Article 1
In order to regulate the information disclosure behavior of issuers, listed companies and other information disclosure obligors, strengthen the management of information disclosure affairs, and protect the legitimate rights and interests of investors, according to the "Company Law, Securities Law and other laws and administrative regulations, these Measures are formulated.
Article 2
The information disclosure obligor shall disclose information truthfully, accurately, completely and timely, without any false records, misleading statements or major omissions.
The information disclosure obligor shall publicly disclose information to all investors at the same time.
Companies that issue securities and their derivatives in domestic and foreign markets and list them shall disclose information in the overseas market at the same time in the domestic market.
Article 3
The directors, supervisors and senior managers of issuers and listed companies shall faithfully and diligently perform their duties and ensure that the disclosed information is true, accurate, complete, timely and fair.
Article 4
Before the insider information is disclosed in accordance with the law, no insider shall disclose or leak the information, or use the information to conduct insider trading.
Article 5
Information disclosure documents mainly include prospectuses, prospectuses, listing announcements, regular reports and temporary reports, etc.
Article 6
Listed companies and other persons with information disclosure obligations shall disclose information in accordance with the law and shall submit the announcement draft and relevant documents for reference to the stock exchange for registration, and register with the China Securities Regulatory Commission Released by media designated by the Commission (hereinafter referred to as the China Securities Regulatory Commission).
Information disclosure obligors shall not release information on the company website and other media before the designated media, shall not replace the reporting and announcement obligations that must be performed in any form such as press releases or answer questions from reporters, and shall not replace the reporting and announcement obligations with regular The reporting form replaces the interim reporting obligations that should be fulfilled.
Article 7
The information disclosure obligor shall submit the information disclosure announcement draft and relevant reference documents to the Securities Regulatory Bureau of the place where the listed company is registered, and keep them at the company's domicile for public inspection.
Article 8
Information disclosure documents shall be in Chinese. If a foreign language text is used at the same time, the information disclosure obligor shall ensure that the contents of the two texts are consistent. In the event of any discrepancy between the two texts, the Chinese text shall prevail.
Article 9
The China Securities Regulatory Commission shall supervise the information disclosure documents and announcements, information disclosure management activities in accordance with the law, and monitor the controlling shareholders, actual controllers and information disclosure of listed companies. Supervise the behavior of obligors.
The stock exchange shall supervise the disclosure of information by listed companies and other information disclosure obligors, urge them to disclose information in a timely and accurate manner in accordance with the law, and implement real-time monitoring of transactions in securities and derivatives. Listing rules and other information disclosure rules formulated by stock exchanges must be submitted to the China Securities Regulatory Commission for approval.
Article 10
The China Securities Regulatory Commission may make special provisions on the information disclosure of listed companies in special industries such as finance and real estate. Article 11
The issuer shall comply with the relevant regulations of the China Securities Regulatory Commission when preparing a prospectus. All information that has a significant impact on investors' investment decisions should be disclosed in the prospectus.
After the application for public issuance of securities is approved by the China Securities Regulatory Commission, the issuer shall publish a prospectus before the issuance of securities.
Article 12
The issuer’s directors, supervisors, and senior managers shall sign a written confirmation of the prospectus to ensure that the disclosed information is true, accurate, and complete.
The prospectus shall be stamped with the official seal of the issuer.
Article 13
If an issuer applies for an initial public offering of stocks, after the China Securities Regulatory Commission accepts the application documents and before the issuance review committee reviews them, the issuer shall submit the prospectus application draft in Disclosed in advance on the China Securities Regulatory Commission website.
The pre-disclosed prospectus application draft is not a formal document for the issuer to issue shares and cannot contain price information, and the issuer shall not issue shares based on it.
Article 14
If an important event occurs after the securities issuance application is approved by the China Securities Regulatory Commission and before the issuance is completed, the issuer shall provide a written explanation to the China Securities Regulatory Commission and submit it to the China Securities Regulatory Commission. After the CSRC agrees, it will modify the prospectus or make a corresponding supplementary announcement.
Article 15
When applying for listing and trading of securities, a listing announcement shall be prepared in accordance with the regulations of the stock exchange, and shall be announced after review and approval by the stock exchange.
The issuer’s directors, supervisors, and senior managers shall sign a written confirmation of the listing announcement to ensure that the information disclosed is true, accurate, and complete.
