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1、【精品文档】如有侵权，请联系网站删除，仅供学习与交流上市公司信息披露办法.精品文档.上市公司信息披露管理办法Administrative Measures on Information Disclosure by Listed CompaniesChina Securities Regulatory Commission Order No.4030 January 2007CHAPTER 1-GENERAL PRINCIPLESArticle 1 These Measures are formulated pursuant to the provisions of the Company La
2、w, the Securities Law and other relevant laws and administrative regulations for the purposes of standardising information disclosure by issuers, listed companies and other information disclosure obligors, strengthening administration over information disclosure matters and protecting the lawful rig
3、hts and interests of investors.Article 2 Information disclosure made by obligors shall be truthful, accurate, complete and timely, and the information disclosed shall not contain any falsehood, misleading statement or major omission.Information disclosure made to all investors by obligors shall be p
4、ublic and simultaneous.Where a listed company issues securities and derivatives in the China or overseas stock markets, the information disclosure made in an overseas stock market must simultaneously be made in the China stock market.Article 3 The directors, supervisors and senior management personn
5、el of issuers and listed companies shall perform their duties faithfully and diligently, and ensure the veracity, accuracy, completeness, timeliness and impartiality of the information disclosed.Article 4 No person with knowledge of inside information shall, prior to a lawful disclosure of inside in
6、formation, make public or disclose such information or conduct insider trading with such information.Article 5 Information disclosure documents mainly include the prospectus, listing memorandum, listing announcement, regular reports and interim reports.Article 6 Listed companies and other informatio
7、n disclosure obligors shall submit the draft public announcement and the relevant documents for inspection to the stock exchange for registration when making information disclosure pursuant to law, and make the announcement on media designated by the China Securities Regulatory Commission （hereinaft
8、er referred to as the CSRC）.The timing of the information announced on the corporate website and other media by an information disclosure obligor shall not precede the announcement of such information in the designated media; the reporting and public announcement duties may not be in the form of a p
9、ress conference or reply to questions posed by reporters or in any other form; and the duty to make interim reports may not be substituted with a regular report.Article 7 Information disclosure obligors shall submit the draft public announcement and the relevant documents for inspection to the secur
10、ities regulatory bureau at the place of registration of the listed company, and make copies of the same available at the company address for inspection by members of the public.Article 8 Information disclosure documents shall be written in text. Where an information disclosure document is also writt
11、en in a foreign text, the information disclosure obligor shall ensure the consistency of the contents in both versions. Where any inconsistency arises between the two versions, the text shall prevail.Article 9 The CSRC shall supervise and inspect information disclosure documents, public announcement
12、s and the management of information disclosure matters pursuant to law; and supervise and inspect the conduct of controlling shareholders, actual controlling parties and information disclosure obligors of listed companies.The stock exchange shall supervise and inspect the information disclosure acti
13、vities of listed companies and other information disclosure obligors and urge them to make timely and accurate information disclosure pursuant to the law; and implement real-time monitoring of securities and derivatives transactions. The listing rules and other information disclosure rules formulate
14、d by the stock exchange must be submitted to the CSRC for approval.Article 10 The CSRC may make special provisions for information disclosure by listed companies in the financial, real estate and other special industries.CHAPTER 2-PROSPECTUS LISTING MEMORANDUM AND LISTING ANNOUNCEMENTArticle 11 Pros
15、pectuses prepared by issuers shall comply with the relevant provisions of the CSRC. Any information which may significantly affect the investment decision of an investor must be disclosed in the prospectus.The issuer shall, upon approval of the securities public offering application by the CSRC, mak
16、e a public announcement of the prospectus prior to the securities offering.Article 12 The directors, supervisors and senior management personnel of an issuer shall sign and endorse the prospectus and ensure the veracity, accuracy and completeness of information disclosed therein.The prospectus shall
17、 have the company seal of the issuer affixed.Article 13 Where an issuer applies for initial public offering, the issuer shall, upon acceptance of the application documents by the CSRC but prior examination by the offering review committee, disclose a draft declaration of the prospectus on the CSRC w
18、ebsite in advance.The draft declaration of the prospectus disclosed in advance is not a formal document for issuance of shares by the issuer and shall not include any pricing information; and the issuer shall not issue shares based on the draft declaration of the prospectus.Article 14 Where an impor
19、tant matter occurs during the period after the CSRC approves the issuance of securities application but before issuance is complete, the issuer shall submit a written explanation to the CSRC; and a revised prospectus or a corresponding supplementary public announcement must be made upon the consent
20、of the CSRC.Article 15 Where an application is for a listing of securities, a listing announcement shall be formulated pursuant to the provisions of the stock exchange and a public announcement must be made upon examination and approval by the stock exchange.The directors, supervisors and senior man
21、agement personnel of the issuer shall sign and endorse the listing announcement and ensure the veracity, accuracy and completeness of the information disclosed therein.The listing announcement shall have the company seal of the issuer affixed.Article 16 Where a prospectus or listing announcement quo
22、tes the expert opinion or report of the sponsor or a securities services organisation, the relevant contents must be consistent with the contents of the document issued by the sponsor or securities services organisation; and the issuer shall ensure that the quoted opinion of the sponsor or securitie
23、s services organisation is not misleading.Article 17 The provisions of Article 11 to Article 16 on prospectuses shall apply to listing memorandums for corporate bonds.Article 18 A listed company shall, upon making a private issuance of new shares, disclose a report on the circumstances of issuance p
24、ursuant to law.CHAPTER 3-REGULAR REPORTSArticle 19 Regular reports to be published by a listed company shall include annual reports, half-yearly reports and quarterly reports. Any information which may significantly affect the investment decision of an investor must be disclosed therein.The financia
