Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No. 2 - The Contents and Formats of Annual Report (Revised in 2012)
Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No. 2 - The Contents and Formats of Annual Report (Revised in 2012)
Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No. 2 - The Contents and Formats of Annual Report (Revised in 2012)
Announcement of the China Securities Regulatory Commission [2012] No. 22
September 19, 2012
The Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No. 2 - The Contents and Formats of Annual Report (Revised in 2012) are hereby promulgated and shall come into effect as of January 1, 2013.
Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No. 2 - The Contents and Formats of Annual Report (Revised in 2012)
Chapter I General Provisions
Article 1 With a view to standardizing the annual report preparation and information disclosure of the listed companies and protecting the legal interests of the investors, these Standards shall be formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and other laws and regulations as well as the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the"CSRC").
Article 2 The joint stock limited company/companies (hereinafter referred to as the "Company/Companies") that issue shares to the public and are listed on the main board (including small and middle enterprise board) of the stock exchanges within the territory of the People's Republic of China in accordance with the Company Law of the People's Republic of China and the Securities Law of the People's Republic of China shall prepare and disclose their annual reports pursuant to the provisions of these Standards.
Article 3 The provisions of these Standards will serve as minimum requirements for the information disclosure in the annual reports of the Companies. The Companies shall disclose any information that might materially impact the investment decisions of the investors.
Article 4 Without affecting the completeness of the disclosed information or causing reading difficulties, the Companies may properly simplify the relevant parts of the annual reports by interdependent quotation to avoid unnecessary repetition and keep the text concise.
Article 5 The full texts of the annual reports of the Companies shall be prepared and disclosed pursuant to the requirements of Chapter II of these Standards.
The summaries of the annual reports of the Companies shall be prepared and disclosed in the format provided in the appendix pursuant to the requirements of Chapter III of these Standards.
Article 6 For the Companies listed in both domestic and foreign stock exchanges at the same time, if the preparation and disclosure requirements for annual reports set forth by the foreign securities regulatory authority are inconsistent with these Standards, they shall follow the principle that the reported contents shall be more over less and the requirements shall be stricter and publish the both sets of annual reports in a same day.
The Companies that issue domestically listed foreign-capital shares and the derivative securities and have been listed in stock exchanges shall prepare the foreign language versions of the annual reports.
Article 7 The financial report in the annual report of a listed Company shall be audited by an accounting firm that has a qualification to engage in the businesses related to securities and futures, and the audit statement shall be signed by two certified public accountants of the said accounting firm.
Article 8 Following requirements shall be followed for the company to prepare its annual reports:
1. In the annual reports, the figures shall be Arabic numerals, and the currency amount, unless specified otherwise, shall be CNY amount with a unit of yuan, thousand yuan, ten thousand yuan, million yuan or one hundred million yuan.
2. The Company may prepare a foreign version of its annual reports in accordance with the relevant regulations or other requirements, while it shall keep the consistence between the Chinese version and the foreign version and mark the foreign version with"This report is prepared in Chinese and English (or Japanese, French or Russian), in case of any discrepancy between the English translation and the original Chinese text, the Chinese version shall prevail".
3. The Company's Chinese name, characters of "annual report", the reporting year shall be shown on the cover of the annual reports, and the foreign language name, badge or any other mark or logo of the Company may be shown. The catalogue of the annual report shall be put at an eye-catching site.
4. The annual reports of the Company may be prepared with pictures to accompany the essays, with some statistics diagrams such as histograms or pie charts, with necessary supporting explanations to the products, services and business action pictures to improve the readability of reports. The annual report may contain any photos or charts for the publicity of the Company before the contents, but shall not include any greeting, complimenting or introducing comments or expressions, or any fraudulent or misleading words.
5. The Company shall comply with the regulations about the industrial categories of listed Companies made by CSRC when it prepare its annual reports, however, the Company may added some other industrial category data or materials to the disclosure for references.
Article 9 Within four months from the end of every financial year, the company shall publish its full annual reports on the website/websites designated by the CSRC; meanwhile, it shall publish the summaries of the annual reports on at least one newspaper designated by the CSRC with a space that shall not be larger than a quarter of a newspaper in general, or on the website/websites designated by the CSRC.
The Company may publish its annual reports on other media, but the publishing time shall not be earlier than the publishing time designated by the CSRC on the designated media.
Article 10 Prior to the disclosure of the annual reports, no insider may disclose any inside information or seek improper profits through inside information.
Article 11 After the disclosure of the annual reports, the Company shall lodge the original annual reports at the Company's premises for reading by the stockholders and the public.
Within ten business days after the disclosure of the annual reports, the Company shall deliver the annual reports and the relevant documentation to the dispatched institutions of the CSRC which are located in the jurisdiction where the Company is located.
Article 12 The boards of directors and supervisors as well as the directors, supervisors and senior management of the Company acknowledge and undertake that the annual reports are authentic, accurate and complete without any false records, misleading statements or material omissions and they shall undertake any individual and joint liabilities in connection therewith.
If any director, supervisor, or senior officer disagrees with the contents of the annual reports or is unable to guarantee the authentication, accuracy or completeness of the annual reports, he/she shall represent the reasons separately.
Article 13 Where the information disclosure of the Companies that engage in some special industries is otherwise stipulated by the CSRC, such Companies shall comply with such stipulations.
Where the competent administrative departments have some provisions with regard to such information disclosure, the Companies shall comply with such provisions when they prepare and disclose the annual reports.