The listing announcement shall be stamped with the official seal of the issuer.
Article 16
If the prospectus or listing announcement cites the professional opinions or reports of the sponsor or securities service agency, the relevant content shall be consistent with the information issued by the sponsor or securities service agency. The content of the documents is consistent to ensure that quoting the opinions of sponsors and securities service agencies will not be misleading.
Article 17
The provisions on prospectuses in Articles 11 to 16 of these Measures shall apply to corporate bond prospectuses.
Article 18
After a listed company issues new shares in a non-public manner, it shall disclose an issuance report in accordance with the law. Article 19 The regular reports that listed companies should disclose include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors' investment decisions must be disclosed.
The financial accounting report in the annual report shall be audited by an accounting firm with securities and futures-related business qualifications.
Article 20 Annual reports shall be submitted within 4 months from the end of each fiscal year, interim reports shall be submitted within 2 months from the end of the first half of each fiscal year, and quarterly reports It should be prepared and disclosed within one month after the end of the third and ninth months of each fiscal year.
The disclosure time of the first quarter quarterly report shall not be earlier than the disclosure time of the previous year's annual report.
Article 21 The annual report shall record the following contents:
(1) Basic information of the company;
(2) Main accounting data and financial indicators;
(3) The issuance and changes of the company’s stocks and bonds, the total number of stocks and bonds, the total number of shareholders at the end of the reporting period, and the shareholdings of the company’s top 10 shareholders;
(4) Shareholdings Information about shareholders with more than 5%, controlling shareholders and actual controllers;
(5) Position status, changes in shareholdings, and annual remuneration of directors, supervisors, and senior managers;
(6) Board of Directors report;
(7) Management discussion and analysis;
(8) Major events during the reporting period and their impact on the company;
(9) The full text of the financial accounting report and audit report;
(10) Other matters specified by the China Securities Regulatory Commission.
Article 22 The interim report shall record the following contents:
(1) Basic information of the company;
(2) Main accounting data and financial indicators;
(3) Issuance and changes of the company’s stocks and bonds, total number of shareholders, shareholdings of the company’s top 10 shareholders, changes in controlling shareholders and actual controllers;
( 4) Management discussion and analysis;
(5) Major litigation, arbitration and other major events during the reporting period and their impact on the company;
(6) Financial accounting report;
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(7) Other matters prescribed by the China Securities Regulatory Commission.
Article 23 The quarterly report shall record the following contents:
(1) Basic information of the company;
(2) Main accounting data and financial indicators;
(3) Other matters prescribed by the China Securities Regulatory Commission.
Article 24 The company’s directors and senior managers shall sign written confirmation opinions on the periodic reports, and the board of supervisors shall provide written review opinions to explain whether the preparation and review procedures of the board of directors comply with laws, administrative regulations and the China Securities Regulatory Commission. According to the provisions of the meeting, whether the content of the report can truly, accurately and completely reflect the actual situation of the listed company.
If directors, supervisors, and senior managers cannot guarantee the authenticity, accuracy, and completeness of the contents of the periodic report or have objections, they shall state their reasons and opinions, and disclose them.
Article 25 If a listed company expects a loss or significant change in its operating performance, it shall make a performance notice in a timely manner.
Article 26 If performance leaks occur before the disclosure of periodic reports, or performance rumors arise and the company’s securities and derivatives transactions experience abnormal fluctuations, the listed company shall promptly disclose relevant financial data for the reporting period.
Article 27 If a non-standard audit report 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.
If a non-standard audit opinion is issued on a financial accounting report in a regular report, and the stock exchange considers it to be illegal, it should submit the case to the China Securities Regulatory Commission for investigation.
Article 28 If a listed company fails to disclose annual reports and interim reports within the prescribed time limit, the China Securities Regulatory Commission shall immediately file a case for investigation, and the stock exchange shall handle it in accordance with the stock listing rules.
Article 29 The format and preparation rules of annual reports, interim reports and quarterly reports shall be separately formulated by the China Securities Regulatory Commission. Article 30: When a major event that may have a greater impact on the trading price of a listed company's securities and its derivatives occurs, and investors have not yet learned of it, the listed company shall immediately disclose the cause, current status and possible impact of the event. .