25、l accounting report in the annual report must be audited by an accounting firm qualified to audit securities and futures business activities.Article 20 The annual report must be prepared and published within four months after the end of each accounting year; the half-yearly report must be prepared a
26、nd published within two months after the end of the first half of each accounting year; and the quarterly report shall be prepared and published within one month after the end of each accounting years third and ninth months.The time of publication of the first quarterly report shall not be earlier t
27、han the time of publication of the annual report for the preceding year.Article 21 An annual report shall contain the following contents:（1） basic information of the company;（2） key accounting data and financial indices;（3） information on shares and bonds issued by the company and the changes theret
28、o; the total number of shares and bonds and shareholders at the end of the reporting period; and information on the shareholding held by the ten largest shareholders of the company;（4） information on shareholders holding 5% or more of the shares, controlling shareholders and actual controlling parti
29、es;（5） information on the appointment of directors, supervisors and senior management personnel, their changes in shareholding and their annual remuneration;（6） the board of directors report;（7） the discussions and analyses of the management;（8） significant events that occurred during the reporting
30、period and their effect on the company;（9） the financial accounting report and audit report in full text; and（10） any other matter stipulated by the CSRC.Article 22 A half-yearly report shall contain the following contents:（1） basic information of the company;（2） key accounting data and financial in
31、dices;（3） information on shares and bonds issued by the company and the changes thereto; the total number of shareholders; the information on the shareholding held by the ten largest shareholders of the company; and the changes to the controlling shareholders and actual controlling parties of the co
32、mpany;（4） the discussions and analyses of the management;（5） the major matters in litigation or arbitration and other significant events that occurred during the reporting period and their effect on the company;（6） the financial accounting report; and（7） any other matter stipulated by the CSRC.Artic
33、le 23 A quarterly report shall contain the following contents:（1） basic information of the company;（2） key accounting data and financial indices; and（3） any other matter stipulated by the CSRC.Article 24 The directors and senior management personnel of a company shall sign and endorse regular report
34、s; and the board of supervisors shall issue a written review opinion that sets out whether the preparation and review procedures of the board of directors comply with the laws and regulations and the provisions of the CSRC and whether the contents of the report are a true, accurate and complete refl
35、ection of the actual status of the listed company.Where the directors, supervisors and senior management personnel are unable to ensure the veracity, accuracy and completeness of a regular report or differing views are held, their reasons and opinions shall be stated and disclosed.Article 25 Where a
36、 listed company foresees a loss or any major change to its operating results, a timely business result forecast must be made.Article 26 Where business results are leaked before disclosure in the regular report or where rumours on business results and unusual fluctuations in the companys securities a
37、nd derivatives transactions exist, the listed company must timely disclose the relevant financial data for the current reporting period.Article 27 Where a qualified audit report is issued in respect of the financial accounting report in a regular report, the board of directors of the company shall p
38、rovide a special explanation on the matters to which the audit opinion relates.Where a qualified audit report is issued in respect of the financial accounting report in a regular report and the stock exchange believes an illegality exists, the stock exchange shall request the CSRC to open a case fil
39、e for investigation.Article 28 Where a listed company fails to publish an annual report or a half-yearly report within the stipulated period, the CSRC shall immediately open a case file and conduct investigation, and the stock exchange shall handle the case pursuant to the listing rules for shares.A
40、rticle 29 The templates and preparation rules for annual reports, half-yearly reports and quarterly reports shall be formulated by the CSRC separately.CHAPTER 4-INTERIM REPORTSArticle 30 Where the occurrence of a significant event is likely to have a relatively large effect on the trading prices of
41、a companys securities and derivatives, and the investors have yet to be informed, the listed company shall timely make a disclosure; and state the cause, the current status and the likely effect of the event.A significant event referred in the preceding paragraph shall include:（1） a significant chan
42、ge in the business direction and scope of business of the company;（2） a significant property investment or acquisition decision made by the company;（3） a major contract concluded by the company that may significantly affect the assets, liabilities, rights and interests and business results of the co
43、mpany;（4） a significant debt incurred by the company for liability in default or liability for compensation and the inability to pay off the significant amount of debt incurred that is due and owing;（5） a heavy financial deficit or loss suffered by the company;（6） a significant change to the externa
44、l conditions of production business operations of the company;（7） a change in the directors, one-third or more of the supervisors or managers; or the chairman or managers inability to perform their duties;（8） a substantial change to the shareholders holding 5% or more of the companys shares, the com
45、panys de facto controllers or the control of the company;（9） a capital reduction, merger, division, dissolution or bankruptcy application decision of the company; or the commencement of bankruptcy proceedings by the company or the order for closure of the company pursuant to law;（10） a revocation or
46、 invalidity declaration pursuant to law of a resolution passed by the board of directors or a general meeting for a major company matter in litigation or arbitration;（11） an investigation of the company by the relevant authorities for an alleged violation of law or regulation, or the imposition of a
47、 criminal penalty or severe administrative penalty on the company; or an investigation of any of the companys directors, supervisors or senior management personnel by the relevant authorities for an alleged violation of law or regulation, or the imposition of an enforcement measure;（12） newly promul
48、gated laws, rules, regulations or industry policies that may significantly affect the company;（13） relevant resolutions on the issuance of new shares, any other refinancing scheme or share option scheme passed by the board of directors;（14） a ruling by the court on the prohibition of transfer of shares held by a controlling shareholder; or where the shares of any shareholder with 5% or more of the companys shares have been pledged, frozen, put into judicial auction or receivership, placed under a trust, or the voting rights