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Measures for the Administration of Information Disclosure of Unlisted Public Companies

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(Summary description)Article 1 In order to regulate the relevant information disclosure of unlisted public companies, protect the legitimate rights and interests of investors, and maintain market order and public interests, in accordance with the Company Law, the Securities Law, and the Decision of the State Council on Issues Concerning the National Equities Exchange and Quotations These Measures are formulated in accordance with relevant laws and regulations such as the Measures for the Supervision and Administration of Unlisted Public Companies (Order No. 161 of the China Securities Regulatory Commission).

Measures for the Administration of Information Disclosure of Unlisted Public Companies

(Summary description)Article 1 In order to regulate the relevant information disclosure of unlisted public companies, protect the legitimate rights and interests of investors, and maintain market order and public interests, in accordance with the Company Law, the Securities Law, and the Decision of the State Council on Issues Concerning the National Equities Exchange and Quotations These Measures are formulated in accordance with relevant laws and regulations such as the Measures for the Supervision and Administration of Unlisted Public Companies (Order No. 161 of the China Securities Regulatory Commission).

  • Categories:Corporate News
  • Author:
  • Origin:
  • Time of issue:2020-12-17
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Information

Measures for the Administration of Information Disclosure of Unlisted Public Companies

Chapter 1 General Provisions

Article 1 In order to regulate the information disclosure of unlisted public companies, protect the legitimate rights and interests of investors, maintain market order and public interests, in accordance with the "Company Law", "Securities Law" and "Decision of the State Council on Issues Concerning the National Equities Exchange and Quotations" These Measures are formulated in accordance with relevant laws and regulations such as the Measures for the Supervision and Administration of Unlisted Public Companies (Order No. 161 of the China Securities Regulatory Commission).

Article 2 These Measures shall apply to the information disclosure of regular reports and temporary reports of non-listed public companies (hereinafter referred to as “listed companies”) whose stocks are listed on the National Equities Exchange and Quotations (hereinafter referred to as “National Equities Exchange and Quotations”) for public transfer.

Article 3 The information disclosed by a listed company shall be true, accurate, complete, concise, clear, and easy to understand, and shall not contain false records, misleading statements or major omissions.

The information disclosed in the overseas market by a listed company that issues stocks and other types of securities in overseas markets and goes public shall be disclosed in the National Equities Exchange and Quotations System at the same time.

Article 4 According to factors such as the development stage of the listed company, the degree of publicity, and the risk status, fully consider the needs of investors, and implement the differentiated information of listed companies on the basis of the selection layer, innovation layer, and basic layer of the National Equities Exchange and Quotations System. Disclosure system.

Article 5 The directors, supervisors and senior managers of a listed company shall perform their duties faithfully and diligently to ensure that the company discloses information in a timely and fair manner, and that the information disclosed is true, accurate and complete.

Article 6 Before insider information is disclosed in accordance with the law, any insider shall not disclose or divulge the information, and shall not use the information to conduct transactions.

Article 7 The information disclosed by a listed company in accordance with the law shall be released on an information disclosure platform that complies with the provisions of the Securities Law. The time when a listed company publishes information on the company's website or other public media shall not be earlier than the above-mentioned information disclosure platform.

The listed company shall simultaneously prepare the disclosed information in the company's domicile and the national stock exchange system for the public to consult.

Information disclosure documents shall be in Chinese. If the foreign language version is used at the same time, the listed company shall ensure that the content of the two versions is consistent. In the event of any discrepancy between the two texts, the Chinese text shall prevail.

Article 8 The China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) shall, in accordance with the Securities Law and other laws and regulations and the provisions of these Measures, supervise and manage the behaviors of all parties involved in the information disclosure of listed companies, and may, in combination with market stratification The information disclosure of listed companies shall be subject to classified supervision.

The National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the National Equities Exchange and Quotations) implements self-discipline management on the information disclosure of listed companies, strengthens regulatory inquiries, and urges listed companies to disclose information in a timely and accurate manner.

Article 9 In addition to the information that needs to be disclosed in accordance with the law or in accordance with these Measures and relevant self-discipline rules, a listed company may voluntarily disclose information related to investors' value judgments and investment decisions, but shall not disclose information in accordance with laws or in accordance with these Measures and relevant self-discipline rules. conflicting information and must not mislead investors.

