Administrative Measures for Information Disclosure by Listed Companies
Administrative Measures for Information Disclosure by Listed Companies
Administrative Measures for Information Disclosure by Listed Companies
Order of the China Securities Regulatory Commission No. 226
March 26, 2025
The Administrative Measures for Information Disclosure by Listed Companies, which were adopted upon deliberation at the second executive meeting of the China Securities Regulatory Commission in 2025 on February 28, 2025, are hereby promulgated and shall come into effect on July 1, 2025.
Wu Qing, Chairman
Attachment 1: Administrative Measures for Information Disclosure by Listed Companies
Chapter I General Provisions
Article 1 The Administrative Measures for Information Disclosure by Listed Companies (hereinafter referred to as the "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") in order to standardize the information disclosure by listed companies and other information disclosure obligors, strengthen the management of information disclosure affairs, and protect the legitimate rights and interests of investors.
Article 2 Each information disclosure obligor shall observe the provisions hereof when performing their information disclosure obligation. Where there are provisions otherwise prescribed by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the disclosure of information on initial public offerings ("IPOs") and the issuance of securities by listed companies, such provisions shall prevail.
Article 3 Each information disclosure obligor shall promptly and legally perform their information disclosure obligation, and ensure that the information disclosed is authentic, accurate, complete, concise, 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 an 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.
Information disclosure obligors who defer or are exempt from disclosing information shall abide by laws, administrative regulations, and the provisions of the CSRC.
Article 4 The directors 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 other act in violation of laws or regulations, such as market manipulation.
Article 6 Any public commitment made by a listed company along with its actual controller, shareholders, related parties, directors, senior executives, acquirers, parties involved in asset transactions, investors involved in bankruptcy reorganization, and other relevant parties shall be promptly disclosed and fully fulfilled.
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 required reporting or announcement obligation, or adopt the form of periodic report as a substitute for the required ad hoc reporting obligation.
During non-trading hours, listed companies and the relevant information disclosure obligors may release major information externally if necessary, provided that they shall disclose the relevant announcements prior to the start of the next trading session.
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 by information disclosure obligors.
The stock exchange shall supervise the information disclosure by 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 the 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 Reports
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 of the end of each accounting year, while an interim report shall be fully prepared and disclosed within two months of the end of the first half of each accounting year.
Article 14 An annual report shall set out the following content:
(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 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 content:
(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 changes 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 Listed companies shall fully disclose risk factors that may have a significant adverse impact on their core competitiveness, business activities, and future development.
Companies that were not profitable at the time of listing and remain unprofitable after listing shall fully disclose the reasons for the lack of profitability and its impact on their cash flows, business expansion, talent attraction, team stability, research and development investment, strategic investment, and the sustainability of production and operations.
Listed companies shall, in combination with the characteristics of their industries, fully disclose industry information related to their business and operational information, and specifically disclose information on their technology, industries, business formats, and other aspects that reflect industry competitiveness to facilitate reasonable decision-making by investors.
Article 17 The content 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. 226
March 26, 2025
The Administrative Measures for Information Disclosure by Listed Companies, which were adopted upon deliberation at the second executive meeting of the China Securities Regulatory Commission in 2025 on February 28, 2025, are hereby promulgated and shall come into effect on July 1, 2025.
Wu Qing, Chairman
Attachment 1: Administrative Measures for Information Disclosure by Listed Companies
Chapter I General Provisions
Article 1 The Administrative Measures for Information Disclosure by Listed Companies (hereinafter referred to as the "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") in order to standardize the information disclosure by listed companies and other information disclosure obligors, strengthen the management of information disclosure affairs, and protect the legitimate rights and interests of investors.
Article 2 Each information disclosure obligor shall observe the provisions hereof when performing their information disclosure obligation. Where there are provisions otherwise prescribed by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on the disclosure of information on initial public offerings ("IPOs") and the issuance of securities by listed companies, such provisions shall prevail.
Article 3 Each information disclosure obligor shall promptly and legally perform their information disclosure obligation, and ensure that the information disclosed is authentic, accurate, complete, concise, 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 an 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.
Information disclosure obligors who defer or are exempt from disclosing information shall abide by laws, administrative regulations, and the provisions of the CSRC.
Article 4 The directors 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 other act in violation of laws or regulations, such as market manipulation.
Article 6 Any public commitment made by a listed company along with its actual controller, shareholders, related parties, directors, senior executives, acquirers, parties involved in asset transactions, investors involved in bankruptcy reorganization, and other relevant parties shall be promptly disclosed and fully fulfilled.
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 required reporting or announcement obligation, or adopt the form of periodic report as a substitute for the required ad hoc reporting obligation.
During non-trading hours, listed companies and the relevant information disclosure obligors may release major information externally if necessary, provided that they shall disclose the relevant announcements prior to the start of the next trading session.
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 by information disclosure obligors.
The stock exchange shall supervise the information disclosure by 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 the 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 Reports
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 of the end of each accounting year, while an interim report shall be fully prepared and disclosed within two months of the end of the first half of each accounting year.
Article 14 An annual report shall set out the following content:
(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 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 content:
(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 changes 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 Listed companies shall fully disclose risk factors that may have a significant adverse impact on their core competitiveness, business activities, and future development.
Companies that were not profitable at the time of listing and remain unprofitable after listing shall fully disclose the reasons for the lack of profitability and its impact on their cash flows, business expansion, talent attraction, team stability, research and development investment, strategic investment, and the sustainability of production and operations.
Listed companies shall, in combination with the characteristics of their industries, fully disclose industry information related to their business and operational information, and specifically disclose information on their technology, industries, business formats, and other aspects that reflect industry competitiveness to facilitate reasonable decision-making by investors.
Article 17 The content of a periodic report shall be adopted upon deliberation by the listed company's board of directors.
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