The major events mentioned in the preceding paragraph include:
(1) Major changes in the company’s business policy and business scope;
(2) Major investments by the company behaviors and major decisions to purchase property;
(3) The company enters into important contracts, which may have a significant impact on the company's assets, liabilities, equity and operating results;
(4) The company incurs major debts and fails to pay off major debts that are due, or incurs large liability for compensation;
(5) The company incurs major losses or major losses;
(6) ) Major changes in the external conditions of the company's production and operation;
(7) Changes in the company's directors, more than one-third of the supervisors or managers; the chairman or manager is unable to perform his duties;
(8) Shareholders or actual controllers who hold more than 5% of the company’s shares have major changes in their holding of shares or control of the company;
(9) Capital reduction, merger, split, or The decision to disband and apply for bankruptcy; or to enter bankruptcy proceedings and be ordered to close down in accordance with the law;
(10) Major lawsuits and arbitrations involving the company, resolutions of the general meeting of shareholders and the board of directors are revoked or declared invalid in accordance with the law;
(11) The company is suspected of violating laws and regulations and is investigated by the competent authorities, or is subject to criminal penalties or major administrative penalties; the company's directors, supervisors, and senior managers are suspected of violating laws and regulations and are investigated or taken compulsory measures by the competent authorities;
(12) Newly announced laws, regulations, rules and industry policies may have a significant impact on the company;
(13) The board of directors will issue new shares or other refinancing plans, equity incentives Relevant resolutions are formed on the plan;
(14) The court ruled that controlling shareholders are prohibited from transferring their shares; more than 5% of the company’s shares held by any shareholder are pledged, frozen, judicially auctioned, placed in custody, established in trust, or Voting rights are restricted in accordance with the law;
(15) The main assets are sealed, detained, frozen or mortgaged or pledged;
(16) The main or all business comes to a standstill;
(17) Providing significant external guarantees;
(18) Obtaining large government subsidies and other additional income that may have a significant impact on the company's assets, liabilities, equity or operating results;
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(19) Changing accounting policies and accounting estimates;
(20) Being ordered to make corrections by relevant authorities due to errors in previously disclosed information, failure to disclose as required, or false records, or Correction upon decision of the board of directors;
(21) Other circumstances specified by the China Securities Regulatory Commission.
Article 31: A listed company shall timely perform its information disclosure obligations for major events at any of the following time points that first occur:
(1) The board of directors or the board of supervisors When a resolution is formed about the event;
(2) When the relevant parties sign a letter of intent or agreement on the major event;
(3) The directors, supervisors or senior managers are aware of the occurrence of the major event and report when.
If one of the following circumstances occurs before the time specified in the preceding paragraph, the listed company shall promptly disclose the current status of the relevant matters and risk factors that may affect the progress of the event:
(1) It is difficult to keep this major incident secret;
(2) The major incident has been leaked or there are rumors in the market;
(3) There are abnormal transactions in the company's securities and their derivatives.
Article 32: After a listed company discloses a major event, if there are developments or changes in the disclosed major events that may have a greater impact on the trading prices of the listed company's securities and their derivatives, the progress shall be disclosed in a timely manner. Or changes and possible impacts.
Article 33 If a listed company’s controlled subsidiary occurs a major event specified in Article 30 of these Measures, which may have a greater impact on the trading price of the listed company’s securities and its derivatives, the listed company shall perform Information disclosure obligations.
If an event occurs in a listed company's shareholding company that may have a greater impact on the trading price of the listed company's securities and its derivatives, the listed company shall fulfill its information disclosure obligations.
Article 34 If the acquisition, merger, division, issuance of shares, repurchase of shares, etc. of a listed company results in significant changes in the total share capital, shareholders, actual controllers, etc. of the listed company, the information disclosure obligation People shall perform reporting and announcement obligations in accordance with the law and disclose changes in equity.
Article 35: Listed companies shall pay attention to abnormal transactions in the company’s securities and derivatives and media reports about the company.
When abnormal transactions occur in securities and their derivatives or news appears in the media that may have a significant impact on the trading of the company's securities and their derivatives, the listed company shall promptly learn the true situation from the relevant parties and, if necessary, Inquiries should be made in writing.
The controlling shareholders, actual controllers and persons acting in concert of a listed company shall promptly and accurately inform the listed company of any proposed equity transfer, asset restructuring or other major events, and cooperate with the listed company in providing information Disclosure work.
