Announcement of the China Securities Regulatory Commission [2013] No.23: Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.3--Contents and Formats of Semi-Annual Report (Revised in 2013) and Rules for the Information Disclosure and Compilation of Companies Publicly Issuing Securities No.13--Special Provisions on Contents and Formats of Quarterly Report (Revised in 2013)
Announcement of the China Securities Regulatory Commission [2013] No.23: Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.3--Contents and Formats of Semi-Annual Report (Revised in 2013) and Rules for the Information Disclosure and Compilation of Companies Publicly Issuing Securities No.13--Special Provisions on Contents and Formats of Quarterly Report (Revised in 2013)
Announcement of the China Securities Regulatory Commission [2013] No.23: Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.3--Contents and Formats of Semi-Annual Report (Revised in 2013) and Rules for the Information Disclosure and Compilation of Companies Publicly Issuing Securities No.13--Special Provisions on Contents and Formats of Quarterly Report (Revised in 2013)
Announcement of the China Securities Regulatory Commission [2013] No.23
April 15, 2013
Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.3--Contents and Formats of Semi-Annual Report (Revised in 2007) and Rules on the Compilation and Reporting of Information Disclosure by Companies that Publicly Offer Securities No.13--Special Provisions for Contents and Formats of Quarterly Report (Revised in 2007) are revised and hereby re-published for implementation as of the date of publication.
Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.3--Contents and Formats of Semi-Annual Report (Revised in 2013)
Chapter I General Provisions
Article 1 In order to standardize the preparation of semi-annual reports and information disclosure of listed companies and protect the lawful rights and interests of investors, Announcement of the China Securities Regulatory Commission[2013] No.23: Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.3--Contents and Formats of Semi-Annual Report (Revised in 2013) (hereinafter referred to as "these Standards") are formulated in accordance with the Company Law, the Securities Law and other laws and regulations as well as relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
Article 2 Semi-annual reports are a type of interim reports. A joint stock company that publicly offers securities within the territory of the People's Republic of China and is listed on the main board (inclusive of the SME board) of a stock exchange in accordance with the Company Law and the Securities Law (hereinafter referred to as the "Company") shall prepare and disclose semi-annual reports in accordance with the provisions of these Standards.
Article 3 The previsions of these Standards are to specify the minimum requirements for the Company to disclose information in its semi-annual reports. The Company shall disclose the information that would have significant impact on investors' investment decisions.
Article 4 Under the premise of not affecting the completeness of the disclosed information or causing reading difficulties, the Company may conduct reasonable technical treatment on relevant parts of its semi-annual report by mutual reference so as to avoid unnecessary repetition and keep the text concise.
Article 5 The full text of the Company's semi-annual report shall be prepared and disclosed in accordance with the requirements of Chapter II of these Standards. The summary of the semi-annual report shall be prepared and disclosed in the format of appendix in accordance with the requirements of Chapter III of these Standards.
The reporting period of a semi-annual report refers to the period from the beginning of a year to the end of the half of the year.
Article 6 For the Company listed both in domestic and overseas securities market, if the requirements of the overseas securities market for the preparation and disclosure of semi-annual reports are different from these Standards, the Company 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 on the same day.
The Company that offers domestic listed foreign-capital stock and derivative securities and is listed at the stock exchange shall also prepare the semi-annual report in a foreign language.
Article 7 The financial statement in the Company's semi-annual reports may not necessarily be audited, unless otherwise provided by the CSRC and the stock exchange.
Article 8 The Company shall prepare its semi-annual report based on the following general requirements:
1. The numerals quoted in the semi-annual report shall be Arabic numerals. Unless otherwise specified, the currency amount shall be the CNY amount with a unit of Yuan, thousand Yuan, ten thousand Yuan, million Yuan or hundred million Yuan.
2. The Company may prepare the foreign language version of the semi-annual report in accordance with relevant provisions or other requirements, but it shall endeavor to guarantee the consistency between the Chinese version and the foreign language version and indicate in the foreign language version: "This Report is prepared in Chinese and English (or Japanese, French, Russian) respectively. In the case of any difference in the understanding of the Chinese version and the foreign language version, the Chinese version shall prevail."
