Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.2 - Contents and Formats of Annual Report (Revised in 2014)
Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.2 - Contents and Formats of Annual Report (Revised in 2014)
Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.2 - Contents and Formats of Annual Report (Revised in 2014)
Announcement of the China Securities Regulatory Commission [2014] No.21
May 28, 2014
The Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.2 - Contents and Formats of Annual Report (Revised in 2014) are hereby announced for implementation as of the date of promulgation.
Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.2 - Contents and Formats of Annual Report (Revised in 2014)
Chapter I General Provisions
Article 1 In order to regulate the preparation of annual reports and information disclosure by listed companies and protect the lawful rights and interests of investors, the Standards for the Contents and Formats of Information Disclosure of Companies Publicly Issuing Securities No.2 - Contents and Formats of Annual Report (Revised in 2014) (hereinafter referred to as the "Standards") are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") 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 A joint stock company publicly issuing securities within the territory of the People's Republic of China and is listed on the main board (inclusive of the Small and Medium Enterprise 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 annual reports in accordance with the provisions of the Standards.
Article 3 The provisions of the Standards are to specify the minimum requirements for the Company to disclose information in its annual reports. The Company shall disclose the information that would have significant effects on investors' investment decisions. The Company is encouraged to disclose the information in a concise and accessible manner for investors with the medium and small investors in particular.
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 the relevant parts of its annual report by mutual reference so as to avoid unnecessary repetition and keep the text concise.
Article 5 The full texts of the Company's annual report shall be prepared and disclosed in accordance with the requirements of Chapter II of the Standards.
The summary of the Company's annual report shall be prepared and disclosed in the format of the appendix hereto in accordance with the requirements of Chapter III of the Standards.
Article 6 For the Company listed both on 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 the Standards, it 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 date.
The Company that issues domestically listed foreign-capital shares and the derivative securities and is listed on the stock exchange shall also prepare the foreign language versions of the annual report.
Article 7 The financial statements in the annual report of the Company shall be audited by an accounting firm that has the qualification to engage in the business related to securities and futures, and the auditors' report shall be signed by two certified public accountants of the said accounting firm.
Article 8 The Company shall prepare its annual report based on the following general requirements:
1. the numerals cited in the annual report shall be Arabic numerals and the amounts are generally expressed in RMB with the monetary unit of CNY, CNY'000, CNY'0,000, CNY' million or CNY'00 million, unless otherwise specified.
2. the Company may prepare the foreign language version of the annual report in accordance with the 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 or Russian) respectively. In case of any discrepancy in the understanding of the Chinese version and the foreign language version, the Chinese version shall prevail."
3. the cover of the annual report shall indicate the Company's Chinese name, the characters of "annual report", the year of 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 annual report shall be put at an eye-catching place.
4. the Company may prepare the 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 pictures of the products, services and business activities so as to enhance the readability of the report. When publishing any publicity photo or chart before the table of contents of the annual report, the Company shall not publish any congratulating, complimenting or recommending wording, or any fraudulent or misleading expression.
The Company shall prepare the annual report in compliance with the relevant provisions of CSRC concerning the classification of industries of listed companies. The Company may add other industrial classification data or materials to the disclosed information for reference.
Article 9 The Company shall, within four months after the end of each fiscal year, publish the full text of its annual report on the websites designated by the CSRC; and at the same time, publish the summary of the 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 annual reports on other media, but the publishing time shall not be earlier than the time of disclosure on the media designated by the CSRC.
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 Upon disclosure of the annual report, the Company shall keep the original copy of the same at its domicile for reference by its shareholders and the public.
Within ten working days upon disclosure of the annual report, the Company shall deliver the annual report and the relevant documentation to the dispatched office of the CSRC which are located in the jurisdiction where the Company's registered domicile is located.
Article 12 The board of directors, board of supervisors, directors, supervisors and senior officers of the Company shall guarantee that the contents of the annual report are authentic, accurate and complete without any false record, misleading statement or major omission, 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 authenticity, accuracy or completeness of the contents of the annual report, he or she shall give reasons separately.
Article 13 Where the information disclosure of the Company that engages in a special industry is otherwise stipulated by the CSRC, such Company shall observe such provisions.
The Company shall also prepare and disclose its annual report in compliance with the provisions (if any) of the competent industrial authority.
