(1June 1993 1O)
Chapter I General Principles
Article 1 These Detailed Rules are formulated in accordance with the Interim Regulations on the Administration of Stock Issuance and Trading (hereinafter referred to as the Regulations) and the Supervision Opinions on Information Disclosure of Listed Companies of Joint Stock Limited Companies.
Article 2 China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission) shall, in accordance with the provisions of laws and regulations, supervise companies that publicly issue shares to disclose information in accordance with the requirements of laws and regulations.
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The prospectus of all companies offering shares publicly in People's Republic of China (PRC) must be registered with the China Securities Regulatory Commission. All companies registered with the China Securities Regulatory Commission for public offering of shares must disclose information in accordance with the requirements of these Detailed Rules.
In addition to the provisions of the preceding paragraph, these rules also apply to legal persons who hold more than 5% of the issued common stock of a company and legal persons who acquire listed companies.
Article 4 When a joint stock limited company publicly issues shares and trades on a stock exchange, the information that must be publicly disclosed includes (but is not limited to):
(a) the prospectus;
(2) a listing announcement.
(3) Periodic reports, including: annual reports and interim reports;
(4) Interim report, including: announcement of major events and announcement of acquisition and merger.
The publicly disclosed information shall be expressed in Chinese; A company that issues B shares shall publicly disclose information and, if necessary, express it in English. In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail.
Article 5 All promoters or directors of the company must ensure that there are no false, seriously misleading statements or major omissions in the contents of the publicly disclosed documents, and shall be jointly and severally liable for their guarantee.
Public disclosure documents involving financial accounting, law, asset appraisal and other matters shall be audited by accounting firms, law firms, asset appraisal institutions and other professional intermediaries with securities business qualifications, and opinions shall be issued. Professional intermediaries and personnel must ensure that there are no false, seriously misleading statements or major omissions in the contents of the documents they review, and bear corresponding legal responsibilities.
Securities institutions underwriting stocks must carefully check the authenticity, accuracy and completeness of the contents of the prospectus. Ensure that there are no false, seriously misleading statements or major omissions in the contents of the documents audited by them, and bear corresponding legal responsibilities for them.
Chapter II Prospectus and Listing Announcement
Article 6
When issuing shares, a joint stock limited company shall prepare a prospectus in accordance with Article 15 of the Stock Regulations and disclose relevant information to the public. When its shares are allowed to be listed on the stock exchange, the listed company shall prepare a listing announcement and publicly disclose relevant information to the public.
For the specific contents and formats of the prospectus, please refer to the Standards for Contents and Formats of Information Disclosure of Public Stock CompaniesNo. 1 (hereinafter referred to as the Standards). ..
Article 7
A company that publicly issues shares shall, after preparing the prospectus, submit the signed prospectus and the summary of the prospectus (see the Guidelines 1 for details) together with other issuance application documents to the local provincial or municipal government or the competent department of central enterprises. After the above-mentioned documents are approved by the above-mentioned departments, twelve copies shall be submitted to the CSRC for review. After the public offering of shares is approved, the issuer and its lead underwriter shall, within two to five working days before the start of the underwriting period, publish an abstract of the prospectus in at least one national newspaper designated by the China Securities Regulatory Commission (about 10,000 words, with a full page for the newspaper), and place the prospectus at the issuer's company, the stock exchange to be listed and traded, the underwriting institution and the sales outlets for public inspection, post the full text at the sales outlets, and submit 10 to the China Securities Regulatory Commission for the record and record.
Article 8
After the application for public offering of shares is approved, before the expiration of the prospectus, the issuer and its lead underwriter have the responsibility to make corresponding amendments to the prospectus in case of misleading events. Any modification of the prospectus (including the summary of the prospectus) audited by the China Securities Regulatory Commission must be reported to the China Securities Regulatory Commission for review before the prospectus (including the summary of the prospectus) is publicly issued.
Article 9 The contents of the listing announcement prepared by a company shall conform to the items listed in Article 34 of the Stock Regulations and the relevant requirements of the Listing Rules of the stock exchange that approved its listing.
If the listing announcement contains financial and accounting information, the reporting date of the balance sheet, income statement and other prescribed statements shall not exceed 180 days from the first day of listing, and the profit forecast period shall not be less than 90 days from the first day of listing.
Article 10
If the date from the end of issuance to the first day of listing does not exceed 90 days, or the prospectus has not expired, the issuer may prepare a brief listing announcement. A brief listing announcement shall include the contents of Items (1), (2) and (3) of Article 34 of the Stock Regulations, and indicate the time when the prospectus of the company to issue such shares was published, and the newspapers and editions published. However, during this period, the issuer and its listing recommenders have the obligation to make an explanation if there are major changes in the items omitted due to the preparation of the brief listing announcement.
