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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
meeting of the 196th chairmen’s meeting of China Securities Regulatory Commission on December 13, 2006, are hereby promulgated and
shall go into effect as of the date of promulgation.
Chairman of China Securities Regulatory Commission, Shang Fulin
January 30, 2007
Measures for Administrating the Information Disclosure of Listed Companies
Chapter I General Rules
Article 1
In accordance with the Company Law, the Securities Law and other laws and administrative regulations, the present Measures are constituted
with a view to regulating the information disclosure acts of issuers, listed companies and other information disclosure obligors,
intensifying the administration of information disclosure as well as safeguarding the lawful rights and interests of investors .
Article 2
An information disclosure obligor shall disclose its information in a truthful, precise, complete and timely manner without any false
record or misleading statement or serious omission.
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
information in the overseas market, they shall disclose the same information in the domestic market simultaneously.
Article 3
The issuer, and the directors, supervisors and senior managers of a listed company shall perform their duties in an faithful and
diligent manner and guarantee the authenticity, accuracy, completeness, timeliness and fairness of the information disclosed.
Article 4
No insider may, prior to the disclosure of any inside information, publicize or divulge such information or conduct insider trading
by advantage of it.
Article 5
The information disclosure documents primarily contain the stock prospectuses, bond prospectuses, listing announcements, periodic
reports and temporary reports, etc..
Article 6
For disclosing any information in accordance with law, a listed company or any other information disclosure obligor shall report
the draft for announcements and other reference documents to the stock exchange for record and shall publish them on the medium designated
by China Securities Regulatory Commission (hereinafter referred to as CSRC for short).
Any information may not be disclosed published on the company’s website or on any other medium by any information disclosure obligor
earlier than on the designated medium. The obligation to issue reports and announcements may not be replaced by releasing news or
answering journalists, nor temporary reporting obligation be replaced by periodical reports.
Article 7
An information disclosure obligor shall report the draft announcements and other reference documents to the securities regulatory
bureau at the place where the listed company is registered and prepare them at the company’s domicile so as to facilitate public
reference.
Article 8
An information disclosure document shall be in Chinese. Where it is accompanied by a text in a foreign language concurrently, the
information disclosure obligor shall guarantee the same content in that both texts. The Chinese text shall prevail in case there
is any discrepancy between them.
Article 9
CSRC shall make supervisions over the information disclosure documents and announcements thereof, management of the information disclosure,
as well as the behaviors of the controlling shareholders, actual controllers and information disclosure obligors.
A stock exchange shall supervise the information disclosure made by listed companies and other information disclosure obligors and
urge them to accurately disclose information in time Moreover, it shall practice a real-time monitoring on the trade of securities
and the derivatives thereof. The listing rules and other information disclosure rules constituted by the stock exchange shall be
reported to CSRC for approval.
Article 10
Special provisions on the disclosure of information may be constituted by CSRC for listed companies in such special sectors as finance,
real estate sectors, etc.
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
affect the investors’ investment decisions, shall be disclosed in the stock prospectus.
After an application for public offering of securities has been approved by CSRC, the issuer shall, prior to the offering of securities,
publish the stock prospectus
Article 12
The directors, supervisors and senior managers of an issuer shall confirm the stock prospectus in written form so as to guarantee
the authenticity, accuracy and completeness of the information disclosed.
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
of CSRC in advance during the period after the CSRC accepts the application documents and before the issuance examination committee
examines them.
The draft prospectus disclosed in advance is not the issuer’s formal document for offering stocks, therefore it may not indicate any
price information, and the issuer may not issue any stock on strength of it.
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
before the offering ends, the issuer shall propose an explanation in written form to CSRC and shall, upon permission of CSRC, amend
the prospectus or make a corresponding supplementary announcement.
Article 15
For applying for the listing of any stocks, the applicant shall constitute a listing announcement as required by the stock exchange
and shall, upon examination and permission of the stock exchange, publish it.
The directors, supervisors and senior managers of the issuer shall confirm the listing announcement in written form so as to guarantee
the genuineness, accuracy and completeness of the information disclosed.
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
service institution, the related content thereof shall consist with the content of the document issued by the said sponsor or securities
service institution and that such cites may not arise misleading shall be ensured.
Article 17
The related provisions on the stock prospectus of Articles 11 through 16 of the present Measures shall apply to the corporate bond
prospectus.
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
that may grossly affect the investors’ investment decisions shall be disclosed.
The financial accounting statements contained in the annual report shall have been audited by an accounting firm qualified for related
business of securities or futures.
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
report, within 2 months as of the end of the first half of each fiscal year, and as regards a quarterly report, within 1 month as
of the end of the third month and of the ninth month of each fiscal year.
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
period, total number of shareholders, as well as the 10 biggest shareholders’ shares;
(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
their annual remunerations;
(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’
shares;
(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
company;
(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
shall propose its examination opinions in written form to illuminate whether the preparation and examination procedures of the board
of directors comply with the related laws, administrative regulations and CSRC’s provisions or not, as well as whether the contents
of the report can authentically, accurately and completely reflect the actual situation of the listed company or not.
