|
Administration of Information Disclosure by Listed Companies
Procedures
(Promulgated by the China Securities Regulatory Commission
on 30 January 2007 and effective as of the date of
promulgation.)
PART ONE: GENERAL PROVISIONS
Article 1:
These Procedures are formulated in accordance with the
Company Law, the Securities Law and other laws
and administrative regulations with a view to regulating the
disclosure of information by issuers, listed companies and
other information disclosure obligors, strengthening the
administration of information disclosure matters and
protecting the legal interests of investors.
Article 2:
Information disclosure obligors shall disclose information
in a truthful, accurate, complete and timely manner without
any false account of facts, misleading representations or
material omissions.
Information disclosure obligors shall disclose information
to all investors publicly and simultaneously.
Where a company which lists and issues securities and
derivatives in both domestic and overseas markets discloses
information in any overseas market, such information shall
also be disclosed in the domestic market simultaneously.
Article 3:
The directors, supervisors and senior management personnel
of an issuer or a listed company shall perform their duties
faithfully and diligently, ensuring the truthfulness,
accuracy, completeness, timeliness and fairness of the
information disclosed.
Article 4:
No insider shall publish or divulge any insider information
before the same is disclosed in accordance with the law, nor
use such information for insider dealing.
Article 5:
The major information disclosure documents include public
offering prospectuses, prospectuses, listing announcements,
periodic reports and ad hoc reports.
Article 6:
In disclosing information in accordance with the law, listed
companies and other information disclosure obligors shall
submit the draft announcement and relevant reference
documents to the securities exchange for registration, and
publish the same in the media specified by the China
Securities Regulatory Commission (hereinafter referred to as
the “CSRC”).
An information disclosure obligor shall not publish the
information concerned on the company’s website and in other
mass media at a time before the same is published in the
specified media, nor perform the obligations of submitting
reports and making announcements by any other manner such as
press release or answering questions from the press, nor
perform the obligation of submitting ad hoc reports by means
of periodic reports.
Article 7:
The information disclosure obligor shall submit drafts of
information disclosure announcements and relevant reference
documents to the securities regulatory authority in the
place of incorporation of the listed company, and maintain a
copy at the company’s premises for public inspection.
Article 8:
Information disclosure documents shall be written in
Chinese. Where a document is written in both Chinese and a
foreign language, the information disclosure obligor shall
ensure that the content of both texts is consistent. In the
event of discrepancies between the two texts, the Chinese
text shall prevail.
Article 9:
The CSRC shall supervise the disclosure of documents and
announcements, the administration of information disclosure
affairs and the conduct of the controlling shareholders,
actual controllers of listed companies and information
disclosure obligors in accordance with the law.
Securities exchanges shall supervise the disclosure by
listed companies and other information disclosure obligors
by procuring their accurate and timely disclosure in
accordance with the law and exercising real-time control of
the transactions of securities and their derivatives. The
listing rules and other information disclosure rules made by
securities exchanges shall be reported to the CSRC for
approval.
Article 10:
The CSRC may make special provisions in respect of the
information disclosure by listed companies in specific
sectors, such as finance and real estate.
PART TWO: PUBLIC OFFERING PROSPECTUSES, PROSPECTUSES AND
LISTING ANNOUNCEMENTS
Article 11 :
The public offering prospectus prepared by the issuer shall
comply with the relevant requirements of the CSRC. Any
information that might have a substantial influence on the
investors’ investment decisions shall be disclosed in the
public offering prospectus.
After the application for public offering of securities is
approved by the CSRC, the issuer shall publish the public
offering prospectus before the securities are issued.
Article 12:
The directors, supervisors and senior management personnel
of the issuer shall sign a written confirmation in respect
of the public offering prospectus to ensure that the
information disclosed is true, accurate and complete.
The public offering prospectus shall be affixed with the
official seal of the issuer.
Article 13:
Where the issuer applies for an initial public offering,
after the application documents are received by the CSRC for
processing but before being reviewed by the Public Offering
Review Committee, the issuer shall first disclose the
application draft of the public offering prospectus on the
CSRC’s website.
The pre-disclosed application draft of the public offering
prospectus is not an official document of the issuance of
securities by the issuer, and shall not contain any price
information. The issuer shall not issue any shares based on
this document.
