Measures for the Administration of the Information Disclosure by Unlisted Public Companies

Measures for the Administration of the Information Disclosure by Unlisted Public Companies Order of the China Securities Regulatory Commission (No. 162) The Measures for the Administration of the Information Disclosure by Unlisted Public Companies, as deliberated and adopted at the 5th executive meeting of the China Securities Regulatory Commission on December 18, 2019, are hereby issued, and shall come into force on the date of issuance. Chairman of the China Securities Regulatory Commission: Yi Huiman December 20, 2019 Measures for the Administration of the Information Disclosure by Unlisted Public Companies Chapter I General Provisions Article 1 For the purposes of regulating the relevant information disclosure behaviors of unlisted public companies, protecting the lawful rights and interests of investors, and maintaining the market order and social public interests, these Measures are developed according to the Company Law, the Securities Law, the Decision of the State Council on Issues concerning the National Equities Exchange and Quotations, the Measures for the Supervision and Administration of Non-listed Public Companies (Order No. 161, CSRC) and other relevant laws and regulations. Article 2 These Measures shall apply to the relevant information disclosure behaviors of periodic reports and interim reports by unlisted public companies (hereinafter referred to as “quoted companies”) whose stocks are quoted and publicly transferred in the National Equities Exchange and Quotations (“NEEQ”). Article 3 The information disclosed by quoted companies shall be authentic, accurate and complete, concise and clear, and easy to be understood, and shall not contain any false record, misleading statement or major omission. The information disclosed in the overseas market by a quoted company issuing stocks and other securities overseas shall be concurrently disclosed in the NEEQ. Article 4 Based on the development stage, degree of publicity, risk status, and other factors of quoted companies, in full consideration of the needs of investors, and on the basis of the hierarchy of the selection layer, innovation layer, and basic layer of the NEEQ, a differentiated information disclosure system of quoted companies shall be implemented. Article 5 Directors, supervisors, and senior executives of a quoted company shall faithfully and diligently perform their functions, and ensure that the company discloses information in a timely and impartial manner and that the information disclosed is authentic, accurate and complete. Article 6 Before lawful disclosure of insider information, no insider may publicize or disclose such information or use the information for any trading. Article 7 The information lawfully disclosed by a quoted company shall be issued on an information disclosure platform in compliance with the provisions of the Securities Law. A quoted company shall not issue information on its website or other public media prior to information disclosure on the aforesaid information disclosure platform. A quoted company shall concurrently keep the information disclosed at its residence and the NEEQ for reference by the public. The information disclosure documents shall be in Chinese. Where a foreign language text is used concurrently, the quoted company shall ensure consistency between the texts in two languages. In case of any discrepancy between the texts in two languages, the Chinese text shall prevail. Article 8 The China Securities Regulatory Commission (“CSRC”) shall, according to the Securities Law and other laws and regulations, and the provisions of these Measures, supervise and administer the behaviors of all parties concerned of quoted companies for information disclosure, and may, in consideration of the market stratification, implement classified supervision and administration of the information disclosure by quoted companies. National Equities Exchange and Quotations Co., Ltd. (“NEEQ Co.”) shall implement self-regulatory management of the relevant information disclosure behaviors of quoted companies, strengthen supervision and inquiry, and urge quoted companies to disclose information in a timely and accurate manner. Article 9 Besides the information to be disclosed according to the law or these Measures and relevant self-regulation rules, a listed company may voluntarily disclose information related to the value judgments and investment decisions made by investors, but the information shall not conflict with the information disclosed according to the law or according to these Measures and relevant self-regulation rules or mislead any investor. A quoted company shall maintain the continuity and consistency of information disclosure, and avoid selective disclosure, but shall not use the information voluntarily disclosed to inappropriately affect the trading prices of its stocks and other securities. Where voluntary disclosure contains certain predictive information, the basis for the prediction shall be specified and the possible uncertainties and risks shall be indicated. Article 10 In case some information specified by these Measures is by no means suitable for disclosure due to special reasons such as state secrets and business secrets, a quoted company is not required to make the disclosure. However, the reasons for failure to make disclosure as required shall be explained in the relevant periodic reports and interim reports. A quoted company shall disclose the information if the disclosure is deemed necessary by the CSRC and NEEQ Co. Chapter II Periodic Report Article 11 Periodic reports of a quoted company shall include annual reports, interim reports and quarterly reports. A quoted company of the selection layer shall disclose annual reports, interim reports and quarterly reports. Quoted companies of the innovation layer and basic layer shall disclose annual reports and interim reports. Information with significant impact on investors' investment decisions shall be disclosed in periodic reports. Article 12 Annual reports, interim reports, and quarterly reports shall be developed and disclosed respectively within 4 months from the end of each accounting year, within 2 months from the end of the first half of each accounting year, and within 1 month from the end of the third month and the ninth month of each accounting year. The disclosure time of a quarterly report for the first quarter shall not be earlier than the disclosure time of an annual return of the previous year. Article 13 The financial accounting reports in annual reports shall be