Article 36: If a company's securities and derivatives transactions are deemed to be abnormal transactions by the China Securities Regulatory Commission or a stock exchange, the listed company shall promptly understand the factors that cause abnormal fluctuations in securities and derivatives transactions. , and disclose it in a timely manner. Article 37 Listed companies shall formulate an information disclosure management system. The information disclosure management system should include:
(1) Clarify the information that listed companies should disclose and determine the disclosure standards;
(2) The process of transmission, review and disclosure of undisclosed information ;
(3) Responsibilities of the information disclosure management department and its responsible persons in information disclosure;
(4) Responsibilities of directors and the board of directors, supervisors and the board of supervisors, senior managers, etc. Responsibilities of reporting, review and disclosure;
(5) Records and storage systems for directors, supervisors and senior managers to perform their duties;
(6) Confidentiality measures for undisclosed information, The scope and confidentiality responsibilities of insiders of inside information;
(7) Internal control and supervision mechanisms for financial management and accounting;
(8) Application, review, and Release process; information communication and systems with investors, securities service institutions, media, etc.;
(9) File management of documents and materials related to information disclosure;
(10) Involvement Information disclosure affairs management and reporting system of subsidiaries;
(11) Accountability mechanism for failure to disclose information in accordance with regulations, and measures to deal with those who violate regulations.
The information disclosure management system of a listed company shall be reviewed and approved by the company’s board of directors and reported to the Securities Regulatory Bureau and the stock exchange at the place of registration for filing.
Article 38 Directors, supervisors and senior managers of listed companies shall perform their duties diligently, pay attention to the preparation of information disclosure documents, ensure that regular reports and temporary reports are disclosed within the prescribed period, and cooperate with listed companies and other The information disclosure obligor shall perform the information disclosure obligations.
Article 39: Listed companies shall formulate procedures for the preparation, review and disclosure of periodic reports. Senior management personnel such as managers, financial controllers, and board secretaries should prepare drafts of periodic reports in a timely manner and submit them to the board of directors for review; the board secretary is responsible for delivering them to the directors for review; the chairman is responsible for convening and presiding over board meetings to review periodic reports; and the board of supervisors is responsible for reviewing the periodic reports prepared by the board of directors. Reporting; the Board Secretary is responsible for organizing the disclosure of regular reports.
Article 40: Listed companies shall formulate procedures for reporting, transmitting, reviewing and disclosing major events. When directors, supervisors and senior managers learn of the occurrence of a major event, they should immediately perform their reporting obligations in accordance with company regulations; after receiving the report, the chairman of the board of directors should immediately report to the board of directors and urge the board secretary to organize the disclosure of interim reports.
Article 41: Listed companies communicate with any institution or individual on the company’s operating conditions, financial status and other events through performance briefings, analyst meetings, road shows, accepting investor surveys, etc. , shall not provide inside information.
Article 42 Directors shall understand and continue to pay attention to the company's production and operation conditions, financial status, major events that have occurred or may occur in the company and their impact, and proactively investigate and obtain information needed for decision-making.
Article 43 Supervisors shall supervise the performance of information disclosure responsibilities by the company’s directors and senior managers; pay attention to the company’s information disclosure and discover that there are any violations of laws and regulations in information disclosure, they shall investigate and raise Treatment recommendations.
The written review opinion issued by the board of supervisors on the periodic report shall explain whether the preparation and review procedures comply with laws, administrative regulations, and the provisions of the China Securities Regulatory Commission, and whether the content of the report can truly, accurately and completely reflect the listing. The actual situation of the company.
Article 44 Senior managers shall report to the board of directors in a timely manner major events in the company's operations or finances, the progress or changes in disclosed events, and other relevant information.
Article 45: The secretary of the board of directors is responsible for organizing and coordinating the company's information disclosure affairs, collecting information that should be disclosed by listed companies and reporting to the board of directors, continuously paying attention to media reports on the company, and proactively verifying the true situation of the reports. The secretary of the board of directors has the right to participate in shareholders’ meetings, board meetings, board of supervisors meetings and senior management-related meetings, and has the right to understand the company’s financial and operating conditions, and to review all documents involving information disclosure matters.
The secretary of the board of directors is responsible for handling matters related to the public release of listed company information. In addition to announcements by the board of supervisors, information disclosed by listed companies shall be released in the form of announcements by the board of directors. Directors, supervisors, and senior managers may not release undisclosed information of listed companies to the outside world without written authorization from the board of directors.