Article 14:
Where any material events occur after the application for
issuing securities is approved by the CSRC but before the
end of such issuance, the issuer shall explain to the CSRC
in writing and, upon the consent of the CSRC, amend the
public offering prospectus or make relevant supplementary
announcements.
Article 15:
Applications for the listing of securities shall be made by
a listing announcement prepared in accordance with the
regulations of the securities exchange concerned, which
shall be published upon the review and consent of such
securities exchange.
The directors, supervisors and senior management personnel
of the issuer shall sign a written confirmation in respect
of the listing announcements to ensure that the information
disclosed is true, accurate and complete.
Listing announcements shall be affixed with the official
seal the issuer.
Article 16:
Where a public offering prospectus or listing announcement
cites any professional advice or reports of the sponsor or
securities services provider, the content thereof shall be
consistent with the documents issued by such sponsor or
securities services provider, ensuring that the citation of
advice of the sponsor or securities services provider is not
misleading.
Article 17:
The provisions in Articles 11 to 16 hereof concerning the
public offering prospectus shall also apply to the
prospectus for offering company bonds.
Article 18:
After any non-public offering of new shares, a listed
company shall disclose a report of its subscription details
in accordance with the law.
PART THREE: PERIODIC REPORTS
Article 19:
The periodic reports to be disclosed by a listed company
include annual reports, interim reports and quarterly
reports. All information that might have a substantial
influence on the investors’ investment decisions shall be
disclosed.
The financial accounting report in an annual report shall be
audited by a firm of accountants possessing relevant
business qualifications in securities and futures.
Article 20:
An annual report shall be prepared and disclosed within 4
months from the end of each accounting year; an interim
report shall be prepared and disclosed within 2 months from
the end of the first half of each accounting year; and a
quarterly report shall be prepared and disclosed within 1
month after the end of the 3rd and the 9th
month of each accounting year.
The quarterly report of the first quarter shall not be
disclosed at a time before the disclosure of the annual
report of the preceding year.
Article 21:
An annual report shall include the following content:
1.
basic information of the company;
2.
major accounting figures and financial indicators;
3.
details of the company’s shares and bonds issuance and
changes, the total number of shares, bonds and shareholders
as at the end of the period, and the shareholding of the top
10 shareholders of the company;
4.
details of shareholders holding more than 5% of shares,
controlling shareholders and actual controllers;
5.
details of the office, change of shareholding and annual
remunerations of directors, supervisors and senior
management personnel;
6.
board of directors’ report;
7.
discussions held and analysis made by the management;
8.
major events which occurred during the period and their
effects on the company;
9.
full text of financial accounting report and audit report;
and
10.
any other matters specified by the CSRC.
Article 22:
An interim report shall include the following content:
1.
basic information of the company;
2.
major accounting figures and financial indicators;
3.
details of the company’s shares and bonds issuance and
changes, the total number of shareholders, the shareholding
of the top 10 shareholders of the company, and any change of
controlling shareholders and actual controllers;
4.
discussions held and analysis made by the management;
5.
Major events such as important litigations or arbitrations
which occurred during the period and their effects on the
company;
6.
financial
accounting report; and
7.
any other matters specified by the CSRC.
Article 23:
A quarterly report shall include the following content:
1.
basic information of the company;
2.
major accounting figures and financial indicators; and
3.
any other matters specified by the CSRC.
Article 24:
The directors and senior management personnel of a company
shall sign a written confirmation opinion in respect of the
periodic reports. The board of supervisors shall give a
written review opinion as to whether the structure and
review procedures of the board of directors comply with the
law, administrative regulations and the provisions of the
CSRC, and whether the reports have reflected the actual
situation of the listed company truthfully, accurately and
completely.
The directors, supervisors or senior management personnel
shall provide and disclose their reasons and comments if
they have any doubt about or dispute the truthfulness,
accuracy or completeness of the periodic reports.
Article 25:
A listed company shall provide a forecast of results in a
timely manner if any business loss or a substantial change
in business is anticipated.
Article 26:
A listed company shall disclose the relevant financial data
of the current reporting period in a timely manner in the
event of divulging the results before the disclosure of a
periodic report, or where there are rumors about its
business results together with abnormal fluctuations in the
transactions of the company’s securities and derivatives.