Chapter II Text of Annual Report
Section 1 Important representations, contents and definitions
Article 14 The Company shall publish an important representation on the head-page of the annual report as follows: the boards of directors and supervisors as well as the directors, supervisors and senior management of the Company acknowledge and undertake hereby that the annual reports are authentic, accurate and complete without any false records, misleading statements or material omissions and they shall undertake any individual and joint liabilities in connection therewith.
The Company shall represent the pre-arrangement plan of profit distribution or addition of equity shares through transfer of capital change during the reported period.
The chief of the Company, the chief in charge of accounting and the chief of accounting institution (accountant in charge) shall represent and undertake that the financial reports in the annual reports are authentic, accurate and complete.
If any director, supervisor, or senior officer disagrees with the contents of the annual reports or is unable to guarantee the authentication, accuracy or completeness of the annual reports, he/she shall represent that he/she cannot guarantee the authentication, accuracy or completeness of such reports for some reasons and please the investors for a special concern. Meanwhile, the Company shall separately list the names of the directors who are absent from the deliberation of the annual reports on the board meeting and the reasons thereof.
If an accounting firm for audit has provided the Company with a non-standard audit statement, it shall be stated in the representation that the so-and-so accounting firm has provided an audit statement with clean opinion, reservation opinion, adverse opinion or disclaimer of opinion with regard to the emphasized notes or other notes, the boards of the directors and supervisors have elaborated the relevant matters, please the investors read them.
If some perspective representations involved in future plans are stated in the annual reports with some warning representations, the Company shall represent that such plans will not constitute any essential promise to the investors, please the investors look to the investment risks.
Article 15 The Company shall, at the page following the contents of the annual reports, give straightaway explanations with regard to the terms and expressions that may cause some difficulties for the investors to understand or contain some special meanings.
In the contents of the annual reports, the title and page of every chapter or section shall be identified.
Article 16 The Company shall separately publish a representation with regard to any material risks following the contents of the annual report. The Company, when it describes the risks, shall focus on the operational conditions of the Company, disclose any material risks that may have adverse effects on the realization of the future development strategy and operational targets of the Company according to their importance, and as the case may be, disclose any measures that have been or to be taken.
Section 2 Brief introduction of the Company
Article 17 The Company shall disclose following contents:
1. Chinese name and for short, foreign name and abbreviation (if any) of the Company.
2. The legal representative of the Company.
3. The name, address, telephone number, fax number and e-mail address of the secretary of the Company's board of directors and the Company's securities affairs representative.
4. The registered address, office address and zip code, internet website and e-mail address of the Company.
5. The newspaper selected by the Company for information disclosure, the internet website designated by the CSRC for publishing the Company's annual reports and the site for placing the annual reports.
6. The exchange where the Company is listed, short share name and share code.
7. The change/changes of the Company's registration during the reported period, including but not limited to the date and place of registration, registration number of business license of legal entity, number of taxation registration and the organizational code; the Company shall provide an inquiry index concerned with the first registration and any changes of the primary business and the controlling shareholders from the listed date.
8. Other relevant information: the name and office address of the accounting firm employed by the Company and the name of the accountant who signs; the name and office address of the recommendation agency or financial consultant which is employed by the Company and shall execute a continuous supervision function during the reported period, the name of the recommendation representative or financial consultant in charge who signs and the period of continuous supervision.
Section 3 Summaries of accounting data and financial index
Article 18 The Company shall, in tabular form, provide the following main accounting data and financial indices in recent three years as of the end of the reported period, including but not limited to the total assets, operating revenues, net profit attributed to the shareholders of the listed Company, net profit attributed to the shareholders of the listed Company but excluding non-recurring gains and losses, net assets attributed to the shareholders of the listed Company, net quantity of cash flow from operating activities, return on equity and earnings per share.
For the Company that has issued CNY common shares and also issued the foreign capital shares listed in China and/or abroad, where the net profits that are calculated by different accounting standards are materially different from the net assets that are attributed to the shareholders of the listed Company, it shall disclose the differences and give the main reasons thereof.
When the Company discloses the"net profit attributed to the shareholders of the listed Company but excluding non-recurring gains and losses", it shall disclose the items and amounts of the non-recurring gains and losses during the reported period at the same time.
Article 19 The main accounting data and financial index of the Company shall be calculated and disclosed in accordance with following requirements:
1. Where a retroactive adjustment or restatement of the accounting data in previous years is made due to the revision of accounting policies or correction of accounting errors, the data both before and after the adjustment shall be simultaneously disclosed.
2. With regard to the determination and calculation of the non-recurring gains and losses, return on equity and earnings per share, if CSRC provides otherwise, the provisions shall be executed.
3. The Company that prepares a consolidated financial statement shall list or calculate the aforesaid data and indices with the data in the consolidated financial statement.
4. If the Company has existed for less than three years, it shall disclose the aforesaid accounting data and financial indices for the whole accounting years after its establishment.
5. The data shall be arranged in time order from left to right. The left are the data during the reported period and the right are those during the previous periods in sequence.
Section 4 Report of the board of directors
Article 20 The board of directors of the Company, in its report, shall provide some discussions and analyses with regard to the financial report, any other necessary statistics and any material matters occurring or about to occur during the reported period and may list the relevant matters in year-by-year comparison, data tables or other manners so as to help the investors understand its financial status, operating achievements and possible changes in the future.
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