If it is more than 90 days from the end date of issuance to the first day of listing, and the prospectus has expired, the listing announcement of the issuer shall include all the contents of Article 34 of the Stock Regulations.
The issuer shall, within three working days of the first day of listing, publish the full text or abstract of the listing announcement in at least one national newspaper designated by the China Securities Regulatory Commission, and place the listing announcement at the issuer's location, the securities trading place to be listed, the relevant securities operating institutions and their business outlets for public inspection, and submit ten copies to the China Securities Regulatory Commission for public inspection.
Article 11
During the period of public offering of shares, the information related to the issuance, such as the lottery results, the place and time of payment, should also be announced in at least one national newspaper designated by the China Securities Regulatory Commission in a timely manner.
Article 12 Where a company that issues shares publicly issues shares, its information disclosure shall be handled in accordance with the relevant provisions of the Stock Regulations on new shares.
Chapter III Periodic Reports
Article 13
The company shall provide the public with periodic company reports at least twice in each fiscal year. Periodic reports include interim reports and annual reports. The format and form of periodic reports shall conform to the provisions of the content and format guidelines for periodic reports. Before the contents and format standards of periodic reports are published, the contents of interim reports shall include the items listed in Article 58 of the Securities Regulations, and the contents of annual reports shall include the items listed in Article 59 of the Securities Regulations.
Article 14
The company shall prepare and complete the interim report within 60 days after the end of the first six months of each fiscal year. After the report is completed, it shall immediately submit 10 copies to the China Securities Regulatory Commission for the record, and publish a summary of the report with no more than 4,000 words in at least one national newspaper designated by the China Securities Regulatory Commission. At the same time, the interim report will be placed in the company's location, the stock exchange where it is listed, the relevant securities institutions and their business outlets for the investment public to consult. Except in special circumstances, the interim report does not need to be audited by an accounting firm.
Article 15
The Company shall complete the annual report within 120 days after the end of each fiscal year. After the report is completed, it shall be submitted to China Securities Regulatory Commission in 10, and at least 20 working days before the annual general meeting of shareholders, a summary of the report with no more than 5,000 words shall be published in at least one national newspaper designated by China Securities Regulatory Commission. At the same time, the annual report will be placed in the company's location, the stock exchange where the company is listed, the relevant securities operating institutions and their business outlets for the investment public to consult.
Article 16
Companies that have issued public shares and RMB special shares, or listed at home and abroad, shall announce interim reports and annual reports to domestic and foreign investors at the same time.
Chapter IV Interim Report-Announcement of Major Events
Article 17
When a major event occurs, the company shall prepare a major event announcement to the public. Major events refer to events that may have a significant impact on the company's stock price, including (but not limited to) the following situations:
(1) Matters listed in Article 60 of the Securities Regulations.
(2) Changes of articles of association, registered capital and registered address;
(three) a large amount of bank refund (equivalent to more than 5% of the refunded person's working capital);
(4) The company changes the accounting firm it audits;
(five) the company's publicly issued debt guarantee or collateral changes or increases;
(6) Convertible corporate bonds are converted into shares in accordance with the provisions when they are issued for the second time or when the corporate bonds expire or are repurchased;
(7) The mortgage, sale or scrapping of the company's main business assets exceeds 3o %； of the assets at one time;
(8) The acts of the promoters or directors may be liable for major damages according to law;
(9) The resolution of the shareholders' meeting or the company's board of supervisors is revoked by the court according to law;
(10) The court ruled that it is forbidden for the major shareholder with controlling interest in the company to transfer its shares;
(11) merger or division of the company.
Events that are not listed in the preceding paragraph but may have a significant impact on the company's stock price are also regarded as major events.
Article 18
The company shall report to the China Securities Regulatory Commission within 1 working days after the unpredictable major events occur; At the same time, it shall report to the stock exchange in a timely manner in accordance with the provisions of the stock exchange where it is listed. After the company completes the preparation of the announcement of major events, it shall immediately submit ten copies to the China Securities Regulatory Commission for the record, and make them available to the public at the company's location, the stock exchange where the company is listed, the relevant securities institutions and their business outlets.
Article 19
If the company considers it necessary to disclose major events through the news media, it shall report the disclosure method and contents to the China Securities Regulatory Commission before the disclosure. When the China Securities Regulatory Commission deems it necessary, it may require the timing, method and content of disclosure, and the company shall make disclosure according to the requirements of the China Securities Regulatory Commission.