Article 27:
Where a non-standard audit report is issued for the
financial accounting report in a periodic report, the board
of directors of the listed company shall give a specific
explanation in respect of matters regarding such audit
comments.
If a securities exchange suspects that the non-standard
audit comments given for the financial accounting report in
a periodic report involve any illegal activities, the matter
shall be referred to the CSRC to open a case for
investigation.
Article 28:
If a listed company fails to disclose its annual report and
interim report within the stipulated period of time, the
CSRC shall open a case for investigation immediately and the
securities exchange concerned shall handle the matter in
accordance with the relevant listing rules.
Article 29:
The rules on the format and preparation of annual reports,
interim reports and quarterly reports shall be provided for
by the CSRC separately.
PART FOUR: AD HOC REPORTS
Article 30:
In the event of occurrence of any major incident that might
have a substantial impact on the transaction prices of the
securities and derivatives of a listed company and not yet
known to the investors, the listed company concerned shall
disclose the incident immediately, and explain the cause,
the current status and the potential effects of such
incident.
The said major incidents in the preceding paragraph may
include:
1.a
substantial change in the approach and scope of business of
the company;
2.decisions
being made by the company in respect of substantial
investment and acquisition of substantial property;
3.an
important contract being entered into by the company which
might have a significant impact on the assets, liabilities,
interests and operation results of the company;
4. major
liabilities, default of payment of major liabilities when
the same fall due, or a large amount of damages being
incurred by the company;
5.major
deficits or losses being incurred by the company;
6.a
substantial change in external factors relating to the
production and operation of the company;
7.a
change of directors or of more than one-third of the
supervisors or the general manager of the company, or the
inability of the chairman or general manager to perform
their duties;
8.a
substantial change of the shareholding or control over the
company by shareholders holding more than 5% of shares in
the company or the actual controllers;
9.decisions
being made by the company for capital reduction, merger,
division, dissolution or application for liquidation, or the
company going into statutory liquidation procedures or being
ordered to close down;
10.
major litigation or arbitration involving the company, or
the resolution of shareholders’ meeting or board meeting
being revoked or declared invalid in accordance with the
law;
11.
the company being investigated by a competent authority for
suspected violation of laws or regulations, or being subject
to criminal punishment or major administrative punishment;
or the directors, supervisors or senior management personnel
being investigated or subject to mandatory measures by a
competent authority for suspected violation of laws or
disciplinary rules;
12.
the promulgation of new laws, regulations, rules or industry
policies that might have significant impact on the company;
13.
a resolution being passed by the board of directors in
respect of the issuance of new shares or any other
re-financing schemes or share incentive schemes;
14.
any controlling shareholder being prohibited by a court
judgment from assigning his or her shares; or over 5% of
shares in the company held by any shareholder being pledged,
frozen, sold by judicial auction, placed under custody, or
over which a trust is created or for which the voting right
is restricted;
15.
substantial assets being distrained, distressed, frozen or
being secured or pledged;
16.
a breakdown of a major part or all of its business;
17.
provision of a major guarantee to an external party;
18.
obtaining extra revenue such as a large amount of government
subsidies that might have substantial impact on the assets,
liabilities, interests or operation results of the company;
19.
changes in accounting policies or accounting estimates;
20.
corrections being ordered by a competent authority or
decided by the board of directors for any erroneous and
mistaken information disclosed in previous periods, any
failure to disclose in accordance with the regulations or
any false account of facts; and
21.
any other circumstances specified by the CSRC.
Article 31:
A listed company shall perform its obligation of disclosing
major incidents in a timely manner at the earliest of the
following points in time:
1.
a resolution being passed by the board of directors or board
of supervisors in respect of the major incident;
2.
a letter of intent or an agreement in respect of the major
incident being signed by the relevant parties; and
3.
the major incident becomes known to and reported by the
directors, supervisors or senior management personnel.
If any of the following circumstances arises before the
point in time specified in the preceding paragraph, the
listed company shall disclose in a timely manner the current
status of the relevant matters and risk factors that might
affect the development of the situation:
1.
it becomes difficult for such major incident to remain
confidential;
2.
such major incident has been disclosed or there are rumors
about it in the market; or
3.
abnormal transactions of the company’s securities and
derivatives occur.