A listed company shall maintain the continuity and consistency of information disclosure, avoid selective disclosure, and shall not use voluntary disclosure of information to improperly influence the trading price of the company's stocks and other securities. Where information with a certain predictive nature is voluntarily disclosed, the basis for the prediction shall be clarified, and possible uncertainties and risks shall be indicated.

Article 10 If it is indeed inconvenient to disclose certain information stipulated in these Measures due to special reasons such as state secrets and business secrets, the listed company may not disclose it, but it shall explain in the relevant periodic reports and interim reports the reasons for not disclosing in accordance with the regulations. . If the CSRC and NEEQ deem it necessary to disclose, the listed company shall disclose it.

Chapter II Periodic Reports

Article 11 The periodic reports of listed companies include annual reports, interim reports and quarterly reports. Selected-tier listed companies shall disclose annual reports, interim reports and quarterly reports. Listed companies at the innovation level and basic level shall disclose annual reports and interim reports.

Any information that has a significant impact on investors' investment decisions shall be disclosed in periodic reports.

Article 12 The annual report shall be within four months from the end of each fiscal year, the interim report shall be within two months from the end of the first half of each fiscal year, and the quarterly report shall be filed on the first half of each fiscal year Completion and disclosure within one month from the end of the third month and the ninth month.

The disclosure time of the quarterly report for the first quarter shall not be earlier than the disclosure time of the annual report of the previous year.

Article 13 The financial and accounting reports in the annual report shall be audited by an accounting firm that complies with the provisions of the Securities Law. The signatory certified public accountants of the audit business of the listed companies at the selected level shall be rotated regularly, as specified by the National Equities Exchange and Quotations. Article 14 The annual report of a listed company shall record the following contents: (1) Basic information of the company; (2) Major accounting data and financial indicators; (3) Management discussion and analysis; (4) The issuance and changes of the company's stocks and bonds , the total amount of stocks and bonds, the total number of shareholders at the end of the reporting period, and the shareholdings of the company's top ten shareholders; (5) the controlling shareholders and actual controllers; (6) the positions and shareholdings of directors, supervisors, senior managers, and core employees; (7) Major events that occurred during the reporting period and their impact on the company; (8) The use of funds raised by the company (if any); (9) Profit distribution; (10) Corporate governance and internal control; (11) The full text of the financial accounting report and the audit report; (12) Other matters prescribed by the CSRC. Article 15 The interim report of a listed company shall record the following contents: (1) Basic information of the company; (2) Major accounting data and financial indicators; (3) The issuance and changes of the company's stocks and bonds, the total number of shareholders at the end of the reporting period, and the company's top ten Shareholdings of major shareholders; (4) Changes in controlling shareholders and actual controllers; (5) Major lawsuits, arbitrations and other major events during the reporting period and their impact on the company; (6) The use of funds raised by the company (if any) ); (7) financial and accounting reports; (8) other matters prescribed by the CSRC. Article 16 The quarterly report of a listed company shall record the following contents: (1) Basic information of the company; (2) Major accounting data and financial indicators; (3) Other matters prescribed by the CSRC. Article 17 In addition to the matters stipulated in Article 14 of these Measures, a company listed on the selected tier shall also fully disclose the industry operation information and the possible impact on the company's core competitiveness, business activities and future development in the annual report in combination with the characteristics of the industry to which it belongs. Risk Factors for Material Adverse Effects.

If a company listed on the selection layer has not made a profit, it shall fully disclose the reasons for the unprofitability and the impact on the production and operation of the company in the annual report.

Article 18 Where a listed company has shares with special voting rights, it shall disclose in its annual report the holdings and changes of shares with special voting rights, as well as the implementation of measures to protect the legitimate rights and interests of relevant investors.

Article 19 Where a listed company's general meeting of shareholders implements the cumulative voting system and online voting arrangements, it shall disclose the implementation of the cumulative voting system and online voting arrangements in its annual report.

Article 20 The directors and senior managers of a listed company shall sign a written confirmation opinion on the periodic report.

