China Securities Regulatory Commission, Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines No.1: Prospectuses

Issued: March 15 2001
Effective: as of date of issue
Interpreting authority: China Securities Regulatory Commission
Applicability: These Guidelines also apply to proposed offers of domestically listed foreign investment shares (Article 2).

Main contents: The Guidelines contain 179 articles, detailing the minimum requirements for the contents and format of prospectuses. As general requirements, financial reports contained in a prospectus must be signed by at least two registered accountants who have qualifications in securities-related business, and the information contained therein must not be older than six months or, in special circumstances and subject to approval, seven months (Articles 7 and 8). A prospectus is valid for three months or, in special circumstances, four months (Article 9). If a prospectus is translated into a foreign language, the Chinese version shall prevail in case of discrepancy (Article 12). The Guidelines require that a prospectus disclose various types of information relating to the issuer and the issuance in these sections: general information on the issue; risk factors; general information on the issuer; business and technology; competition in the business and affiliated transactions; the directors, supervisors, officers and core technical personnel; corporate governance structure; financial information; business development objectives; use of the proceeds from the offering; and issue price and dividend policy (Part Two). The Guidelines set out the number of specific statements that must be made in a prospectus by the directors of the issuer and the professional intermediaries for the issue (Articles 168 to 173).
Related legislation: PRC, Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p21 and PRC, Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p31
Repealed legislation: Issue of the Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines No. 1: Contents and Format of Prospectuses Circular, Jan 6 1997