Article 32:
After the disclosure of a major incident, where any
development or changes in the disclosed major incident might
have a substantial impact on the transaction prices of the
securities and derivatives of the listed company, such
development or changes and the potential effects shall be
disclosed in a timely manner.
Article 33:
If any of the major incidents specified in Article 30 hereof
occurs in a subsidiary of a listed company and might have a
substantial impact on the transaction prices of the
securities and derivatives of the listed company, the listed
company shall perform its information disclosure obligation.
If any incident occurs in the holding company of a listed
company that might have a substantial impact on the
transaction prices of the securities and derivatives of the
listed company, the listed company shall perform its
information disclosure obligation.
Article 34:
For any acquisition, merger, division, issuance of shares or
repurchase of shares, etc., of a listed company that will
result in substantial changes to the total amount of share
capital, shareholders and actual controllers, etc., of the
listed company, the information disclosure obligor shall
perform his or her duties of submitting reports and making
announcements under the law and disclose such changes in
equity.
Article 35:
The listed company shall take notice of any abnormal
transactions of its own securities and derivatives and the
news reports about itself in the media.
Where the abnormal transactions of its securities and
derivatives or the news reported in the media might have a
substantial impact on the transaction of the company’s
securities and derivatives, the listed company shall find
out about the actual situation from the relevant parties in
a timely manner, and make enquiries in writing where
necessary.
The controlling shareholders and actual controllers of the
listed company and persons acting in concert shall disclose
in a timely and accurate manner whether there is any
proposed transfer of equity, reorganization of assets or any
other major incident of the listed company, and cooperate
for the proper disclosure of such information of the listed
company.
Article 36:
Where the transactions of securities and derivatives of a
company are regarded as abnormal by the CSRC or a securities
exchange, the listed company shall look into the reasons for
causing such abnormal fluctuations in transactions of
securities and derivatives and disclose the same in a timely
manner.
PART FIVE: ADMINISTRATION OF INFORMATION DISCLOSURE AFFAIRS
Article 37:
A listed company shall have a system for the administration
of information disclosure affairs in place, which should
cover:
1.
the scope of information to be disclosed by the listed
company and the standard of disclosure;
2.
the process of transmission, approval and disclosure of
undisclosed information;
3.
the duties of the information disclosure administration
department and its persons-in-charge in the course of
disclosure;
4.
the duties of directors, board of directors, supervisors,
board of supervisors and the senior management personnel in
respect of making reports, reviews and disclosures;
5.
the records and maintenance thereof of the performance of
duties by the directors, supervisors and senior management
personnel;
6.
confidential measures for undisclosed information, and the
scope and confidentiality duty of insiders;
7.
the internal control and supervision mechanism for financial
management and accounting audits;
8.
the application, approval and publication processes for
publishing information, and the communication of information
with, and the systems concerning, investors, securities
services providers and the mass media;
9.
file management of relevant information disclosure documents
and materials;
10.
the management and reporting systems for the disclosure of
information involving subsidiary companies; and
11.
the mechanism for pursuance of liability for failure to
disclose information in accordance with the regulations, and
the measures to be taken against persons violating the
regulations.
The system for the administration of information disclosure
affairs of the listed company shall be reviewed and approved
by the board of directors, and filed with the securities
regulatory authority and securities exchanges in its place
of incorporation for the record.
Article 38:
The directors, supervisors and senior management personnel
of a listed company shall act with diligence and take notice
of the preparation of information disclosure documents,
ensuring that the periodic reports and ad hoc reports are
disclosed within the specified period of time, and shall
cooperate with the listed company and other information
disclosure obligors in performing the information disclosure
obligation.
Article 39:
A listed company shall set out the procedures for the
preparation, review and disclosure of periodic reports. The
senior management personnel such as the general manager,
person-in-charge of finance, secretary of the board of
directors shall prepare draft periodic reports in a timely
manner and submit such to the board of directors for review;
the secretary of the board of directors shall be responsible
for dispatching the draft reports to the directors for
review; the chairman of the board of directors shall be
responsible for convening and presiding over the directors’
meetings to consider the periodic reports; the board of
supervisors shall be responsible for reviewing the periodic
reports prepared by the board of directors; the secretary of
the board of directors shall also be responsible for
coordinating the disclosure of the periodic reports.