In case any director, supervisor or senior manager is unable to ensure or challenge the genuineness, accuracy or completeness of any
periodic report, he shall explain the reasons, propose his opinions, and disclose them.
Article 25
In case a listed company predicts any loss or big alteration to its business performances, it shall make a timely announcement in
advance.
Article 26
The listed company shall timely disclose the financial data concerned of the current reporting period, in case the performances are
divulged or there exists any hearsay about the performances and the dealing of corporate securities and the derivatives thereof fluctuate
abnormally.
Article 27
The board of directors of the listed company shall make a special explanation about the items involved in the audit opinions, in
case a non-standard audit report is issued for the financial accounting statements included in a periodic report.
In case a non-standard audit report is issued for the financial accounting statements included in a periodic report, where the stock
exchange considers any violation of law, it shall apply to CSRC for case establishment and investigation.
Article 28
In case a listed company fails to disclose its annual report or interim report within the provisioned time limit, CSRC shall immediately
establish it as a case for investigation and the stock exchange shall, according to the rules on the listing of stocks, punish it.
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 listed company shall disclose it at once to explain the cause, the present situation, and the possible legal consequence of such
event.
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
achievements of the company;
(4)
The occurrence of any significant debt in the company or default on any significant debt due, or the happening of liability for any
compensation of large sum;
(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
or the manager being unable to exercise their duties;
(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
procedure or being ordered to close down according to law;
(10)
Any major action, arbitration in which the company is involved, or where the resolution of the shareholders’ assembly or the board
of directors has been cancelled or declared invalid;
(11)
The company is investigated, given any criminal penalty or gross administrative punishment by virtue of any violation of law or regulation
by the competent organ, or any director, supervisor or senior manager of the company is investigated or subject to mandatory measures
because of any violation of law or discipline by the competent organ;
(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
holds is pledged, frozen, judicially auctioned, kept in custody or in trust, or the voting rights of such shareholder are restricted;
(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
interests or business achievements of the company;
(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
company is ordered to make corrections by the related organ or the board of directors of the company decides to make corrections:
and
(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
of the following circumstances is the first to arise:
(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,
the listed company shall disclose the present situation and the risk factors that may impact the progress of the significant event
in a timely manner:
(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
impact the dealing prices of its securities and the derivatives thereof, the listed company shall disclose the progress or alteration
as well as its possible consequences in a timely manner.
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
company, in case it may significantly impact the dealing prices of the listed company’s securities and the derivatives thereof, the
listed company shall perform obligation of information disclosure.
In case any significant event that may significantly impact the dealing price a listed company’s securities and the derivatives thereof
occurs in a company participated by the listed company through shares, the listed company shall perform the obligation of information
disclosure.
Article 34
In case the acquisition, merger, split-up, issuance or re-purchase of shares of a listed company causes any significant alteration
in its total stock capital, shareholders or actual controllers, the information disclosure obligor shall perform the obligation of
reporting or announcing, disclosing the alteration in the rights and interests.
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
on this.
In the case of any abnormal dealing or where any media information of securities and the derivatives thereof may significantly impact
the dealing, the listed company shall timely investigate the facts from all aspects and may produce inquiries in written form where
necessary.
A listed company’s shareholders, actual controllers and the concerted parties thereof shall, in a timely and accurate manner, notice
the listed company about whether any such significant event as equity transfer or asset reorganization, etc., will arise, and assist
the listed company to conduct the work of information disclosure appropriately.
Article 36
In case any dealing of the corporate securities and the derivatives thereof is confirmed as abnormal by CSRC or the stock exchange,
the listed company shall timely investigate the factors causing such abnormal dealing, and shall timely disclose them.
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
thereof;
(4)
the duties of reporting, deliberation and disclosure for the directors and the board of directors, supervisors and the board of supervisors,
as well as senior managers, etc.;
(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
of the inside information;
(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
service institutions, media, etc. as well as the related rules;
(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
violators.
A listed company’s rules on managing information disclosure affairs shall, upon deliberation and adoption of its board of directors,
be reported to the securities regulatory bureau at the place where it is registered and to the stock exchange for archival filling.
Article 38
The directors, supervisors and senior managers of a listed company shall be diligent and duteous to focus on the preparation of information
disclosure documents, guarantee that the periodic reports and temporary reports can be disclosed within the prescribed time limits,
and shall assist the listed company and other information obligors to perform the obligation of information disclosure.
Article 39
A listed company shall constitute the procedures for preparing, deliberating and disclosing periodic reports. Such senior managers
as the managers, financial person-in-charge, secretary of the board of directors, etc., shall timely compile draft periodic reports
and report them to the board of directors for deliberation. The secretary of the board of directors shall take charge of serving
the aforesaid drafts on the directors for deliberation. The chairman of the board of directors shall take charge of convening and
presiding over the meetings of the board of directors for deliberating periodic reports. The board of supervisors shall take charge
of examining and approving the periodic reports compiled by the board of directors. The secretary of the board of supervisors shall
take charge of organizing the periodic report disclosure.
