derivatives thereof Article 34 In case the acquisition, merger, split-up, issuance or re-purchase of shares of a listed company causes any significant alteration Article 35 A listed company shall focus on the abnormal dealings of its own securities and the derivatives thereof as well as the medium’s reports In the case of any abnormal dealing or where any media information of securities and the derivatives thereof may significantly impact A listed company’s shareholders, actual controllers and the concerted parties thereof shall, in a timely and accurate manner, notice Article 36 In case any dealing of the corporate securities and the derivatives thereof is confirmed as abnormal by CSRC or the stock exchange, Chapter V Management of Information Disclosure Affairs Article 37 A listed company shall constitute rules on managing information disclosure affairs, including: (1) the information which ought to be disclosed and the disclosure criterions: (2) procedures for transmitting, checking and disclosing undisclosed information; (3) the duties in the work of information disclosure for the administrative department for information disclosure affairs and the person-in-charge (4) the duties of reporting, deliberation and disclosure for the directors and the board of directors, supervisors and the board of supervisors, (5) the rules on recording and preserving the fulfillment of duties by the directors, supervisors and senior managers; (6) the measures for keeping confidential the undisclosed information, the range and confidentiality responsibilities of the insiders (7) the internal control and supervision mechanism for the finance management and accounting calculation; (8) the flow of applying for, checking and announcing information publicly, and the information communication with the investors, securities (9) the archival management of documents and materials regarding information disclosure; (10) the rules on managing and reporting information disclosure affairs involving the subsidiaries of the listed company; and (11) the mechanism concerning the investigation and punishment for failure to disclose information as required, the measures for handling A listed company’s rules on managing information disclosure affairs shall, upon deliberation and adoption of its board of directors, Article 38 The directors, supervisors and senior managers of a listed company shall be diligent and duteous to focus on the preparation of information Article 39 A listed company shall constitute the procedures for preparing, deliberating and disclosing periodic reports. Such senior managers Article 40 A listed company shall constitute the procedures for reporting, transmitting, examining, checking and disclosing significant events. Article 41 When communicating with the institutions and individuals in terms of the business operations, financial status and other events by Article 42 The directors shall acquaint with and continuously focus on the company’s business operations and financial status, and the significant Article 43 The supervisors shall make supervision over the fulfillment of information disclosure duties by the directors and senior managers The board of supervisors shall issue written opinions on the examination of a periodic report, which shall indicate whether or not Article 44 The senior managers shall report the significant events occurring in the business operations or financial aspect of the company, Article 45 The secretary of the board of directors shall take charge of organizing and coordinating the work of information disclosure of the The secretary of the board of directors shall take charge of the affairs concerning the announcement of the listed company’s information Convenient conditions shall be provided by the listed company to the secretary of the board of directors for performing his duties. Article 46 In case any shareholder or actual controller of the listed company is under any of the following circumstances, it/he shall, on their (1) A significant alteration in the shares of the shareholders holding 5% or more of the company’s shares or in the controlling by the (2) A court ruling that deters the controlling shareholder from alienating its shares; or 5% or more of the shares held by any shareholder (3) A plan to significantly restructure assets or businesses of the listed company; or (4) Other circumstances as prescribed by the CSRC. Prior to the disclosure of information which ought to be disclosed, in case the related information has been transmitted in the media Any shareholder or actual controller of a listed company may not abuse the shareholder’s rights or its predominant position, or request Article 47 The controlling shareholders, actual controllers, and parties to whom the stocks are issued shall, when a listed company makes a Article 48 The directors, supervisors, senior managers, shareholders holding 5% or more of the shares of a listed company and the concerted Article 49 In case a shareholder or actual controller holds 5% or more of the shares of a listed company through accepting entrustment or trust, Article 50 An information disclosure obligor shall provide its hired sponsor or securities service institution with all practice-related materials In case the sponsor or securities service institution, when issuing a special document on information disclosure, finds any false Article 51 When dismissing an accounting firm, a listed company shall, after such resolution is made by the board of directors, inform the accounting
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