Article 40:
A listed company shall set out the reporting, transmission,
review and disclosure procedures for major incidents. The
directors, supervisors and senior management personnel shall
perform their duties of reporting according to the company’s
regulations immediately upon becoming aware of the major
incident. The chairman of the board of directors shall
report to the board of directors immediately after receiving
the report and procure the secretary of the board of
directors to coordinate the disclosure of an ad hoc report.
Article 41:
When communicating with any organization or individual on
the operation, financial status and any other matters of the
company in results announcement conferences, analysts
meetings, road shows or participation in investor research,
etc., no insider information shall be provided by the listed
company.
Article 42:
Directors shall find out about and continuously take notice
of the production, operation and financial status of the
company, and any major incidents of the company that have
occurred or might occur and the relevant implications,
proactively investigating and obtaining any information
necessary for decision-making.
Article 43:
Supervisors shall oversee the performance of the information
disclosure duty by the directors and senior management
personnel of the company. They shall take notice of the
disclosure of information by the company. Where any
violation of the laws or regulations is found in respect of
the information disclosure, an investigation shall be
conducted and recommendations shall be made with regard to
how it should be handled.
The written review opinions issued by the board of
supervisors on periodic reports shall specify whether the
preparation and review procedures comply with the law,
administrative regulations and provisions of the CSRC, and
whether the reports have reflected the actual circumstances
of the listed company truthfully, accurately and completely.
Article 44:
The senior management personnel shall report to the board of
directors in a timely manner any major incident in respect
of the company’s operation or financial aspects, the
development or changes in disclosed incidents and any other
relevant information.
Article 45:
The secretary of the board of directors shall be responsible
for organizing and coordinating the information disclosure
affairs of the company, collecting the information required
to be disclosed by the listed company and reporting the same
to the board of directors, as well as continuously taking
notice of news reports about the company from the media and
actively seeking to verify the actual situation. The
secretary of the board of directors is entitled to attend
shareholders’ meetings, directors’ meetings, supervisors’
meetings and relevant meetings of the senior management
personnel. The secretary is also entitled to know the
financial and operation status of the company and have
access to all documents involved in the disclosure of
information.
The secretary of the board of directors shall be responsible
for handling matters related to the announcements made by
the listed company. With the exception of the board of
supervisors’ announcements, the disclosure of the
information by the listed company shall be published in the
form of a board of directors’ announcement. Directors,
supervisors and senior management personnel shall not
publish any undisclosed information of the listed company
without the written authorization of the board of directors.
The listed company shall facilitate the secretary of the
board of directors in the latter’s performance of his or her
duties, and the person-in-charge of finance shall cooperate
with the secretary of the board of directors in the
disclosure of financial information.
Article 46:
The shareholders or actual controllers of a listed company
shall actively notify the board of directors of the listed
company in the event of the following circumstances, and
shall cooperate with the listed company in performing its
information disclosure obligation:
1.
a substantial change of the shareholding or control over the
company by shareholders holding more than 5% of shares in
the company or the actual controllers;
2.
any controlling shareholders being prohibited by a court
judgment from assigning his or her shares; or over 5% of
shares in the company held by any shareholder being pledged,
frozen, sold by judicial auction, placed under custody, or
over which a trust is created or for which the voting right
is restricted;
3.
a major reorganization of the assets or businesses of the
listed company being proposed; and
4.
any other circumstances specified by the CSRC.
If the information to be disclosed is spreading in the media
or abnormal transactions of the company’s securities and
derivatives are occurring before such information is
disclosed in accordance with the law, the shareholders or
actual controllers shall submit a written report to the
listed company in a timely and accurate manner, and shall
cooperate with the listed company to make a timely and
accurate announcement.
No shareholder or actual controller shall abuse his or her
rights or dominant position as a shareholder, nor request
the listed company to provide him or her with insider
information.
Article 47:
In any non-public issue of shares by a listed company, its
controlling shareholders, actual controllers and the
prospective subscribers of the issue shall provide the
relevant information for the listed company in a timely
manner, and shall cooperate with the listed company in
performing its information disclosure obligation.
