Administrative Measures for Information Disclosure by Unlisted Public Companies (Amended in 2025)
Administrative Measures for Information Disclosure by Unlisted Public Companies (Amended in 2025)
Administrative Measures for Information Disclosure by Unlisted Public Companies (Amended in 2025)
Order of the China Securities Regulatory Commission No. 227
March 27, 2025
(Adopted at the fifth executive meeting of the China Securities Regulatory Commission on December 18, 2019; amended according to the Decision of the China Securities Regulatory Commission on Amending Certain Securities and Futures Regulations on June 11, 2021; amended according to the Decision of the China Securities Regulatory Commission on Amending the Administrative Measures for Information Disclosure by Unlisted Public Companies on October 30, 2021; and amended according to the Decision of the China Securities Regulatory Commission on Revising Certain Securities and Futures Rules on February 19, 2025)
Chapter I General Provisions
Article 1 The Measures are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Decision of the State Council on Issues concerning National Equities Exchange and Quotations, the Administrative Measures for the Supervision of Unlisted Public Companies (Order of the China Securities Regulatory Commission No.161) and other relevant laws and regulations in order to regularize the relevant information disclosure behaviors of unlisted public companies, protect investors' legitimate rights and interests, and maintain the market order and public interests.
Article 2 The Measures are applicable to the information disclosure behaviors in the forms of periodic and provisional reports by unlisted public companies of which shares are listed for public transfer on the National Equities Exchange and Quotations (the "NEEQ") ("NEEQ-listed Company(ies)").
Article 3 The information disclosed by NEEQ-listed Companies shall be truthful, accurate, complete, concise and clear, and popular and easy to understand without falsehood, misleading representation or major omission. The information disclosed in the external market by NEEQ-listed Companies that issue shares and other securities in the external market and are listed therein shall be disclosed simultaneously on the NEEQ.
Article 4 A differentiated information disclosure system for NEEQ-listed Companies shall be implemented in light of factors such as the development stage, publicness, and risk status of NEEQ-listed Companies, with the full consideration of investors' needs, and on the basis of the NEEQ's selection layer, innovation layer and basic layer.
Article 5 The directors, supervisors and senior officers of NEEQ-listed Companies shall perform their duties faithfully and diligently, and ensure the timely and fair information disclosure by NEEQ-listed Companies and the truthfulness, accuracy and completeness of the information disclosed.
Article 6 No person with knowledge of insider information shall make public or divulge such information or utilize such information to conduct trading prior to disclosure of such information in accordance with the law.
Article 7 The information disclosed by NEEQ-listed Companies according to the law shall be released on an information disclosure platform that complies with the provisions of the Securities Law. The time for releasing information by NEEQ-listed Companies via their websites or other public media may not be earlier than that on the aforesaid information disclosure platform.
NEEQ-listed Companies shall simultaneously keep the information disclosed in their domiciles and on the NEEQ for public inspection.
Information disclosure documents shall be in Chinese. If a foreign language is used together with Chinese, NEEQ-listed Companies shall ensure the consistency of the two texts. If there is any inconsistency between the two texts, the Chinese text shall prevail.
Article 8 The China Securities Regulatory Commission (the "CSRC") will supervise and administrate the behaviors of the parties involved in the information disclosure by NEEQ-listed Companies in accordance with the Securities Law and other laws and regulations as well as the Measures, and may implement the classified supervision and administration of the information disclosure by NEEQ-listed Companies in light of the market hierarchy.
National Equities Exchange and Quotations Co., Ltd. ("NEEQ Company") shall carry out the self-discipline management of the relevant information disclosure behaviors by NEEQ-listed Companies, strengthen the supervision enquiry, and supervise and urge NEEQ-listed Companies to disclose information timely and accurately.
Article 9 In addition to the information that needs to be disclosed according to the law or in accordance with the Measures and the relevant self-discipline rules, NEEQ-listed Companies can voluntarily disclose the information relating to the value judgments and investment decisions made by investors; however, such information may not contradict with the information disclosed according to the law or in accordance with the Measures and the relevant self-discipline rules, or mislead investors.
NEEQ-listed Companies shall maintain the continuity and consistency of information disclosure, and avoid selective disclosure, and may not improperly affect the trading prices of their shares and other securities by using the information disclosed voluntarily. Where the information under voluntary disclosure has a certain predictive nature, the basis for prediction shall be clarified and the possible uncertainties and risks shall be presented.
Article 10 If certain information provided in the Measures is indeed inconvenient to be disclosed due to such special reasons as state secrets and trade secrets, NEEQ-listed Companies may not disclose it, but shall give the reason for failing to disclose the information as required in the relevant periodic and provisional reports. Where the CSRC and NEEQ Company believe that the disclosure is necessary, NEEQ-listed Companies shall disclose the information.
