Administrative Measures for the Information Disclosure by Listed Companies
Administrative Measures for the Information Disclosure by Listed Companies
Administrative Measures for the Information Disclosure by Listed Companies
Order of the China Securities Regulatory Commission No. 182
March 18, 2021
The Administrative Measures for the Information Disclosure by Listed Companies, which were adopted upon deliberation at the third executive meeting of the China Securities Regulatory Commission in 2021 on March 4, 2021, are hereby promulgated and shall come into effect as of May 1, 2021.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Administrative Measures for the Information Disclosure by Listed Companies
Chapter I General Provisions
Article 1 These Measures are formulated in accordance with laws and administrative regulations including the Company Law of the People's Republic of China (hereinafter referred to as the “Company Law”) and the Securities Law of the People's Republic of China (hereinafter referred to as the “Securities Law”) with a view to regulating the information disclosure by listed companies and other information disclosure obligors, strengthening the management of information disclosure affairs and protecting the legitimate rights and interests of investors.
Article 2 Each information disclosure obligor shall comply with the provisions hereof when performing the information disclosure obligation. Where there are provisions otherwise prescribed by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on disclosure of information on initial public offering (“IPO”) and listing or issuance of securities by listed companies, such provisions shall prevail.
Article 3 Each information disclosure obligor shall promptly and legally perform the information disclosure obligation, and ensure that the information disclosed is authentic, accurate, complete, concise and distinct, straightforward and accessible without any false records, misleading statements or material omissions.
Information disclosed by an information disclosure obligor shall be concurrently disclosed to all relevant investors without being leaked to any entity or individual in advance, unless otherwise prescribed by laws and administrative regulations.
Prior to disclosure of any insider information in accordance with the law, no person with knowledge of or illegal access to the insider information may make public or leak such information or use such information for insider trading. No entity or individual may illegally require any information disclosure obligor to provide information that needs to be disclosed in accordance with the law but has not yet been disclosed.
In terms of the securities and derivatives thereof which are publicly issued and traded at home and abroad concurrently, information disclosed by the relevant information disclosure obligor in the overseas market shall be disclosed in the domestic market concurrently.
Article 4 The directors, supervisors and senior executives of a listed company shall perform their duties faithfully and diligently while ensuring the authenticity, accuracy and completeness of the information disclosed as well as the timeliness and fairness of information disclosure.
Article 5 In addition to the information that needs to be disclosed in accordance with the law, an information disclosure obligor may voluntarily disclose information related to investors’ value judging and investment decision-making, provided that it does not conflict with the information legally disclosed or mislead investors.
Information voluntarily disclosed by an information disclosure obligor shall be authentic, accurate and complete. Whoever voluntarily discloses information shall abide by the principle of fairness, and maintain the continuity and consistency of information disclosure without making selective disclosure.
No information disclosure obligor may use information that is voluntarily disclosed to exert undue influence on the trading price of any company's securities or derivatives thereof, or take advantage of voluntary information disclosure for any act in violation of laws or regulations, such as market manipulation.
Article 6 Any public commitment made by a listed company along with its controlling shareholder, actual controller, directors, supervisors and senior executives, etc., shall be disclosed.
Article 7 Information disclosure documents shall include periodic reports, ad hoc reports, prospectuses, offering circulars, listing announcements and acquisition reports.
Article 8 Information to be disclosed in accordance with the law shall be published on the stock exchange's website and via media that meet the conditions prescribed by the CSRC, and meanwhile, be made available at the listed company's domicile and the stock exchange for public inspection.
The full text of each information disclosure document shall be disclosed on the stock exchange's website and websites legally set up by newspapers and periodicals that meet the conditions prescribed by the CSRC, and the summary of each information disclosure document such as periodic report or acquisition report shall be disclosed on the stock exchange's website as well as newspapers and periodicals that meet the conditions prescribed by the CSRC.
No information disclosure obligor may adopt any of such forms as press release and media briefing as a substitute for the reporting or announcement obligation, or adopt the form of periodic report as a substitute for the ad hoc reporting obligation.
Article 9 An information disclosure obligor shall submit its drafted information disclosure announcement and relevant reference documents to the securities regulatory bureau at the place of registration of the listed company.
Article 10 Each information disclosure document shall be drafted in Chinese. Where a foreign language text is used concurrently, the information disclosure obligor shall ensure the consistency of the two texts. In the case of any discrepancy between the two texts, the Chinese text shall prevail.