Article 48:
The directors, supervisors, senior management personnel,
shareholders of more than 5% of shares and their persons
acting in concert and actual controllers of a listed company
shall submit a list of connected parties and an explanation
of such connections to the board of directors of the listed
company in a timely manner. The listed company shall follow
the review procedures in respect of connected transactions
and strictly abide by the avoidance rules in any voting
involving connected transactions. No party to the
transaction shall evade the review procedures of the listed
company in respect of connected transactions and their
information disclosure obligation by concealing the relevant
connections or by any other means.
Article 49:
Any shareholder holding more than 5% of shares in the listed
company or actual controller by appointment or upon trust
shall notify the listed company of the details of his or her
principal in a timely manner, and shall cooperate with the
listed company in performing its information disclosure
obligation.
Article 50:
Information disclosure obligors shall provide the sponsor
and securities services provider it engages with all
information related to its practice without any objection,
and shall ensure that such information is true, accurate and
complete without concealment or falsification.
In issuing special documents for information disclosure, the
sponsor and securities services provider shall require the
listed company and other information disclosure obligors to
make supplements and corrections if any false account of
facts, misleading representations, material omissions or
other major violation of the law is found in the materials
supplied by them. If the information disclosure obligor
fails to make such supplements or corrections as required,
the sponsor and securities services provider shall report
such matter to the securities regulatory authority and
securities exchanges in the place of incorporation of the
company in a timely manner.
Article 51:
Dismissal of a firm of accountants by a listed company shall
be notified to such accounting firm in a timely manner after
the resolution to this effect is passed by the board of
directors. In a vote by the shareholders’ meeting of the
company in respect of the dismissal of the accounting firm,
the accounting firm shall be given the opportunity to state
its opinions. Where the shareholders’ meeting passes a
resolution for the dismissal or replacement of an accounting
firm, the listed company shall state the specific reasons
for the replacement and the opinions given by the accounting
firm upon disclosure.
Article 52:
A sponsor or securities services provider which issues
special documents for an information disclosure obligor’s
performance of its information disclosure obligation shall
act with diligence, honesty and integrity and provide
professional advice in accordance with the rules of
practice, professional code of practice and code of ethics
that are made in accordance with the law, ensuring the
truthfulness, accuracy and completeness of the documents
issued.
Article 53:
Certified public accountants shall uphold the risk-oriented
audit principles in strict observance of the code of
practice of certified public accountants and the relevant
regulations, and shall enhance the audit process by
selecting scientific audit methods and techniques, fully
studying the audited party and its circumstances, exercising
due care in relation to the risks regarding substantial
reporting errors, obtaining sufficient and proper evidence,
and publishing a reasonable audit conclusion.
Article 54:
Asset valuation institutions shall uphold professional
ethics, strictly abide by the valuation standards or other
valuation criteria, and properly select the valuation
methods, and the assumptions made in the valuation shall
conform to the actual circumstances. They shall obtain
sufficient evidence on the legality of the transactions,
income and expenditure and the investment businesses of the
party being valued, and on the reliability of forecasts,
thereby arriving at a reasonable valuation conclusion by
giving full consideration to the probability of each outcome
in the future and the implications thereof.
Article 55:
No organization or individual shall illegally obtain,
provide or spread any insider information of a listed
company, nor utilize any insider information obtained to
trade or advise any other persons to trade such company’s
securities and derivatives, nor use any insider information
in any documents such as investment value analysis reports
and research reports.
Article 56:
The mass media shall report the details of a listed company
objectively and truthfully, playing their role as a watchdog
by consensus.
No organization or individual shall provide or spread any
information about a listed company which is false or
misleading to the investors.
In the event of violation of the preceding two paragraphs
which causes any losses to investors, compensation shall be
made in accordance with the law.
PART SIX: SUPERVISION, ADMINISTRATION AND LEGAL LIABILITY
Article 57:
The CSRC may require a listed company and other information
disclosure obligors or their directors, supervisors or
senior management personnel to provide explanations,
statements or relevant information on the disclosure of
information, and may require the listed company to provide
the professional advice given by its sponsor or securities
services provider.
If the CSRC has any doubt with regard to the truthfulness,
accuracy or completeness of documents issued by the sponsor
and securities services provider, it may require the
relevant parties to give explanations and supplements, and
may review the manuscripts thereof.