Chapter II Periodic Report
Article 11 Periodic reports of NEEQ-listed Companies include annual reports, interim reports and quarterly reports. Any information that has a significant impact on investors' investment decisions shall be disclosed in periodic reports.
The financial accounting reports in the annual reports shall be audited by accounting firms that conform to the provisions of the Securities Law
Article 12 The annual report and the interim report shall be prepared and disclosed within four months of the end of each fiscal year and within two months of the end of the first half of each fiscal year, respectively.
Article 13 The annual reports of a NEEQ-listed Company shall include:
(1) the basic information of the company;
(2) the major accounting data and financial indicators;
(3) the management's discussion and analysis;
(4) the issuance and changes of the company's shares and bonds, the total number of shares and bonds and the total number of shareholders at the end of the reporting period, and the shareholdings of the top ten shareholders of the company;
(5) the information on controlling shareholders and actual controllers;
(6) the positions and shareholdings of directors, supervisors, senior officers and core staff;
(7) the material events that occur during the reporting period and their impact on the company;
(8) the use of funds raised by the company (if any);
(9) the profit distribution;
(10) the corporate governance and internal control;
(11) the full text of the financial accounting report and the auditors' report; and
(12) other matters stipulated by the CSRC.
Article 14 The interim reports of a NEEQ-listed Company shall include:
(1) the basic information of the company;
(2) the major accounting data and financial indicators;
(3) the issuance and changes of the company's shares and bonds, the total number of shareholders at the end of the reporting period, and the shareholdings of the top ten shareholders of the company;
(4) the changes in controlling shareholders and actual controllers;
(5) the material events such as significant lawsuits and arbitrations during the reporting period and their impact on the company;
(6) the use of funds raised by the company (if any);
(7) the financial accounting report; and
(8) other matters stipulated by the CSRC.
Article 15 Where any NEEQ-listed Company hold shares with a special voting right, it is required to disclose in its annual report the holding of and changes in the shares with the special voting right and the implementation of protection measures for the legitimate rights and interests of the relevant investors.
Article 16 Where the cumulative voting system and online voting arrangement are adopted at the shareholders' meeting of a NEEQ-listed Company, the implementation of the cumulative voting system and online voting arrangement shall be disclosed in its annual report.
Article 17 The directors and senior officers of NEEQ-listed Companies shall sign the written confirmation opinions on the periodic report.
The board of supervisors shall review the periodic report prepared by the board of directors and give written review opinions thereon, stating whether the preparation and review procedures of the board of directors are in compliance with laws, administrative regulations and the requirements of the CSRC and NEEQ Company, and whether the report content has reflected the actual situation of the NEEQ-listed Company in a true, accurate and complete way.
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Order of the China Securities Regulatory Commission No. 227
March 27, 2025
(Adopted at the fifth executive meeting of the China Securities Regulatory Commission on December 18, 2019; amended according to the Decision of the China Securities Regulatory Commission on Amending Certain Securities and Futures Regulations on June 11, 2021; amended according to the Decision of the China Securities Regulatory Commission on Amending the Administrative Measures for Information Disclosure by Unlisted Public Companies on October 30, 2021; and amended according to the Decision of the China Securities Regulatory Commission on Revising Certain Securities and Futures Rules on February 19, 2025)
Chapter I General Provisions
Article 1 The Measures are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Decision of the State Council on Issues concerning National Equities Exchange and Quotations, the Administrative Measures for the Supervision of Unlisted Public Companies (Order of the China Securities Regulatory Commission No.161) and other relevant laws and regulations in order to regularize the relevant information disclosure behaviors of unlisted public companies, protect investors' legitimate rights and interests, and maintain the market order and public interests.
Article 2 The Measures are applicable to the information disclosure behaviors in the forms of periodic and provisional reports by unlisted public companies of which shares are listed for public transfer on the National Equities Exchange and Quotations (the "NEEQ") ("NEEQ-listed Company(ies)").
Article 3 The information disclosed by NEEQ-listed Companies shall be truthful, accurate, complete, concise and clear, and popular and easy to understand without falsehood, misleading representation or major omission. The information disclosed in the external market by NEEQ-listed Companies that issue shares and other securities in the external market and are listed therein shall be disclosed simultaneously on the NEEQ.
Article 4 A differentiated information disclosure system for NEEQ-listed Companies shall be implemented in light of factors such as the development stage, publicness, and risk status of NEEQ-listed Companies, with the full consideration of investors' needs, and on the basis of the NEEQ's selection layer, innovation layer and basic layer.
Article 5 The directors, supervisors and senior officers of NEEQ-listed Companies shall perform their duties faithfully and diligently, and ensure the timely and fair information disclosure by NEEQ-listed Companies and the truthfulness, accuracy and completeness of the information disclosed.
Article 6 No person with knowledge of insider information shall make public or divulge such information or utilize such information to conduct trading prior to disclosure of such information in accordance with the law.