Listed companies should provide convenient conditions for the board secretary to perform his duties, and the financial person in charge should cooperate with the board secretary in the relevant work of financial information disclosure.
Article 46 When the following events occur to the shareholders and actual controllers of a listed company, they shall proactively inform the board of directors of the listed company and cooperate with the listed company in fulfilling its information disclosure obligations.
(1) A shareholder or actual controller who holds more than 5% of the company’s shares has a major change in his or her holding of shares or control of the company;
(2) Court ruling Controlling shareholders are prohibited from transferring their shares, and more than 5% of the company's shares held by any shareholder are pledged, frozen, judicially auctioned, placed in custody, set up as a trust, or have voting rights restricted in accordance with the law;
(3) Plans to impose restrictions on listed companies Carrying out major asset or business reorganization;
(4) Other circumstances specified by the China Securities Regulatory Commission.
Before the information that should be disclosed is disclosed in accordance with the law, the relevant information has been disseminated in the media or there are abnormal transactions in the company's securities and derivatives, the shareholders or actual controllers shall promptly and accurately make a written statement to the listed company. Report and cooperate with listed companies to make timely and accurate announcements.
Shareholders and actual controllers of listed companies must not abuse their shareholder rights and dominant position, and must not require listed companies to provide them with inside information.
Article 47: When a listed company issues shares non-publicly, its controlling shareholders, actual controllers and issuers shall provide relevant information to the listed company in a timely manner and cooperate with the listed company in fulfilling its information disclosure obligations.
Article 48: Directors, supervisors, senior managers, shareholders holding more than 5% of the shares of a listed company, and persons acting in concert and actual controllers shall promptly report to the board of directors of the listed company the related persons of the listed company List and description of relationships. Listed companies should perform review procedures for related-party transactions and strictly implement the voting avoidance system for related-party transactions. The parties to the transaction shall not conceal the related relationship or use other means to circumvent the related transaction review procedures and information disclosure obligations of listed companies.
Article 49: Shareholders or actual controllers who hold more than 5% of the shares of a listed company through entrustment or trust, etc., shall promptly inform the listed company of the entrustment and cooperate with the listed company in information disclosure obligation.
Article 50 Information disclosure obligors shall provide all information related to their practice to the sponsors and securities service agencies hired by them, and ensure that the information is true, accurate, and complete, and shall not refuse, conceal, or make false statements. .
When sponsors and securities service agencies issue special documents for information disclosure, they discover that the materials provided by listed companies and other information disclosure obligors contain false records, misleading statements, major omissions, or other major violations. , they should be asked to supplement and correct. If the information disclosure obligor fails to supplement or correct the information, the sponsor and securities service agency shall promptly report to the China Securities Regulatory Bureau and the stock exchange where the company is registered.
Article 51: If a listed company dismisses an accounting firm, it shall promptly notify the accounting firm after the board of directors makes a resolution. When the company's shareholders' meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions. . If the shareholders' meeting makes a resolution to dismiss or change an accounting firm, the listed company shall explain the specific reasons for the change and the accounting firm's statement when disclosing the decision.
Article 52 Sponsors and securities service institutions that issue special documents for information disclosure obligors to fulfill their information disclosure obligations shall be diligent, honest and trustworthy, and comply with business rules, industry practice standards and regulations formulated in accordance with the law. The Code of Ethics expresses professional opinions and guarantees the authenticity, accuracy and completeness of the documents produced.
Article 53 Certified public accountants shall adhere to the risk-oriented audit concept, strictly implement the Certified Public Accountant Practice Standards and relevant regulations, improve the assurance procedures, scientifically select assurance methods and techniques, and fully understand the entity being authenticated and its environment. , pay careful attention to the risk of material misstatement, obtain sufficient and appropriate evidence, and issue reasonable assurance conclusions.
Article 54 Asset appraisal institutions shall abide by professional ethics, strictly abide by appraisal standards or other appraisal norms, appropriately select appraisal methods, and the assumptions put forward in the appraisal shall be in line with the actual situation, and the evaluation objects shall be Obtain sufficient evidence for the legality of transactions, income, expenses, investments and other businesses and the reliability of future forecasts, fully consider the probability and impact of various future possibilities, and form a reasonable assessment conclusion.
Article 55: No institution or individual may illegally obtain, provide, or disseminate inside information of a listed company, and may not use the obtained inside information to buy or sell or recommend others to buy or sell company securities and their derivatives. Use inside information in investment value analysis reports, research reports and other documents.