The listed company and other information disclosure
obligors, sponsors and securities services providers shall
reply in a timely manner, and cooperate with the CSRC in its
examination and investigation.
Article 58:
The directors, supervisors and senior management personnel
of a listed company shall be responsible for the
truthfulness, accuracy, completeness, timeliness, and
fairness of the information disclosed by the company to the
extent that they have performed the duty of diligence as
demonstrated by sufficient evidence.
The chairman, general manager and secretary of the board of
directors of a listed company shall be the main persons who
are responsible for the truthfulness, accuracy,
completeness, timeliness, and fairness of the information
disclosed by the company in ad hoc reports.
The chairman, general manager and person-in-charge of
finance of a listed company shall be the main persons who
are responsible for the truthfulness, accuracy,
completeness, timeliness, and fairness of the financial
reports of the company.
Article 59:
If any information disclosure obligor or its director,
supervisor and senior management personnel, or any
shareholder, actual controller or offeror of a listed
company or its director, supervisor or senior management
personnel, is in breach of these Procedures, the CSRC may
impose the following regulatory measures:
-
ordering correction thereof;
2.
conducting an interview for regulatory purposes;
3.
issuing a warning letter;
4.
recording its non-compliance of laws and regulations or
dishonor of public promise in its credibility profile and
publishing the same;
5.
regarding the person as unfit or improper; or
6.
any other regulatory measures that may be imposed in
accordance with the law.
Article 60:
If a listed company fails to set up a system for the
administration of information disclosure affairs in
accordance with these Procedures, the CSRC may order
correction thereof; if it refuses to correct the same, the
CSRC may issue a warning and/or a fine.
Article 61:
If an information disclosure obligor fails to perform its
information disclosure obligation within the stipulated
period of time or there is any false account of facts,
misleading representations or material omissions in the
information disclosed, the CSRC may impose punishments in
accordance with Article 193 of the Securities Law.
Article 62:
If an information disclosure obligor fails to submit the
relevant reports within the stipulated period of time or
there is any false account of facts, misleading
representations or material omissions in the reports
submitted, the CSRC may impose punishments in accordance
with Article 193 of the Securities Law.
Article 63:
If a listed company evades its obligations in respect of
information disclosure and submitting reports by concealing
connected relationships or in any other such manner, the
CSRC may impose punishments in accordance with Article 193
of the Securities Law.
Article 64:
If a shareholder or actual controller of a listed company
fails to cooperate with the listed company in performing the
information disclosure obligation or illegally requests the
listed company to provide insider information, the CSRC may
order correction thereof or issue a warning and/or a fine.
Article 65:
If a sponsor, securities services provider and its personnel
who issue special documents for an information disclosure
obligor’s performance of its information disclosure
obligation are in breach of the Securities Law,
administrative regulations and other regulations of the CSRC,
the CSRC may impose regulatory measures such as ordering the
correction thereof, conducting an interview for regulatory
purposes, issuing a warning letter and making a record in
its credibility profile. Where administrative punishment
should be imposed, the CSRC shall impose such punishment in
accordance with the law.
Article 66:
If any organization or individual divulges any insider
information of a listed company, or uses such insider
information to trade securities or their derivatives, the
CSRC may impose punishments in accordance with Articles 201
and 202 of the Securities Law.
Article 67:
If any organization or individual forges or spreads false
information that might disrupt the order of the securities
market, or if any mass media spreads untrue or non-objective
information about a listed company, the CSRC may impose
punishments in accordance with Article 206 of the
Securities Law.
If anyone makes false representations or gives misleading
information in any transaction of securities or their
derivatives, the CSRC may impose punishments in accordance
with Article 207 of the Securities Law.
Article 68:
If anyone is suspected of extortion or blackmail in respect
of a listed company by means of news reports or any other
means of communication, the CSRC may order the correction
thereof and issue a letter of regulatory recommendations to
the relevant authorities, which shall pursue such person or
persons for legal liability.
Article 69:
If a listed company and other information disclosure
obligors are in breach of the provisions hereof, and where a
serious breach is involved, the CSRC may ban the relevant
persons in charge from the securities market.
Article 70:
In the event of a violation hereof involving criminal
activities, the parties concerned shall be transferred to
the judicial authorities in accordance with the law and
prosecuted for criminal liability.
