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 2014)
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 2014)
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 2014)
Announcement of the China Securities Regulatory Commission [2014] No.22
May 28, 2014
The 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 2014) are announced for implementation as of the date of promulgation.
Chapter I General Provisions
Article 1 In order to regulate the preparation of semi-annual reports and information disclosure of 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.3 - Contents and Formats of Semi-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 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 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 semi-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 semi-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 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 the Standards. The summary of the semi-annual report shall be prepared and disclosed in the format of appendix hereto in accordance with the requirements of Chapter III of the 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 on domestic and foreign stock exchanges at the same time, if the preparation and disclosure requirements for semi-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 semi-annual reports on the same date.
The Company that issues domestically listed foreign-capital shares and derivative securities and is listed on the stock exchange shall also prepare the foreign language versions of the semi-annual report.
Article 7 The financial statements in the Company's semi-annual report 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 cited in the semi-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 semi-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 semi-annual report shall indicate the Company's Chinese 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 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 semi-annual report, the Company shall not publish any congratulating, complimenting or recommending wording, or any fraudulent or misleading expression.
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 add 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 the publishing time shall not be 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 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 semi-annual report, he or she shall give reasons separately.
Article 12 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 semi-annual report in compliance with the provisions (if any) of the competent industrial authority.
Chapter II Text of Semi-annual Report
Section 1 Important Notes, Table of Contents and Interpretations
Article 13 The Company shall publish the following important notes on the title page of the semi-annual report: the board of directors, board of supervisors, directors, supervisors and senior officers of the Company guarantee that the contents of the semi-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 semi-annual report, the Company shall state, on the title page of the semi-annual report, ××× 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 semi-annual report and reasons therefor shall be given separately.
The Company shall present the advance plan for semi-annual 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 semi-annual report are authentic, 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 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 semi-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.
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