The board of supervisors shall review the periodic reports prepared by the board of directors and provide written review opinions, stating whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the provisions of the China Securities Regulatory Commission and the National Equities Exchange and Quotations, and whether the content of the report is true, accurate and complete. reflect the actual situation of the listed company. Supervisors shall sign a written confirmation opinion.

If the directors, supervisors and senior managers of the listed company cannot guarantee the authenticity, accuracy, completeness of the contents of the periodic report or have any objection, they shall express their opinions and state the reasons in the written confirmation opinion, and the listed company shall disclose it. If the listed company does not disclose, the directors, supervisors and senior managers can directly apply for disclosure.

Article 21 Where performance leaks occur before the periodic report is disclosed, or there are performance rumors and abnormal fluctuations in the trading of the company's stocks and other securities, the listed company shall disclose the relevant financial data for the reporting period in a timely manner.

Article 22 If a listed company in the selection layer is not expected to disclose its annual report within two months from the end of the fiscal year, it shall disclose the main financial data of the reporting period within two months from the end of the fiscal year.

If a company listed on the selection layer expects to suffer losses, turn losses into profits, or undergo substantial changes in its operating performance, it shall issue a performance forecast in a timely manner.

Article 23 Where a non-standard audit opinion is issued on the financial accounting report in the periodic report, the board of directors of the listed company shall make a special explanation on the matters involved in the audit opinion.

Article 24 Where a listed company fails to disclose its periodic report within the prescribed time limit, NEEQ shall deal with it in accordance with the self-discipline rules. If the circumstances are serious, it shall submit a case to the CSRC for investigation.

If a company listed on the selection layer fails to disclose its annual report and interim report within the prescribed time limit, the CSRC shall file a case for inspection.

Chapter III Interim Report

Article 25 If there is a major event that may have a greater impact on the trading price of the stocks and other securities of the listed company, or have a greater impact on investors' investment decisions, the listed company shall immediately report the relevant An interim report will be submitted to the China Securities Regulatory Commission and the National Equities Exchange and Quotations, and an announcement will be made to explain the cause, current status and possible impact of the event.

The major events mentioned in the preceding paragraph include:

(1) Significant changes in the company's business policy and business scope;

(2) The company's major investment behavior, the company's purchase or sale of major assets within one year exceeds 30% of the company's total assets, or the mortgage, pledge, sale or retirement of the company's major assets for business use exceeds 30% of the assets at one time thirty;

(3) The company enters into important contracts, provides major guarantees or engages in related party transactions, which may have a significant impact on the company's assets, liabilities, rights and interests and operating results;

(4) The company has incurred major debts and failed to pay off the major debts due;

(5) The company suffers major losses or major losses;

(6) Significant changes in the external conditions of the company's production and operation;

(7) The company's directors, more than one-third of the supervisors or managers have changed, and the chairman or manager is unable to perform their duties;

(8) Shareholders or actual controllers who hold more than 5% of the company's shares, their holdings or control of the company have undergone major changes, and the company's actual controller and other enterprises controlled by the company are engaged in the same or similar business as the company. The business situation has undergone major changes;

(9) The company's plans for dividend distribution and capital increase, important changes in the company's shareholding structure, the company's decision to reduce capital, merge, divide, dissolve or apply for bankruptcy, or enter bankruptcy proceedings according to law or be ordered to close down;

(10) Major lawsuits or arbitrations involving the company, and resolutions of shareholders' general meetings or board of directors are revoked or declared invalid according to law;

(11) The company is investigated by competent authorities for suspected violation of laws and regulations, or subject to criminal punishment or major administrative punishment; the controlling shareholder, actual controller, directors, supervisors, and senior managers of the company are investigated by competent authorities for suspected violation of laws and regulations, and lien measures are taken or coercive measures, or subject to criminal penalties or major administrative penalties;

(12) Obtaining large amounts of government subsidies and other additional income that may have a significant impact on the company's assets, liabilities, equity or business results;

(13) The board of directors of the company makes a resolution on the proposed listing on other stock exchanges, the equity incentive plan, and the share repurchase plan;

(14) The main assets of the company are sealed up, seized or frozen;

(15) The company loses important production qualifications, licenses, or franchise rights, or its main business comes to a standstill;

(16) The court ruling prohibits the controlling shareholder from transferring the shares it holds; more than 5% of the company's shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust, or have their voting rights restricted in accordance with the law;

(17) Change accounting policies and accounting estimates (except as required by laws, administrative regulations or the unified national accounting system);

(18) Being ordered to make corrections by relevant authorities or the decision of the board of directors to make corrections due to errors in the information disclosed in the previous period, failure to disclose in accordance with regulations or false records;

(19) Other matters prescribed by the CSRC.