Chapter V Interim Report-Announcement of Company Acquisition
Article 20
When a legal person holds shares listed in Article 47 of the Stock Regulations, it shall publish relevant information in at least one national newspaper designated by the China Securities Regulatory Commission in accordance with the content and format stipulated in the Guidelines formulated by the China Securities Regulatory Commission.
Article 21
When a legal person holds the shares listed in Article 48 of the Stock Regulations, it shall, in addition to reporting in accordance with the provisions of this Article, issue a purchase announcement to all shareholders of the company within 45 days from the date of the occurrence of the facts listed in this Article, and publish a summary of the purchase announcement of no more than 5,000 words in at least one national newspaper designated by the China Securities Regulatory Commission. At the same time, ten copies were submitted to the China Securities Regulatory Commission for filing, and they were placed at the company's location, securities exchange places, relevant securities institutions and their business outlets for public inspection.
Article 22 The acquisition announcement shall include (but not limited to) the following contents:
(a) the name, location, ownership and purchasing agent of the purchaser;
(2) The list of directors, supervisors and senior managers of the purchaser and their brief information; If the purchaser is a non-joint stock limited company, the information of its competent department, main management personnel, main subsidiaries and affiliated institutions;
(3) The number of shares held by the directors, supervisors and senior managers of the acquirer and its affiliated companies;
(4) The list of shareholders holding more than 5% of the shares of the purchaser and the top ten shareholders and their brief information;
(five) the purchase price, payment method, schedule (not less than twenty working days) and explanation;
(6) The number of shares to be purchased by the purchaser (the amount to be purchased plus the amount already held shall not be less than 5o %)； of the common stock issued by the purchaser);
(seven) the rights and obligations of the acquirer and the shareholders of the acquired party;
(8) The assets and liabilities, profit and loss and equity structure of the purchaser in the previous three years;
(nine) other acquisitions of the purchaser in the past twelve months;
(10) The continuing business plan of the acquirer for the acquired party.
(eleven) the asset restructuring plan of the acquirer;
(12) The arrangement plan of the acquirer for the employees of the acquired party;
(thirteen) the revaluation and explanation of the acquired assets;
(14) Articles of association and relevant internal rules of the new company formed by the acquirer or the acquirer and the acquiree after the acquisition;
(fifteen) after the completion of the acquisition, the liabilities of the acquirer or the new company formed by the acquirer and the acquired company to its affiliates, such as loans, mortgages, debt guarantees, etc.;
(sixteen) the main existing contracts and descriptions of the acquirer and the acquired party;
(seventeen) after the acquisition, the development plan of the new company formed by the purchaser or the purchaser and the acquired person and the profit forecast for the next fiscal year;
(eighteen) other matters required by the China Securities Regulatory Commission.
Chapter VI Disclosure of Other Information
Article 23
Chapter VII Information Affairs Management
Article 24
The company shall designate a special person to be responsible for information disclosure, including contact with China Securities Regulatory Commission, securities exchange, relevant securities operating institutions and news organizations, and answer questions raised by the public. The person in charge of information disclosure affairs of the company shall report his name, contact address, postal code, office telephone number, fax number and other information to the China Securities Regulatory Commission in writing.
Article 25 In addition to publicly disclosing information in accordance with the provisions of these Detailed Rules, a company shall also abide by the provisions of the stock exchange where its shares are listed.
Article 26 A company shall, in accordance with Article 63 of the Stock Regulations, select at least one national newspaper designated by the China Securities Regulatory Commission for information disclosure. No organization or individual may interfere.
In addition to disclosing information in the national newspapers designated by the China Securities Regulatory Commission, the company may also disclose information in other newspapers as required, but it must ensure that:
(a) designated newspapers and periodicals shall not disclose information later than non-designated newspapers and periodicals;
(2) disclosing the same information in the same language in different newspapers and periodicals.
Article 27 If all kinds of documents disclosed by the company's public information are translated into English, they shall be published in at least one English newspaper designated by the China Securities Regulatory Commission.
Chapter VIII Supplementary Provisions
Twenty-eighth individuals and institutions that violate these regulations shall be dealt with in accordance with the relevant provisions of Chapter VII of the Stock Regulations.
Article 29 The China Securities Regulatory Commission shall be responsible for the interpretation of these Rules.
Thirtieth relevant local regulations inconsistent with these rules, these rules shall prevail.
Article 31 These Rules shall come into force as of the date of promulgation.