Chapter II Text of Annual Report
Section 1 Important Notes, Table of Contents and Interpretations
Article 14 The Company shall publish the following important notes on the title page of the annual report: the board of directors, board of supervisors, directors, supervisors and senior officers of the Company guarantee that the contents of the annual report are authentic, accurate and complete without any false record, misleading statement or major omission, and assume several and joint legal liabilities in connection therewith.
The Company shall present the advance plan for profit distribution or the advance plan for capitalizing the reserve fund within the reporting period, which has been deliberated 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 statements in the annual report are authentic, accurate and complete.
Where any director, supervisor or senior officer has any objection to or is unable to guarantee the authenticity, accuracy or completeness of the contents of the annual report, the Company shall state that ××× is unable to guarantee the authenticity, 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 annual report and reasons therefor shall be given separately.
If an accounting firm for audit has provided the Company with a non-standard audit statement, the important notes shall state: ××× accounting firm has issued to the Company an auditors' report containing unqualified opinions, qualified opinions, adverse opinions or disclaimer of opinions attached by the emphasis-of-matter paragraph or paragraph of other matters; the board of directors and board of supervisors of the Company have elaborated the relevant matters, and investors are requested to read them carefully.
Where the annual report involves such predictive statement as future plan as well as is accompanied with any relevant warning statement, it shall state such plan does 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 interpretations with regard to the terms that may cause difficulties for the investors to understand or contain specific meanings. Such interpretations shall be printed at the page immediately following the table of contents of the annual report.
The titles of all chapters and sections and their corresponding page numbers shall be indicated in the table of contents of the annual report.
Article 16 The Company shall separately publish an important note with regard to any material risk following the table of contents of the annual report. The Company, when it describes the risk factors, shall focus on the operational conditions of the Company, disclose any material risk 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 measure that has been or to be taken.
Section 2 Company Profile
Article 17 The Company shall disclose following information:
1. the Company's Chinese name and its abbreviation as well as foreign name and its abbreviation (if any);
2. the Company's legal representative;
3. the names, addresses, telephone numbers, fax numbers and e-mail addresses of the secretary of the Company's board of directors and the Company's securities affairs representative;
4. the Company's registered address, office address and postal code, website and e-mail address;
5. the name of the newspaper defined by the Company for information disclosure, website designated by CSRC for publication of the annual report and the place for keeping the Company's annual report;
6. the stock exchange on which Company is listed, stock abbreviation and stock code;
7. the registration status of the Company within the reporting period, including but not limited to the date and place of registration, registration number of the business license for corporate legal person, tax registration number and organization code; the Company shall provide an inquiry index concerned with the first registration and any change in the primary business and the controlling shareholders from the listing date; and
8. other relevant materials: 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 to perform the continuous supervision function within the reporting 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 Indicators
Article 18 The Company shall, in tabular form, provide the following main accounting data and financial indicators in recent three years as of the end of the reporting period, including but not limited to the total assets, operating income, net profits attributable to the shareholders of the listed company, net profits attributable to the shareholders of the listed Company after deduction of non-recurring gains and losses, net assets attributable to the shareholders of the listed Company, net cash flow from operating activities, rate of return on common stockholders' equity and earnings per share.
For the Company issuing RMB common shares and foreign capital shares listed in China and/or abroad, where the net profits that are calculated based on different accounting standards are materially different from the net assets attributable to the shareholders of the listed Company, it shall disclose in tabular form the differences and give the main reasons therefor.
When the Company discloses the "net profits attributable to the shareholders of the listed Company after deduction of non-recurring gains and losses", it shall disclose the items and amounts of the non-recurring gains and losses within the reporting period at the same time.
Article 19 The main accounting data and financial indicators of the Company shall be calculated and disclosed in accordance with following requirements:
1. where a retroactive adjustment to 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, rate of return on common stockholders' 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 indicators 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 indicators for the whole accounting years after its establishment; and
5. the data shall be arranged in time order from left to right. The left are the data within the reporting period and the right are those within the previous period 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 data in the financial report, other necessary statistics and material matters occurring or about to occur within the reporting 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 position, operating results and possible changes in the future. The Company shall observe the following principles when it discloses the report of the board of directors:
1. the disclosed contents shall be reliable and the quoted data or materials shall be based on authorized and complete sources. Any data or materials quoted from any third party shall have an authority with identified source.
2. the disclosed contents shall be fully and completely related to the decision, shall be focused on the execution of the important investment projects, acquisitions and reorganizations, projects under construction, research and development projects and talents construction within the reporting period and the future plans thereof and shall be helpful for the investors to understand the change trend of the Company in the future.
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