Article 40
A listed company shall constitute the procedures for reporting, transmitting, examining, checking and disclosing significant events.
When the directors, supervisors and senior managers acquaint with a significant event, they shall perform their reporting obligation
in time according to the provisions of the company. When receiving the report, the chairman of the board of directors shall report
it to the board of directors at once and urge the secretary of the board of directors to organize the temporary report disclosure.
Article 41
When communicating with the institutions and individuals in terms of the business operations, financial status and other events by
ways of holding introduction meetings, analyzers’ meetings, road shows, accepting the investors’ investigation, etc.,,, a listed
company may not provide any inside information.
Article 42
The directors shall acquaint with and continuously focus on the company’s business operations and financial status, and the significant
events already occurred or about to occur as well as the consequences thereof, conduct investigations on their own initiative so
as to acquire information necessary for decision-making.
Article 43
The supervisors shall make supervision over the fulfillment of information disclosure duties by the directors and senior managers
of the company, focus on information disclosures. In case any violation therein is founded, they shall investigate it and put forward
a suggestion on disposal of it.
The board of supervisors shall issue written opinions on the examination of a periodic report, which shall indicate whether or not
the preparation and examination procedures comply with the laws, administrative regulations, and the provisions of CSRC, and whether
or not the contents of the report can authentically, accurately and completely reflect the factual circumstances of the listed company.
Article 44
The senior managers shall report the significant events occurring in the business operations or financial aspect of the company,
the progress and alterations of the events already disclosed, as well as other related information to the board of directors in time.
Article 45
The secretary of the board of directors shall take charge of organizing and coordinating the work of information disclosure of the
company, collecting the information which ought to be disclosed by the listed company and reporting it to the board of directors,
as well as continuously focusing on the media’s reports on the company and verifying the authenticity of the reports on his own initiative.
He is enpost_titled to attend the shareholders’ assembly, meetings of board of directors, meetings of the board of supervisors and related
meetings of the senior managers, acquaint with the financial status and business operations, as well as refer to all documents in
relation to information disclosure.
The secretary of the board of directors shall take charge of the affairs concerning the announcement of the listed company’s information
to general public. The information of the listed company shall be disclosed in the form of announcements of the board of directors,
except for the announcements of the board of supervisors. In the absence of written authorization of the board of directors, no director,
supervisor or senior manager may, without the written authorization of the board of directors, announce any undisclosed information
of the listed company to the general public.
Convenient conditions shall be provided by the listed company to the secretary of the board of directors for performing his duties.
The financial person-in-charge shall cooperate the secretary of the board of directors in his work involving the financial information
disclosure.
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
own initiative, inform the board of directors of the listed company and assist the listed company to perform the obligation of information
disclosure:
(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
actual controllers:
(2)
A court ruling that deters the controlling shareholder from alienating its shares; or 5% or more of the shares held by any shareholder
is pledged, frozen, judicially auctioned, kept in custody or in trust, or the voting rights of such shareholder are restricted;
(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
and the dealings of the corporate securities and derivatives thereof have been abnormal, the shareholders or actual controllers shall,
in a timely and accurate manner, submit a written report to the listed company and assist it to announce timely and accurately.
Any shareholder or actual controller of a listed company may not abuse the shareholder’s rights or its predominant position, or request
the listed company to provide inside information.
Article 47
The controlling shareholders, actual controllers, and parties to whom the stocks are issued shall, when a listed company makes a
private offering of stocks, timely provide the related information to the listed company and assist it to perform the obligation
of information disclosure.
Article 48
The directors, supervisors, senior managers, shareholders holding 5% or more of the shares of a listed company and the concerted
parties thereof, and the actual controllers shall summit a name list of the associated parties of the listed companies and a statement
on the association to the board of directors in time. The listed company shall observe the procedures for deliberating associated
transactions and severely carry out the rules on the disqualification in the voting involving associated transactions. None of the
parties to such transactions may, through hiding the associated relationship or by other means, dodge the procedures for the deliberation
of associated transactions and the information disclosure obligation of the listed company.
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,
it/he shall notice the listed company about the information of the entrusting party in time and assist the listed company to perform
the obligation of information disclosure.
Article 50
An information disclosure obligor shall provide its hired sponsor or securities service institution with all practice-related materials
and shall guarantee the authenticity, accuracy and completeness of such materials and it may not reject such offer or conceal or
falsely offer.
In case the sponsor or securities service institution, when issuing a special document on information disclosure, finds any false
record, misleading statement or severe omission in the materials offered by the listed company or by any other information obligator,
or finds any other serious violation, it shall require a supplement or correction. In case the information obligor fails to do so,
the sponsor or securities service institution shall report it to the securities regulatory bureau at the place where the company
is registered and the stock exchange in time.
Article 51
When dismissing an accounting firm, a listed company shall, after such resolution is made by the board of directors, inform the accounting
firm in time. The accounting firm shall be allowed to state its opinions when the shareholders’ assembly votes on the dismissal.
After the resolution on dismissing or changing the accounting firm is made by the shareholders’ a
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