If the controlling shareholder or actual controller of a listed company has a great influence on the occurrence and progress of a major event, it shall promptly notify the listed company in writing of the relevant information it knows, and cooperate with the listed company in fulfilling the obligation of information disclosure.

Article 26 A listed company shall perform its obligation of information disclosure on major events in a timely manner at any of the following times when it first occurs:

(1) When the board of directors or the board of supervisors forms a resolution on the major event;

(2) When the parties concerned sign a letter of intent or agreement on the major event;

(3) When the directors, supervisors or senior managers know or should know the occurrence of the material event.

There is great uncertainty in the major events planned by the listed company. Immediate disclosure may harm the interests of the company or mislead investors, and if the insider of the relevant inside information has made a written commitment to keep it confidential, the company may not disclose it for the time being. The event will be disclosed to the public when the final resolution is formed, the final agreement is signed, and the transaction is confirmed to be reached.

If the relevant information is indeed difficult to keep secret, has been leaked, or has been rumored in the market, resulting in substantial fluctuations in the trading prices of the company's stocks and other securities, the company shall immediately disclose the relevant plans and progress.

Article 27 After a listed company discloses a major event, if the disclosed major event has progress or changes that may have a greater impact on investors' decision-making or the trading price of the listed company's stocks and other securities, it shall disclose the progress or changes in a timely manner , the possible impact.

Article 28 If a major event specified in Article 25 of these Measures occurs in a listed company's controlled subsidiary, which may have a greater impact on investors' decision-making or on the trading price of the company's stocks and other securities, the listed company shall perform the obligation of information disclosure .

In the event of an event in which a listed company participates in a company that may have a greater impact on investors' decision-making or the trading price of the listed company's stocks and other securities, the listed company shall perform its information disclosure obligations.

Article 29 If the trading of stocks and other securities of a listed company is identified as abnormal fluctuations by the China Securities Regulatory Commission or the National Equities Exchange and Quotations, the listed company shall promptly understand the influencing factors that cause the abnormal fluctuations in the transaction, and disclose it before the market opens on the next trading day. .

Article 30 Where the news disseminated by the media may or has had a relatively large impact on investors' decision-making or the trading prices of the stocks and other securities of the listed company, the listed company shall promptly understand the situation and issue corresponding clarification announcements.

Chapter IV Management of Information Disclosure Affairs

Article 31 A listed company shall formulate a management system for information disclosure affairs, which shall be reviewed and approved by the board of directors and disclosed. The information disclosure affairs management system shall include:

(1) Clarify the information that the listed company should disclose, and determine the disclosure standards;

(2) The transfer, review and disclosure process of undisclosed information;

(3) The responsibilities of the person in charge of information disclosure affairs in information disclosure;

(4) the reporting, deliberation and disclosure duties of directors and the board of directors, supervisors and the board of supervisors, and senior management;

(5) Records and custody systems for directors, supervisors and senior management personnel to perform their duties;

(6) Confidentiality measures for undisclosed information, the scope of insider information and confidentiality responsibilities;

(7) Internal control and supervision mechanisms for financial management and accounting;

(8) The application, review, and release process of information released to the outside world; the information communication and system with investors, securities service institutions, and media, etc.;

(9) File management of documents and materials related to information disclosure;

(10) Information disclosure affairs management and reporting systems involving subsidiaries;

(11) The accountability mechanism for failing to disclose information as required, and the handling measures for those who violate the regulations.

