Chapter III Periodic Reports

Article 19 The periodic reports to be disclosed by listed companies include annual reports, interim reports and quarterly reports. All information that has a significant impact on investors' investment decisions should 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 The annual report shall be completed and disclosed within 4 months after the end of each fiscal year, the interim report shall be completed and disclosed within 2 months after the end of the first half of each fiscal year, and the quarterly report shall be completed and disclosed within 65,438+0 months after the end of the third and ninth months of each fiscal year.

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

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 amount of stocks and bonds and the total number of shareholders at the end of the reporting period, and the shareholding of the top 65,438+00 shareholders of the company;

(4) Information on shareholders, controlling shareholders and actual controllers holding more than 5% of the shares;

(5) The positions of directors, supervisors and senior managers, changes in shareholding and annual salary;

(6) Report of the board of directors.

(7) Management discussion and analysis;

(8) Major events during the reporting period and their impact on the company;

(nine) the full text of the financial accounting report and audit report;

(ten) other matters stipulated by the China Securities Regulatory Commission.

Article 22 An interim 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 shareholders, the shareholding of the company's top 10 shareholders, and the changes of controlling shareholders and actual controllers;

(4) Management discussion and analysis;

(five) major litigation, arbitration and other major events during the reporting period and their impact on the company;

(6) Financial and accounting reports.

(seven) other matters stipulated by the China Securities Regulatory Commission.

Twenty-third quarterly reports shall record the following contents:

(1) Basic information of the company;

(2) Main accounting data and financial indicators;

(3) Other matters stipulated by the China Securities Regulatory Commission.

Article 24 The directors and senior managers of the company shall sign written confirmation opinions on the periodic report, and the board of supervisors shall put forward written audit opinions, explaining whether the preparation and audit procedures of the board of directors comply with laws, administrative regulations and the provisions of the China Securities Regulatory Commission, and whether the contents of the report can truly, accurately and completely reflect the actual situation of listed companies.

If directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic reports or have objections, they shall explain the reasons, express their opinions and disclose them.

Twenty-fifth listed companies are expected to lose money or major changes in operating performance, it should make a timely performance forecast.

Article 26 In case of performance disclosure before the disclosure of the periodic report, or performance rumors and abnormal fluctuations in the trading of the company's securities and its derivatives, the listed company shall timely disclose the relevant financial data of this reporting period.

Article 27 If a non-standard audit report is issued for 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 the financial accounting report in the periodic report is issued with non-standard audit opinions, and the stock exchange thinks that it is suspected of violating the law, it shall be submitted to the China Securities Regulatory Commission for investigation.

Article 28 If a listed company fails to disclose its annual report and interim report within the prescribed time limit, the China Securities Regulatory Commission shall immediately file a case for inspection, and the stock exchange shall handle it according to the Listing Rules.

Article 29 The format and compilation rules of annual report, interim report and quarterly report shall be formulated separately by the China Securities Regulatory Commission.

Chapter IV Interim Report

Article 30 When a major event occurs that may have a significant impact on the trading price of listed companies' securities and their derivatives, and investors are unaware of it, listed companies shall immediately disclose the cause, current situation and possible impact of the event.

The major events mentioned in the preceding paragraph include:

(a) major changes in the company's business policy and business scope;

(2) the company's major investment behavior and major decisions on purchasing real estate;

(3) The conclusion of an important contract by the company may have an important impact on the company's assets, liabilities, rights and interests and operating results;

(4) The company has major debts but fails to pay off the due major debts, or is liable for a large amount of compensation;

(5) The company has suffered heavy losses or serious losses;

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

(7) The directors, supervisors or managers of the company 1/3 or above have changed; The chairman or manager is unable to perform his duties;

(8) Significant changes have taken place in the shareholding or control of the company by shareholders or actual controllers who hold more than 5% of the shares of the company;

(9) Deciding on capital reduction, merger, division, dissolution and filing for bankruptcy of the Company; Or enter bankruptcy proceedings according to law and be ordered to close down;

(10) Major litigation or arbitration involving the company, and the resolutions of the shareholders' meeting and the board of directors are revoked or declared invalid according to law;

(11) The company is suspected of violating laws and regulations and has been placed on file for investigation by the competent authority, or has been subjected to criminal punishment or major administrative punishment; Directors, supervisors and senior managers of the company are suspected of violating the law and discipline and are investigated or taken compulsory measures by the competent authorities;

(XII) Newly promulgated laws, regulations, rules and industrial policies may have a significant impact on the company;

(XIII) The board of directors forms relevant resolutions on the issuance of new shares or other refinancing plans and equity incentive plans;

(fourteen) the court ruled that the controlling shareholder is prohibited from transferring its shares; More than 5% of the shares of the company held by any shareholder are pledged, frozen, judicially auctioned, entrusted or restricted in voting rights according to law;

(fifteen) the main assets are sealed up, detained, frozen or mortgaged or pledged;

(sixteen) the main or all business comes to a standstill;

(17) Providing major external guarantees;

(18) Obtaining large government subsidies and other additional benefits that may have a significant impact on the company's assets, liabilities, rights and interests or operating results;

(XIX) Changing accounting policies and accounting estimates;

(20) Due to errors, undisclosed or false records in the information disclosed in the previous period, it is ordered by the relevant department to make corrections or corrected by the decision of the board of directors;

(twenty-one) other circumstances stipulated by the China Securities Regulatory Commission.