Article 11 The CSRC shall, in accordance with the law, supervise and inspect information disclosure documents and announcements as well as information disclosure affairs management activities, and supervise and administer the information disclosure of information disclosure obligors.
The stock exchange shall supervise the information disclosure of listed companies and other information disclosure obligors, urge them to legally disclose information in a timely and accurate manner, and monitor the trading of securities and derivatives thereof in real time. Listing rules and other information disclosure rules formulated by the stock exchange shall be reported to the CSRC for approval.
Chapter II Periodic Report
Article 12 Periodic reports to be disclosed by a listed company shall include annual reports and interim reports. All information that has a significant impact on investors' value judging and investment decision-making shall be disclosed.
The financial accounting statement in an annual report shall be audited by an accounting firm that complies with the Securities Law.
Article 13 An annual report shall be fully prepared and disclosed within four months from the date of the end of each accounting year, while an interim report shall be fully prepared and disclosed within two months from the date of the end of the first half of each accounting year.
Article 14 An annual report shall set out the following contents:
1. basic information of the company;
2. main accounting data and financial indexes;
3. information on the issuance of and change in the company’s stocks and bonds, total stocks and bonds as well as total number of shareholders at the end of the reporting period, and information on the shareholdings of the company’s top ten shareholders;
4. information of shareholders holding five percent or more of the company’s shares, the controlling shareholder and actual controller;
5. information on post-holding, shareholding change and annual remunerations of directors, supervisors and senior executives;
6. report of the board of directors;
7. discussion and analysis of the management;
8. material events within the reporting period and impacts thereof on the company;
9. full text of the financial accounting statement and the audit report; and
10. other matters prescribed by the CSRC.
Article 15 An interim report shall set out the following contents:
1. basic information of the company;
2. main accounting data and financial indexes;
3. information on the issuance of and change in the company’s stocks and bonds, total number of shareholders, as well as information on the shareholdings of the company’s top ten shareholders, and on change in the controlling shareholder and actual controller;
4. discussion and analysis of the management;
5. material events such as major litigation and arbitration within the reporting period and impacts thereof on the company;
6. financial accounting statement; and
7. other matters prescribed by the CSRC.
Article 16 The contents of a periodic report shall be adopted upon deliberation by the listed company’s board of directors.
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Order of the China Securities Regulatory Commission No. 182
March 18, 2021
The Administrative Measures for the Information Disclosure by Listed Companies, which were adopted upon deliberation at the third executive meeting of the China Securities Regulatory Commission in 2021 on March 4, 2021, are hereby promulgated and shall come into effect as of May 1, 2021.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Administrative Measures for the Information Disclosure by Listed Companies
Chapter I General Provisions
Article 1 These Measures are formulated in accordance with laws and administrative regulations including the Company Law of the People's Republic of China (hereinafter referred to as the “Company Law”) and the Securities Law of the People's Republic of China (hereinafter referred to as the “Securities Law”) with a view to regulating the information disclosure by listed companies and other information disclosure obligors, strengthening the management of information disclosure affairs and protecting the legitimate rights and interests of investors.
Article 2 Each information disclosure obligor shall comply with the provisions hereof when performing the information disclosure obligation. Where there are provisions otherwise prescribed by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on disclosure of information on initial public offering (“IPO”) and listing or issuance of securities by listed companies, such provisions shall prevail.
Article 3 Each information disclosure obligor shall promptly and legally perform the information disclosure obligation, and ensure that the information disclosed is authentic, accurate, complete, concise and distinct, straightforward and accessible without any false records, misleading statements or material omissions.
Information disclosed by an information disclosure obligor shall be concurrently disclosed to all relevant investors without being leaked to any entity or individual in advance, unless otherwise prescribed by laws and administrative regulations.
Prior to disclosure of any insider information in accordance with the law, no person with knowledge of or illegal access to the insider information may make public or leak such information or use such information for insider trading. No entity or individual may illegally require any information disclosure obligor to provide information that needs to be disclosed in accordance with the law but has not yet been disclosed.
In terms of the securities and derivatives thereof which are publicly issued and traded at home and abroad concurrently, information disclosed by the relevant information disclosure obligor in the overseas market shall be disclosed in the domestic market concurrently.
Article 4 The directors, supervisors and senior executives of a listed company shall perform their duties faithfully and diligently while ensuring the authenticity, accuracy and completeness of the information disclosed as well as the timeliness and fairness of information disclosure.