audited by an accounting firm complying with the provisions of the Securities Law. Signing certified public accountants for the audit business of quoted companies of the selection layer shall be subject to regular rotation, which shall be specifically prescribed by NEEQ Co. Article 14 An annual report of a quoted company shall record the following: (1) the profile of the company; (2) the major accounting data and financial indicators; (3) the discussion and analysis of the management; (4) the issue of and change in the company's stocks and bonds, the total amount of stocks and bonds, and total number of shareholders at the end of the reporting period, and the shareholdings of the company's top ten shareholders; (5) the situation of controlling shareholders and actual controllers; (6) the positions and shareholdings of directors, supervisors, senior executives 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) the profit distribution; (10) the corporate governance and internal control; (11) the full texts of the financial accounting reports and the audit reports; and (12) other matters as prescribed by the CSRC. Article 15 An interim report of a quoted company shall record the following: (1) the profile of the company; (2) the major accounting data and financial indicators; (3) the issue of and change in the company's 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; (4) changes in the controlling shareholders and actual controllers; (5) major events such as major 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 reports; and (8) other matters prescribed by the CSRC. Article 16 A quarterly report of a quoted company shall record the following: (1) the profile of the company; (2) the major accounting data and financial indicators; and (3) other matters prescribed by the CSRC. Article 17 Besides the matters prescribed in Article 14 of these Measures, a quoted company of the selection layer shall, in consideration of the characteristics of its industry, fully disclose the business information on the industry and the risk factors that may cause major adverse impact on the company's core competitiveness, operating activities and future development in its annual reports. A quoted company of the selection layer that is not yet profitable shall fully disclose the reasons for the unprofitability and the impact on its production and business operation in its annual reports. Article 18 A quoted company having shares with special voting rights shall, in its annual reports, disclose the holding of and changes in the shares with special voting rights, and the implementation of the relevant measures for the protection of investors' lawful rights and interests. Article 19 A quoted company whose shareholder meeting implements the cumulative voting system and online voting arrangements shall, in its annual reports, disclose the implementation of the cumulative voting system and online voting arrangements. Article 20 Directors and senior executives of a quoted company shall sign written confirmation opinions on a periodic report. The board of supervisors shall review a periodic report developed by the board of directors, and provide written review opinions, explaining whether the development and review procedures of the board of directors comply with the laws and administrative regulations, and provisions of the CSRC and NEEQ Co., and whether the reports reflect the actual condition of the quoted company in an authentic, accurate, and complete manner. Supervisors shall sign written confirmation opinions. Directors, supervisors and senior executives of a quoted company that cannot guarantee the authenticity, accuracy, and completeness of or have objection to a periodic report shall express their opinions and state the reasons in the written confirmation opinions, which shall be disclosed by the quoted company. Where a quoted company does not conduct disclosure, directors, supervisors and senior executives may directly apply for disclosure. Article 21 In the event of performance disclosure prior to the disclosure of a periodic report or rumors on performance and abnormal fluctuations in the trading of a company's stock and other securities, a quoted company shall disclose the relevant financial data during the reporting period in a timely manner. Article 22 A quoted company of the selection layer expected to be unable to disclose an annual report within 2 months from the end of the accounting year shall disclose the key financial data of the reporting period within 2 months from the end of the accounting year. A quoted company of the selection layer expected to suffer losses, turn losses into profits or make a significant change in its business operation performance shall make a performance forecast in a timely manner. Article 23 Where non-standard audit opinions are issued for a financial accounting report in a periodic report, the board of directors of a quoted company shall make a special explanation on the matter involved in these audit opinions. Article 24 Where a quoted company fails to disclose any periodic report within the prescribed period, NEEQ Co. shall handle it according to the self-regulation rules, and submit a request to the CSRC for case-filing and inspection under serious circumstances. A quoted company of the selection layer failing to disclose any annual report or interim report within the prescribed time limit, the CSRC shall file a case for inspection. Chapter III Interim Report Article 25 In the event of a major event that may cause relatively large impact on the trading price of a quoted company's stock and other securities or have relatively large impact on investment decision-making of investors, and that is unknown to investors, a quoted company shall immediately submit an interim report on the major event to the CSRC and NEEQ Co. and issue an announcement, explaining the cause, current status, and possible impact of the event. For the purpose of the preceding paragraph, major event shall include: (1) major changes in its business policy or business scope. (2) major investment behavior, purchase or sale of major assets exceeding 30% of its total assets within 1 year, or mortgage, pledge, and sale of its main operating assets, or discarding of more than 30% of such assets as useless at one time; (3) conclusion of important contracts, and provision of significant guarantees or engaging in affiliated trading, which may cause a significant impact on the its assets, liabilities, equity and operating results; (4) major debt or default on debt that is due; (5) major deficit or major loss; (6) major changes in its external ......