The person in charge of the information disclosure affairs refers to the secretary of the board of directors of the listed company or the person designated by the listed company to be responsible for the information disclosure affairs. Listed companies at the selection level and innovation level shall set up a board secretary. A listed company at the basic level may have a board secretary; if it does not, a senior executive shall be designated as the person in charge of information disclosure affairs. The secretary of the board of directors is a senior executive of the company, and his selection and performance of duties shall comply with the relevant regulations of the China Securities Regulatory Commission and the National Equities Exchange and Quotations.

Selected-tier listed companies shall set up an information disclosure affairs management department to assist the board secretary in managing information disclosure affairs.

Article 32 The chairman, manager and person in charge of information disclosure affairs of a listed company shall bear primary responsibility for the authenticity, accuracy and completeness of the information disclosed in the company's temporary report.

The chairman, manager and financial officer of the listed company shall bear the primary responsibility for the authenticity, accuracy and completeness of the company's financial report.

Article 33 The directors, supervisors, and senior managers of a listed company shall pay attention to the preparation of information disclosure documents, ensure that regular reports and interim reports are disclosed within the prescribed time limit, and cooperate with the listed company in fulfilling its information disclosure obligations.

Article 34 A listed company shall formulate procedures for the preparation, deliberation and announcement of periodic reports. The manager, the person in charge of financial affairs, the person in charge of information disclosure affairs and relevant personnel shall prepare the draft of the periodic report in a timely manner and submit it to the board of directors for deliberation; the person in charge of information disclosure affairs shall be responsible for serving it to the directors for review; the chairman shall be responsible for convening and presiding over the meeting of the board of directors to review the periodic report; the board of supervisors shall be responsible for Review the periodic reports prepared by the board of directors; the person in charge of information disclosure is responsible for organizing the announcement of the periodic reports.

Article 35 A listed company shall formulate procedures for reporting, transmitting, reviewing and disclosing major events. Directors, supervisors and senior management personnel shall immediately perform their reporting obligations in accordance with company regulations when they become aware of the occurrence of major events; the chairman of the board shall report to the board of directors immediately after receiving the report, and urge the person in charge of information disclosure affairs to organize the disclosure of interim reports.

Article 36 A listed company shall not provide inside information if it communicates with any institution or individual on the company's operation, financial situation and other events through performance briefings, analyst meetings, roadshows, accepting investor research and other forms.

Article 37 Directors shall understand and continue to pay attention to the company's production and operation conditions, financial status, and major events that have occurred or may occur in the company and their impact, and take the initiative to investigate and obtain materials required for decision-making.

Article 38 Supervisors shall supervise the performance of information disclosure duties by the company's directors and senior management; pay attention to the company's information disclosure and find that there are violations of laws and regulations in information disclosure, they shall investigate and make recommendations.

Article 39 The senior management personnel shall report to the board of directors in a timely manner the major events in the company's operation or finance, the progress or changes of the disclosed events, and other relevant information.

Article 40 The person in charge of information disclosure affairs is responsible for organizing and coordinating the information disclosure affairs of the listed company, collecting the information that the listed company should disclose and reporting to the board of directors, continuing to pay attention to the media reports on the company and actively verifying the true situation of the reports, and handling the public disclosure of company information. and other related matters.

The person in charge of information disclosure has the right to participate in the general meeting of shareholders, the meeting of the board of directors, the meeting of the board of supervisors and the relevant meetings of senior management, and has the right to understand the company's financial and operating conditions, and to consult all documents related to information disclosure. The listed company shall provide convenience for the person in charge of information disclosure affairs to perform his duties, and the person in charge of finance shall cooperate with the person in charge of information disclosure affairs in the relevant work of financial information disclosure.

Article 41 Shareholders and actual controllers of a listed company shall not abuse their shareholder rights and dominant position to instruct the listed company to fail to perform information disclosure obligations or disclose information with false records, misleading statements or major omissions, and shall not require the listed company Provide them with inside information.

When the following events occur to the shareholders and actual controllers of a listed company, they shall notify the company in a timely manner and cooperate with the listed company in fulfilling their information disclosure obligations.

(1) Shareholders or actual controllers who hold more than 5% of the company's shares, their holdings or control of the company have undergone major changes, and the company's actual controller and other enterprises controlled by the company are engaged in the same or similar business as the company. The business situation has undergone major changes;

(2) The court has ruled that the controlling shareholder is prohibited from transferring the shares it holds, and that more than 5% of the company's shares held by any shareholder are pledged, frozen, judicially auctioned, escrow, set up a trust, or have their voting rights restricted in accordance with the law;

(3) Proposed major asset or business reorganization of the listed company;

(4) Other circumstances prescribed by the CSRC.