Article 56 The media should objectively and truthfully report situations involving listed companies and play the role of public opinion supervision.
No institution or individual may provide or disseminate false or misleading information about listed companies to investors.
Anyone who violates the provisions of the first two paragraphs and causes losses to investors shall bear liability for compensation in accordance with the law. Article 57 The China Securities Regulatory Commission may require listed companies and other information disclosure obligors or their directors, supervisors, and senior managers to explain or provide relevant information on relevant information disclosure issues, and require listed companies to provide sponsors or securities. Professional advice from service organizations.
If the China Securities Regulatory Commission has doubts about the authenticity, accuracy, and completeness of documents issued by sponsors and securities service agencies, it may require relevant agencies to provide explanations and supplements, and review their working papers.
Listed companies and other information disclosure obligors, sponsors and securities service institutions shall respond promptly and cooperate with the China Securities Regulatory Commission’s inspections and investigations.
Article 58 Directors, supervisors and senior managers of listed companies shall be responsible for the authenticity, accuracy, completeness, timeliness and fairness of the company’s information disclosure, but there is sufficient evidence to show that they have Except for performing the obligation of diligence and due diligence.
The chairman, manager, and secretary of the board of directors of a listed company shall bear primary responsibility for the authenticity, accuracy, completeness, timeliness, and fairness of the information disclosed in the company's interim reports.
Chairmen, managers, and financial officers of listed companies shall bear primary responsibility for the authenticity, accuracy, completeness, timeliness, and fairness of the company's financial reports.
Article 59 Information disclosure obligors and their directors, supervisors and senior managers, shareholders, actual controllers, acquirers of listed companies and their directors, supervisors and senior managers violate these Measures , the China Securities Regulatory Commission may take the following regulatory measures:
(1) Order corrections;
(2) Supervisory interviews;
(3) Issue warning letters;
(4) Record the violation of laws and regulations, failure to fulfill public commitments, etc. in the integrity file and publish it;
(5) Determine him as an inappropriate candidate;
(6) Other regulatory measures that can be taken in accordance with the law.
Article 60 If a listed company fails to formulate an information disclosure management system for listed companies in accordance with these Measures, the China Securities Regulatory Commission shall order it to make corrections. Those who refuse to make corrections will be warned and fined by the China Securities Regulatory Commission.
Article 61 If the information disclosure obligor fails to perform the information disclosure obligation within the prescribed time limit, or the disclosed information contains false records, misleading statements or major omissions, the China Securities Regulatory Commission shall, in accordance with the Securities Law 》Article 193 Punishment.
Article 62 If the information disclosure obligor fails to submit relevant reports within the prescribed time limit, or the submitted reports contain false records, misleading statements or major omissions, the China Securities Regulatory Commission shall, in accordance with the Securities Law 》Article 193 Punishment.
Article 63 If ??a listed company avoids information disclosure and reporting obligations by concealing related relationships or taking other means, the China Securities Regulatory Commission will punish it in accordance with Article 193 of the Securities Law.
Article 64: If shareholders or actual controllers of a listed company fail to cooperate with the listed company in fulfilling its information disclosure obligations in accordance with the law, or illegally require the listed company to provide inside information, the China Securities Regulatory Commission shall order it to make corrections and impose a warning or fine. .
Article 65 Sponsors, securities service agencies and their personnel who issue special documents for information disclosure obligors to fulfill their information disclosure obligations violate the Securities Law, administrative regulations and the provisions of the China Securities Regulatory Commission. The China Securities Regulatory Commission shall take regulatory measures such as ordering corrections, supervisory interviews, issuing warning letters, and recording integrity files in accordance with the law; if administrative penalties should be imposed, the China Securities Regulatory Commission shall impose penalties in accordance with the law.
Article 66 If any institution or individual leaks inside information of a listed company, or uses inside information to buy or sell securities and their derivatives, the China Securities Regulatory Commission shall, in accordance with Articles 201 and 2 of the Securities Law, One hundred and two penalties.
Article 67: If any institution or individual prepares or disseminates false information to disrupt the securities market; if the media disseminates untrue and unobjective information about listed companies, the China Securities Regulatory Commission shall, in accordance with Article 206 of the Securities Law, penalty.