Article 5 In addition to the information that needs to be disclosed in accordance with the law, an information disclosure obligor may voluntarily disclose information related to investors’ value judging and investment decision-making, provided that it does not conflict with the information legally disclosed or mislead investors.
Information voluntarily disclosed by an information disclosure obligor shall be authentic, accurate and complete. Whoever voluntarily discloses information shall abide by the principle of fairness, and maintain the continuity and consistency of information disclosure without making selective disclosure.
No information disclosure obligor may use information that is voluntarily disclosed to exert undue influence on the trading price of any company's securities or derivatives thereof, or take advantage of voluntary information disclosure for any act in violation of laws or regulations, such as market manipulation.
Article 6 Any public commitment made by a listed company along with its controlling shareholder, actual controller, directors, supervisors and senior executives, etc., shall be disclosed.
Article 7 Information disclosure documents shall include periodic reports, ad hoc reports, prospectuses, offering circulars, listing announcements and acquisition reports.
Article 8 Information to be disclosed in accordance with the law shall be published on the stock exchange's website and via media that meet the conditions prescribed by the CSRC, and meanwhile, be made available at the listed company's domicile and the stock exchange for public inspection.
The full text of each information disclosure document shall be disclosed on the stock exchange's website and websites legally set up by newspapers and periodicals that meet the conditions prescribed by the CSRC, and the summary of each information disclosure document such as periodic report or acquisition report shall be disclosed on the stock exchange's website as well as newspapers and periodicals that meet the conditions prescribed by the CSRC.
No information disclosure obligor may adopt any of such forms as press release and media briefing as a substitute for the reporting or announcement obligation, or adopt the form of periodic report as a substitute for the ad hoc reporting obligation.
Article 9 An information disclosure obligor shall submit its drafted information disclosure announcement and relevant reference documents to the securities regulatory bureau at the place of registration of the listed company.
Article 10 Each information disclosure document shall be drafted in Chinese. Where a foreign language text is used concurrently, the information disclosure obligor shall ensure the consistency of the two texts. In the case of any discrepancy between the two texts, the Chinese text shall prevail.
Article 11 The CSRC shall, in accordance with the law, supervise and inspect information disclosure documents and announcements as well as information disclosure affairs management activities, and supervise and administer the information disclosure of information disclosure obligors.
The stock exchange shall supervise the information disclosure of listed companies and other information disclosure obligors, urge them to legally disclose information in a timely and accurate manner, and monitor the trading of securities and derivatives thereof in real time. Listing rules and other information disclosure rules formulated by the stock exchange shall be reported to the CSRC for approval.
Chapter II Periodic Report
Article 12 Periodic reports to be disclosed by a listed company shall include annual reports and interim reports. All information that has a significant impact on investors' value judging and investment decision-making shall be disclosed.
The financial accounting statement in an annual report shall be audited by an accounting firm that complies with the Securities Law.
Article 13 An annual report shall be fully prepared and disclosed within four months from the date of the end of each accounting year, while an interim report shall be fully prepared and disclosed within two months from the date of the end of the first half of each accounting year.
Article 14 An annual report shall set out the following contents:
1. basic information of the company;
2. main accounting data and financial indexes;
3. information on the issuance of and change in the company’s stocks and bonds, total stocks and bonds as well as total number of shareholders at the end of the reporting period, and information on the shareholdings of the company’s top ten shareholders;
4. information of shareholders holding five percent or more of the company’s shares, the controlling shareholder and actual controller;
5. information on post-holding, shareholding change and annual remunerations of directors, supervisors and senior executives;
6. report of the board of directors;
7. discussion and analysis of the management;
8. material events within the reporting period and impacts thereof on the company;
9. full text of the financial accounting statement and the audit report; and
10. other matters prescribed by the CSRC.
Article 15 An interim report shall set out the following contents:
1. basic information of the company;
2. main accounting data and financial indexes;
3. information on the issuance of and change in the company’s stocks and bonds, total number of shareholders, as well as information on the shareholdings of the company’s top ten shareholders, and on change in the controlling shareholder and actual controller;
4. discussion and analysis of the management;
5. material events such as major litigation and arbitration within the reporting period and impacts thereof on the company;
6. financial accounting statement; and
7. other matters prescribed by the CSRC.
Article 16 The contents of a periodic report shall be adopted upon deliberation by the listed company’s board of directors.
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