Article 7 The information disclosed by NEEQ-listed Companies according to the law shall be released on an information disclosure platform that complies with the provisions of the Securities Law. The time for releasing information by NEEQ-listed Companies via their websites or other public media may not be earlier than that on the aforesaid information disclosure platform.
NEEQ-listed Companies shall simultaneously keep the information disclosed in their domiciles and on the NEEQ for public inspection.
Information disclosure documents shall be in Chinese. If a foreign language is used together with Chinese, NEEQ-listed Companies shall ensure the consistency of the two texts. If there is any inconsistency between the two texts, the Chinese text shall prevail.
Article 8 The China Securities Regulatory Commission (the "CSRC") will supervise and administrate the behaviors of the parties involved in the information disclosure by NEEQ-listed Companies in accordance with the Securities Law and other laws and regulations as well as the Measures, and may implement the classified supervision and administration of the information disclosure by NEEQ-listed Companies in light of the market hierarchy.
National Equities Exchange and Quotations Co., Ltd. ("NEEQ Company") shall carry out the self-discipline management of the relevant information disclosure behaviors by NEEQ-listed Companies, strengthen the supervision enquiry, and supervise and urge NEEQ-listed Companies to disclose information timely and accurately.
Article 9 In addition to the information that needs to be disclosed according to the law or in accordance with the Measures and the relevant self-discipline rules, NEEQ-listed Companies can voluntarily disclose the information relating to the value judgments and investment decisions made by investors; however, such information may not contradict with the information disclosed according to the law or in accordance with the Measures and the relevant self-discipline rules, or mislead investors.
NEEQ-listed Companies shall maintain the continuity and consistency of information disclosure, and avoid selective disclosure, and may not improperly affect the trading prices of their shares and other securities by using the information disclosed voluntarily. Where the information under voluntary disclosure has a certain predictive nature, the basis for prediction shall be clarified and the possible uncertainties and risks shall be presented.
Article 10 If certain information provided in the Measures is indeed inconvenient to be disclosed due to such special reasons as state secrets and trade secrets, NEEQ-listed Companies may not disclose it, but shall give the reason for failing to disclose the information as required in the relevant periodic and provisional reports. Where the CSRC and NEEQ Company believe that the disclosure is necessary, NEEQ-listed Companies shall disclose the information.
Chapter II Periodic Report
Article 11 Periodic reports of NEEQ-listed Companies include annual reports, interim reports and quarterly reports. Any information that has a significant impact on investors' investment decisions shall be disclosed in periodic reports.
The financial accounting reports in the annual reports shall be audited by accounting firms that conform to the provisions of the Securities Law
Article 12 The annual report and the interim report shall be prepared and disclosed within four months of the end of each fiscal year and within two months of the end of the first half of each fiscal year, respectively.
Article 13 The annual reports of a NEEQ-listed Company shall include:
(1) the basic information of the company;
(2) the major accounting data and financial indicators;
(3) the management's discussion and analysis;
(4) the issuance and changes of the company's shares and bonds, the total number of shares and bonds and the total number of shareholders at the end of the reporting period, and the shareholdings of the top ten shareholders of the company;
(5) the information on controlling shareholders and actual controllers;
(6) the positions and shareholdings of directors, supervisors, senior officers and core staff;
(7) the material events that occur during the reporting period and their impact on the company;
(8) the use of funds raised by the company (if any);
(9) the profit distribution;
(10) the corporate governance and internal control;
(11) the full text of the financial accounting report and the auditors' report; and
(12) other matters stipulated by the CSRC.
Article 14 The interim reports of a NEEQ-listed Company shall include:
(1) the basic information of the company;
(2) the major accounting data and financial indicators;
(3) the issuance and changes of the company's shares and bonds, the total number of shareholders at the end of the reporting period, and the shareholdings of the top ten shareholders of the company;
(4) the changes in controlling shareholders and actual controllers;
(5) the material events such as significant lawsuits and arbitrations during the reporting period and their impact on the company;
(6) the use of funds raised by the company (if any);
(7) the financial accounting report; and
(8) other matters stipulated by the CSRC.
Article 15 Where any NEEQ-listed Company hold shares with a special voting right, it is required to disclose in its annual report the holding of and changes in the shares with the special voting right and the implementation of protection measures for the legitimate rights and interests of the relevant investors.
Article 16 Where the cumulative voting system and online voting arrangement are adopted at the shareholders' meeting of a NEEQ-listed Company, the implementation of the cumulative voting system and online voting arrangement shall be disclosed in its annual report.
Article 17 The directors and senior officers of NEEQ-listed Companies shall sign the written confirmation opinions on the periodic report.
The board of supervisors shall review the periodic report prepared by the board of directors and give written review opinions thereon, stating whether the preparation and review procedures of the board of directors are in compliance with laws, administrative regulations and the requirements of the CSRC and NEEQ Company, and whether the report content has reflected the actual situation of the NEEQ-listed Company in a true, accurate and complete way.
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