Whoever makes false statements or misleading information in securities and derivatives trading activities will be punished by the China Securities Regulatory Commission in accordance with Article 207 of the Securities Law.
Article 68: Anyone suspected of using news reports and other means of communication to extort listed companies shall be ordered by the China Securities Regulatory Commission to make corrections and issue a supervisory recommendation letter to the relevant departments, who shall pursue legal liability in accordance with the law.
Article 69: If listed companies and other persons with information disclosure obligations violate the provisions of these Measures, and the circumstances are serious, the China Securities Regulatory Commission may take measures to ban the relevant responsible persons from entering the securities market.
Article 70 Anyone who violates these Measures and is suspected of committing a crime shall be transferred to judicial organs in accordance with the law and held criminally responsible. Article 71 The meanings of the following terms in these Measures:
(1) Sponsors and securities service agencies that issue special documents for information disclosure obligors to fulfill their information disclosure obligations refer to securities issuance, listing, Sponsors, accounting firms, asset appraisal agencies, law firms, and financial advisory agencies that prepare and issue sponsorship letters, audit reports, asset appraisal reports, legal opinions, financial advisory reports, credit rating reports and other documents for securities business activities such as trading , credit rating agency.
(2) Timely refers to within two trading days from the calculation date or the disclosure time point.
(3) Related transactions of listed companies refer to the transfer of resources or obligations between the listed company or its controlled subsidiaries and related parties of the listed company.
Related persons include related legal persons and related natural persons.
A legal person with one of the following circumstances is an affiliated legal person of a listed company:
1. A legal person that directly or indirectly controls a listed company;
2. Legal persons other than listed companies and their controlled subsidiaries that are directly or indirectly controlled by the legal persons mentioned in the preceding paragraph;
3. Legal persons other than listed companies and their holding subsidiaries that are directly or indirectly controlled by related natural persons, or serve as directors or senior managers;
4. Legal persons or persons acting in concert that hold more than 5% of the shares of a listed company;
5. One of the above situations has existed in the past 12 months or in the next 12 months according to relevant agreements;
6. Other legal persons identified by the China Securities Regulatory Commission, the stock exchange or the listed company based on the principle of substance over form that have a special relationship with the listed company and may or have caused the listed company to tilt its interests.
A natural person who meets one of the following circumstances is a related natural person of a listed company:
1. A natural person who directly or indirectly holds more than 5% of the shares of a listed company;
2. Directors, supervisors and senior managers of listed companies;
3. Directors, supervisors and senior managers of legal persons that directly or indirectly control listed companies;
4. Close family members of the persons mentioned in items 1 and 2 above, including spouse, parents, children over 18 years old and their spouses, brothers and sisters and their spouses, spouse’s parents, brothers and sisters, and children’s spouse’s parents; < /p>
5. One of the above situations has existed in the past 12 months or in the next 12 months according to relevant agreements;
6. Other natural persons who are identified by the China Securities Regulatory Commission, the stock exchange or the listed company based on the principle of substance over form as having a special relationship with the listed company and who may or have caused the listed company to tilt its interests.
(4) Designated media refers to newspapers, periodicals and websites designated by the China Securities Regulatory Commission.
Article 72 These Measures shall come into effect on the date of promulgation. "Implementation Rules for Information Disclosure by Companies that Offer Stocks to the Public" (Trial) (Zhengjian Shangzi [1993] No. 43), "Notice on Matters Related to Public Issuance of Stocks and Information Disclosure of Listed Companies" (Zhengjianyanzi [1993] No. 19), "Notice on Strengthening the Review of Interim Reports of Listed Companies" (Zhengjian Shangzi [1996] No. 26), "Notice on Several Issues Concerning Clarification Announcements Issued by Listed Companies" (Zhengjian Shangzi [1996] No. 28), "Disclosure by Listed Companies" Notice on Electronic Archiving of Information" (Zhengjian Xinzi [1998] No. 50), "Notice on Further Strengthening the Supervision of Information Disclosure of ST and PT Companies" (Zhengjian Company Zi [2000] No. 63), "Notice on the Proposed Issuance of New Shares" "Notice on Issues Related to Interim Reports of Listed Companies" (CSRC Zi [2001] No. 69), "Notice on Submitting Temporary Announcements and Related Attachments of Listed Companies to the China Securities Regulatory Commission's Regional Office for Filing" (CSRC Zi [2003] No. 7) abolished at the same time.