Article 31 Under any of the following circumstances, a listed company shall timely fulfill its obligation to disclose information on major events:

(1) When the board of directors or the board of supervisors makes a resolution on this major issue;

(two) when the parties sign a letter of intent or agreement on major issues;

(3) The directors, supervisors or senior managers know and report the major event.

In case of any of the following circumstances before the time specified in the preceding paragraph, the listed company shall timely disclose the current situation of relevant matters and the risk factors that may affect the progress of the event:

(a) major events are difficult to keep secret;

(two) major events have been leaked or there are rumors in the market;

(3) Abnormal trading of the company's securities and their derivatives.

Article 32 After a listed company discloses a major event, if the disclosed major event makes progress or changes, which may have a significant impact on the trading price of the listed company's securities and its derivatives, it shall timely disclose the progress or changes and the possible impact.

Article 33 Where a major event specified in Article 30 of these Measures occurs in a holding subsidiary of a listed company, which may have a significant impact on the trading price of the listed company's securities and their derivatives, the listed company shall fulfill its obligation of information disclosure.

When a listed company has an event that may have a significant impact on the transaction price of its securities and its derivatives, it shall fulfill its obligation of information disclosure.

Article 34 If the acquisition, merger, division, share issuance and share repurchase of a listed company lead to major changes in the total share capital, shareholders and actual controllers of the listed company, the information disclosure obligor shall perform the reporting and announcement obligations according to law and disclose the changes in rights and interests.

Article 35 A listed company should pay attention to the abnormal transactions of its securities and their derivatives and the media reports on the company.

When there is abnormal trading 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 know the real situation from the relevant parties and make a written inquiry when necessary.

The controlling shareholder, actual controller and concerted parties of a listed company shall promptly and accurately inform the listed company whether there are any major issues such as equity transfer and asset reorganization in the planning, and cooperate with the listed company in information disclosure.

Article 36 If the trading of the company's securities and its derivatives is recognized as abnormal trading by the China Securities Regulatory Commission or the stock exchange, the listed company shall timely understand the factors that cause abnormal fluctuations in the trading of the securities and its derivatives, and timely disclose them.

Extended data:

According to the Measures for the Administration of Information Disclosure of Listed Companies:

Article 37 A listed company shall formulate an information disclosure management system. The information disclosure affairs management system shall include:

(1) Defining the information to be disclosed by listed companies and determining the disclosure standards;

(2) the process of transmission, review and disclosure of undisclosed information;

(three) the responsibilities of the information disclosure affairs management department and its responsible person in information disclosure;

(4) Reporting, deliberation and disclosure duties of directors, board of directors, supervisors, supervisors and senior managers;

(5) Records and custody system for directors, supervisors and senior managers in performing their duties;

(six) the confidentiality measures for undisclosed information, the scope of insider information and the confidentiality responsibility;

(seven) the internal control and supervision mechanism of financial management and accounting;

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

(nine) file management of information disclosure related documents and materials;

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

(eleven) the accountability mechanism for failing to disclose information in accordance with the provisions, and the handling measures for those who violate the provisions.

The information disclosure management system of a listed company shall be reviewed and approved by the board of directors of the company and reported to the securities regulatory bureau and the stock exchange at the place of registration for the record.

Article 38 Directors, supervisors and senior managers of listed companies shall be diligent and conscientious, pay attention to the compilation of information disclosure documents, ensure that periodic reports and interim reports are disclosed within the prescribed time limit, and cooperate with listed companies and other information disclosure obligors to fulfill their information disclosure obligations.

Article 39 A listed company shall formulate procedures for the preparation, review and disclosure of periodic reports. The manager, financial controller, secretary of the board of directors and other senior management personnel shall prepare the draft periodic report in time and submit it to the board of directors for deliberation.

The secretary of the board of directors is responsible for sending it to the directors for review; The chairman is responsible for convening and presiding over board meetings and reviewing periodic reports; The board of supervisors is responsible for reviewing the periodic reports prepared by the board of directors; The secretary of the board of directors is responsible for organizing the disclosure of periodic reports.

Article 40 A listed company shall formulate procedures for reporting, transmitting, examining and disclosing major events. When the directors, supervisors and senior managers are aware of the occurrence of major events, they shall immediately perform their reporting obligations in accordance with the company's regulations; After receiving the report, the chairman shall immediately report to the board of directors and urge the secretary of the board of directors to organize the disclosure of the interim report.

Baidu Encyclopedia-Measures for the Administration of Information Disclosure of Listed Companies