Shareholders or actual controllers who hold more than 5% of the shares of the listed company through entrustment or trust, etc., shall promptly inform the listed company of the circumstances of the client and cooperate with the listed company in fulfilling the obligation of information disclosure.

Before the information that should be disclosed is disclosed in accordance with the law, if the relevant information has been disseminated in the media or there is an abnormal transaction in the company's stocks and other securities, the shareholder or actual controller shall promptly and accurately make a written report to the listed company, and cooperate with the listed company in a timely manner. , accurately disclosed.

Article 42 The directors, supervisors, senior executives, shareholders holding more than 5% of the shares of the listed company and their persons acting in concert and actual controllers shall promptly submit to the board of directors of the listed company the list of related parties, related relationships and Description of changes. A listed company shall perform the deliberation procedures for affiliated transactions, and strictly implement the system of abstaining from voting on affiliated transactions. The parties to the transaction shall not evade the information disclosure obligation of the listed company and the review procedures for related transactions by concealing the affiliated relationship or adopting other means.

Article 43 The lead securities firm that provides continuous supervision services for listed companies shall continue to pay attention to the major changes in the listed companies' business operations, corporate governance, finance, etc., and guide and urge the listed companies to perform their information disclosure obligations in a standardized manner. The listed company shall cooperate with the lead securities firm in the continuous supervision work, provide necessary materials, and provide convenience for the lead securities firm to carry out the continuous supervision work.

During the period of continuous supervision and supervision, if it is found that the information to be disclosed or the information that has been disclosed by the listed company is in error, omission or misleading, or if there are matters that should be disclosed but not disclosed, the leading securities firm shall require the listed company to make corrections or supplements. If the listed company refuses to make corrections or supplements, the leading securities firm shall issue a risk disclosure announcement in a timely manner and report to the National Equities Exchange and Quotations Company.

The specific regulations on the continuous supervision of the sponsoring brokerage business shall be formulated by the National Equities Exchange and Quotations.

Article 44 Securities service institutions that issue special documents for listed companies to fulfill their information disclosure obligations shall be diligent, honest and trustworthy, conscientiously perform prudential inspection obligations, and publish in accordance with legally formulated business regulations, industry practice standards, regulatory rules and ethical standards. Opinions to ensure the authenticity, accuracy and completeness of the documents issued.

A listed company shall cooperate with the securities service institution providing services for it, provide materials related to its practice as required, and shall not require the securities service institution to issue documents inconsistent with objective facts or hinder its work.

When a securities service institution issues special documents for information disclosure, if it finds that the materials provided by the listed company contain false records, misleading statements, or major omissions, they shall require them to supplement and correct them. If the listed company refuses to make supplements or corrections, the securities service agency shall report it to the National Equities Exchange and Quotations Company, and if the circumstances are serious, it shall also report to the local office of the China Securities Regulatory Commission where the listed company is registered.

Article 45 Where a listed company dismisses an accounting firm, it shall notify the accounting firm in a timely manner after the resolution of the board of directors. When the company's general meeting of shareholders votes on the dismissal of an accounting firm, the accounting firm shall be allowed to state its opinions. If the general meeting of shareholders makes a resolution to dismiss or replace the accounting firm, the listed company shall explain the specific reasons for the replacement and the statement of the accounting firm when disclosing.

Article 46 No institution or individual may illegally obtain, provide, or disseminate the inside information of the listed company, and may not use the obtained inside information to buy or sell or advise others to buy or sell the company's stocks or other securities. Use inside information in other documents.

Article 47 The media shall objectively and truthfully report the situation involving the listed company, and play the role of public opinion supervision. No institution or individual may provide or spread false or misleading information on listed companies to investors. Anyone who violates the provisions of the preceding two paragraphs and causes losses to investors shall be liable for compensation according to law.