PART SEVEN: SUPPLEMENTARY PROVISIONS
Article 71:
In these Procedures, the following expressions shall have
the following meanings:
|
(I)
|
a sponsor or securities services provider which
issues special documents for an information
disclosure obligor’s performance of its information
disclosure obligation shall mean any sponsor, firm
of accountants, asset valuation institution, firm of
lawyers, financial consultancy firm or credit rating
institution that prepares and issues documents such
as a letter of sponsorship, audit report, asset
valuation report, letter of legal opinions,
financial consultancy report or credit rating report
for securities business activities, including the
issuing of securities, listings and transactions,
etc; |
|
(II) |
“in a timely manner” shall mean within two trading
days from the commencement date or point in time for
disclosure; |
|
(III)
|
a “connected transaction” of a listed company shall
mean any transfer of resources or obligations
between the listed company or its subsidiaries and a
connected party of the listed company;
A connected party may include a connected
corporation or a connected natural person.
A corporation is a connected corporation of a listed
company in any of the following circumstances:
1.
a corporation having direct or indirect control over
the listed company;
2.
a corporation under the direct or indirect control
of a corporation described in the preceding
sub-clause, other than the listed company itself and
its subsidiaries;
3.
a corporation in which a connected natural person
has direct or indirect control or acts as a director
or senior management personnel, other than the
listed company itself and its subsidiaries;
4.
a corporation holding more than 5% of shares in the
listed company or its persons acting in concert;
5.
any other corporations which within the past 12
months were, or within the next 12 months will by
agreement be, in one of the aforesaid circumstances;
or
6.
any other corporations which the CSRC, a securities
exchange or the listed company regards under the
principle of “substance over form” as having any
special relationship that might or might have
resulted in the listed company being in favor of
such corporation’s interests.
A natural person is a connected natural person of a
listed company in any of the following
circumstances:
1.
a natural person directly or indirectly holding more
than 5% of shares in the listed company;
2.
a director, supervisor or senior management
personnel of the listed company;
3.
a director, supervisor or senior management
personnel of a corporation having direct or indirect
control over the listed company;
4.
the immediate family of the persons listed under
sub-clauses 1 and 2 aforesaid, which include their
spouse, parents and children having attained the age
of 18 and their spouse, siblings and their spouse,
the parents and siblings of their spouse, and the
parents of their children’s spouse;
5.
any other natural persons who within the past 12
months were, or within the next 12 months will by
agreement be, in one of the aforesaid circumstances;
or
6.
any other natural persons which the CSRC, a
securities exchange or the listed company regards
under the principle of “substance over form” as
having any special relationship that might or might
have resulted in the listed company being in favor
of such natural persons’ interests. |
|
(IV) |
“specified media” shall mean the newspapers,
magazines and websites specified by the CSRC. |
Article 72:
These Procedures shall be implemented from the date of
promulgation. The Disclosure of Information by Companies
Issuing Shares to the Public Implementing Rules (Trial
Implementation) (Zheng Jian Shang Zi [1993] No. 43), the
Matters Concerning Issuing of Shares to the Public and
Information Disclosure by Listed Companies Circular
(Zheng Jian Yan Zi [1993] No. 19), the Strengthening
the Examination of Ad Hoc Reports of Listed Companies
Circular (Zheng Jian Shang Zi [1996] No. 26), the
Several Problems Concerning the Release of a Clarification
Notice by Listed Companies Circular (Zheng Jian Shang Zi
[1996] No. 28), the Matters Concerning the Electronic
Filing for Information Disclosure by Listed Companies
Circular (Zheng Jian Xin Zi [1998] No. 50), the
Further Strengthening of the Regulation on Information
Disclosure by ST and PT Companies Circular (Zheng
Jian Gong Si Zi [2000] No. 63), the Relevant Issues of
the Interim Reports for Listed Companies Proposing to Issue
New Shares Circular (Zheng Jian Gong Si Zi [2001] No.
69) and the Filing of Ad Hoc Announcements and Relevant
Attachments Submitted by Listed Companies to the
Representative Offices of the CSRC Circular (Zheng
Jian Gong Si Zi [2003] No.7) shall be repealed accordingly.
|