3. The cover of the semi-annual report shall indicate the Company's name, the characters of "semi-annual report", the reporting period, and may also indicate the foreign language name, badge or any other mark or logo of the Company. Table of contents of the semi-annual report shall be put at an eye-catching place.
4. The Company may prepare the semi-annual report with excellent pictures and texts and provide auxiliary explanation by using bar charts, pie charts and other statistical charts and tables and necessary products, services and business activity pictures so as to enhance the readability of the report. When publishing any propaganda photos or charts before the table of contents of the semi-annual report, the Company shall publish neither greeting, complimenting or recommending wordings, nor any fraudulent or misleading expressions.
5. The Company shall prepare the semi-annual report in compliance with the relevant provisions of CSRC concerning the classification of industries of listed companies. The Company may increase other industrial classification data or materials to the disclosed information for reference.
Article 9 The Company shall, within two months after the end of the first half of each fiscal year, publish the full text of its semi-annual report on the websites designated by the CSRC; and at the same time, publish the summary of the semi-annual report on at least one of the newspapers designated by CSRC, with the publication length not exceeding the page by one fourth in principle, or on the websites designated by CSRC.
The Company may publish its semi-annual report on other media, but not earlier than the time of disclosure on the media designated by CSRC.
Article 10 Upon disclosure of any semi-annual report, the Company shall keep the original copy of the semi-annual report at its domicile for reference by its shareholders and the public.
Article 11 The board of directors, board of supervisors, directors, supervisors and senior officers of the Company shall guarantee that the contents of the semi-annual report are truthful, accurate and complete without any false records, misleading statements or major omissions, and assume several and joint legal liabilities in connection therewith.
Where any director, supervisor or senior officer has any objection to or is unable to guarantee the truthfulness, accuracy or completeness of the contents of the semi-annual report, he or she shall give reasons and express opinions separately.
Article 12 The Company in a special industry shall also comply with the special provisions of the CSRC on information disclosure in such industry, if any.
The Company shall also prepare and disclose its semi-annual report in compliance with the special provisions of the industrial competent authority, if any.
Chapter II Text of Semi-annual Report
Section 1 Important Notes, Table of Contents and Definitions
Article 13 The Company shall publish the following important notes on title page of the semi-annual report: The board of directors, board of supervisors, directors, supervisors and senior officers of the Company shall guarantee that the contents of the semi-annual report are truthful, accurate and complete without any false records, misleading statements or major omissions, and assume several and joint legal liabilities in connection therewith.
Where any director, supervisor or senior officer has any objection to or is unable to guarantee the truthfulness, accuracy or completeness of the contents of the semi-annual report, the Company shall state, on the title page of the semi-annual report, ××× is unable to guarantee the truthfulness, accuracy and completeness of the contents of the report, and give reasons and draw the special attention of investors. Additionally, names of directors failing to attend the meeting of the board of directors for review of the semi-annual report and reasons thereof shall be given separately.
The Company shall present the semi-annual profit distribution plan or plan for capitalizing the reserve fund within the reporting period, which has been reviewed by the board of directors.
The person in charge of the Company, the person in charge of accounting and the person in charge of the accounting institution (accountant in charge) shall declare and guarantee that the financial statement in the semi-annual report is truthful, accurate and complete.
Article 14 Where the semi-annual financial report has been audited, on which a non-standard audit report has been issued, the important notes shall state: ××× accounting firm has issued to the Company, an audit report containing unqualified opinions, qualified opinions, adverse opinions or disclaimer of opinions attached by emphasized or other notes; the board of directors and board of supervisors of the Company have elaborated relevant matters, and investors are requested to read them carefully.
Where the semi-annual report involves such predictive declaration as future plan as well as is accompanied with any relevant warning declaration, it shall state such plans do not constitute the commitment of the Company on any investor and investors shall pay attention to the investment risk.
Article 15 The Company shall give clear and straightaway explanations with regard to the definitions that may cause difficulties for the investors to understand or contain particular meanings.
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