Chapter V Supervision and Management

Article 48 The China Securities Regulatory Commission shall inspect the listed companies, leading securities dealers and securities service institutions in accordance with the law, and the listed companies, leading securities dealers and securities service institutions shall cooperate.

The China Securities Regulatory Commission may require the listed company and its shareholders, actual controllers, or its directors, supervisors, and senior managers to explain, explain or provide relevant materials on the relevant information disclosure issues, or require the listed company to provide information about the sponsoring securities firm or securities service institution. professional advice.

The China Securities Regulatory Commission may require the sponsoring securities firms and securities service agencies to verify the information disclosure issues of listed companies and issue special opinions. If the CSRC has doubts about the authenticity, accuracy and completeness of the documents issued by the sponsoring securities firms and securities service institutions, it may request the relevant institutions to make explanations and supplements, and refer to their working papers.

Article 49 Where a listed company and its directors, supervisors, and senior management personnel, or its shareholders, actual controllers, and its directors, supervisors, and senior management personnel violate these Measures, the CSRC may take the following measures:

(1) Order to make corrections;

(2) Regulatory talks;

(3) Order to make a public statement;

(4) Issue a warning letter;

(5) Determining as an inappropriate candidate;

(6) Other regulatory measures that may be taken according to law.

Article 50 If the leading securities firm and its personnel perform obligations such as continuous supervision and fail to perform their duties diligently and the circumstances are serious, the China Securities Regulatory Commission may order corrections, conduct regulatory talks, issue warning letters, and other regulatory measures that may be taken in accordance with the law.

Article 51 Securities service institutions and their personnel that issue special documents for listed companies to fulfill their information disclosure obligations violate the Securities Law, administrative regulations and the provisions of the CSRC. Warning letter and other regulatory measures that can be taken according to law.

Article 52 The NEEQ Company may, in accordance with the self-discipline rules and the provisions of the listing agreement, conduct verification and inspections of the listed company, leading securities dealers, and securities service institutions, and require the listed company and its directors, supervisors, senior managers, shareholders, and actual control The sponsoring securities firm and securities service agency shall explain the relevant information disclosure issues, and shall deal with the problems in accordance with relevant regulations, and promptly transfer the suspected violations to the CSRC.

Article 53 Where a listed company, a leading securities firm, a securities service institution or its personnel violates the relevant self-disclosure rules on information disclosure, NEEQ may take the following self-discipline supervision measures against the relevant responsible entities:

(1) an appointment to talk;

(2) requiring the submission of a written commitment;

(3) Issue a warning letter;

(4) order to make corrections;

(5) Other regulatory measures prescribed by NEEQ.

If the circumstances are serious, NEEQ may give disciplinary measures such as circular criticism and public condemnation to the relevant responsible subjects.

Chapter VI Legal Liability

Article 54 Where a listed company fails to perform its information disclosure obligations as required, or the disclosed information contains false records, misleading statements or major omissions, the CSRC shall punish it in accordance with the relevant provisions of the Securities Law.

If the controlling shareholder or actual controller of a listed company instigates the conduct in the preceding paragraph, or if he knows the behavior in the preceding paragraph but fails to stop and correct it in a timely manner, the CSRC may punish it in accordance with the provisions of the preceding paragraph.

Article 55 A listed company, its directors, supervisors, senior managers, shareholders, persons acting in concert, and actual controllers, leading securities firms and securities service institutions fail to perform their reporting obligations in accordance with these Measures, or submit false reports. Any records, misleading statements or major omissions shall be punished by the CSRC in accordance with the relevant provisions of the Securities Law.

Article 56 Where a listed company evades the obligation of information disclosure and reporting by concealing its affiliated relationship or taking other means, the CSRC shall punish it in accordance with the relevant provisions of the Securities Law.

Article 57 If a securities service institution and its personnel that issue special documents for a listed company to perform its information disclosure obligations violate the Securities Law, administrative regulations and the provisions of the CSRC, and shall be subject to administrative penalties, the CSRC shall impose an administrative penalty in accordance with the "Securities Law". The relevant provisions of the law punish.

Article 58 Any institution or individual who leaks the inside information of the listed company, or uses the inside information to buy and sell stocks and other securities, shall be punished by the CSRC in accordance with the relevant provisions of the Securities Law.

Article 59 Any institution or individual that compiles or spreads false information to disrupt the securities market; if the media disseminates untrue and objective information about a listed company, the CSRC shall punish it in accordance with the relevant provisions of the Securities Law.

Anyone who makes false statements or misleading information in the trading activities of stocks and other securities shall be punished by the CSRC in accordance with the relevant provisions of the Securities Law.

Article 60 If a listed company fails to formulate a management system for the information disclosure affairs of the listed company in accordance with the provisions of these Measures, the CSRC may take regulatory measures to order corrections. Those who refuse to make corrections may be given a warning or a fine of not more than 30,000 yuan.

Article 61 Where the shareholders or actual controllers of a listed company fail to cooperate with the listed company in fulfilling the information disclosure obligations according to law, or illegally require the listed company to provide inside information, the CSRC may take regulatory measures to order corrections. Those who refuse to make corrections may be given a warning or a fine of not more than 30,000 yuan.

Article 62 If the relevant responsible subject violates these Measures and actively eliminates or mitigates harmful consequences, the punishment shall be lenient or mitigated according to law.

If the violation is minor and corrected in a timely manner, and no harmful consequences are caused, no punishment will be imposed.

Article 63 If ​​the relevant responsible subject violates the provisions of these Measures, if the circumstances are serious, the CSRC may take measures to prohibit entry into the securities market. Article 64 Anyone who violates these measures and is suspected of committing a crime shall be transferred to the judicial organ according to law, and criminal responsibility shall be investigated.

Chapter VII Supplementary Provisions

Article 65 The following terms in these Measures have the following meanings:

(1) A leading securities firm refers to a securities company that engages in relevant business in the National Equities Exchange and Quotations in accordance with the Interim Measures for the Administration of National Equities Exchange and Quotations Co., Ltd.

(2) Securities service institutions refer to accounting firms, asset appraisal institutions, law firms, financial consulting institutions, credit rating agencies, etc. that issue special documents for the listed companies to perform their information disclosure obligations.

(3) Timely means within two trading days from the start date or when the disclosure time is reached. (4) Affiliated transactions of a listed company refer to the listed company or its controlled subsidiaries

The transfer of resources or obligations between the company and the related parties of the listed company. Related parties include related legal persons and related natural persons. A legal person or other organization with one of the following circumstances is an affiliated legal person of a listed company:

1. A legal person or other organization that directly or indirectly controls the listed company;

2. Legal persons or other organizations other than the listed company and its controlled subsidiaries directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;

3. A legal person or other organization other than the listed company and its controlled subsidiaries that is directly or indirectly controlled by an affiliated natural person, or serves as a director or senior executive;

4. Legal persons or other organizations that directly or indirectly hold more than 5% of the shares of the listed company;

5. In the past 12 months or within the next 12 months according to relevant agreements, one of the above circumstances exists;

6. Legal persons or other organizations that have a special relationship with the listed company as determined by the China Securities Regulatory Commission, the National Equities Exchange and Quotations, or the listed company according to the principle of substance over form, which may or has caused the listed company to favor its interests.

A natural person who has one of the following circumstances is a related natural person of the listed company:

1. A natural person who directly or indirectly holds more than 5% of the shares of the listed company;

2. Directors, supervisors and senior managers of listed companies;

3. Directors, supervisors and senior managers of legal persons who directly or indirectly control the listed company;

4. Close family members of the persons mentioned in Items 1 and 2 above, including spouses, parents, children over the age of 18 and their spouses, siblings and their spouses, parents of spouses, siblings, children’s spouses parents;

5. In the past 12 months or within the next 12 months according to relevant agreements, one of the above circumstances exists;

6. Other natural persons identified by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the listed company according to the principle of substance over form that have a special relationship with the listed company and may or have caused the listed company to favor its interests.

Article 66 The relevant information disclosure of unlisted public companies whose stocks are not publicly transferred in the NEEQ shall be implemented in accordance with the relevant provisions of the Measures for the Supervision and Administration of Unlisted Public Companies.

Article 67 Where the CSRC has special provisions on information disclosure by companies in special industries, such provisions shall apply.

Article 68 These Measures shall come into force on the date of promulgation.

 

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