The Securities Association of China, Information Disclosure by Share Transferring Companies Implementing Rules

Promulgated: 28 November 2001
Effective: as of date of promulgation
Interpreting authority: The Securities Association of China
Applicability: For the purposes of these Rules, a "share transferring company" is a non-listed company limited by shares that appoints a duly qualified securities company to handle share transfers on its behalf (Article 2).

Main contents: According to the Rules, the securities company that handles the share transfer of a share transferring company shall procure but not be liable for the timely and accurate information disclosure by the share transferring company (Article 4). Information disclosable by a share transferring company includes its periodic reports and ad hoc reports, which shall be prepared in the required formats, delivered to the specified parties by the required means and published in the required media; if the share transferring company transfers foreign investment shares, the disclosable information shall be made in English and published in an English newspaper outside China where necessary (Articles 8 to 12). Detailed requirements concerning such information disclosure are set out in Part Five (Information Announcement Before Initial Transfer), Part Six (Periodic Reports) and Part Seven (Ad-hoc Reports). The share transferring company may be exempt from disclosing information that, if disclosed, would prejudice the interests of the company or would result in violation of relevant regulations (Articles 18 and 19). The Rules require that each of the directors and supervisors of the share transferring company shall sign an undertaking and that a board secretary shall be appointed to act as the contact person for the securities company concerned (Articles 21 and 26).

Related legislation: PRC, Company Law (Revised), Dec 25 1999, CLP 2005 No.10 p21; PRC, Securities Law, Dec 29 1998, CLP 2006 No.1 p31; Share Transfer Agency Service Provided by Securities Companies Pilot Projects Procedures, Jun 12 2001, CLP 2001 No.6 p11; Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines (No.1): Prospectuses, Mar 15 2001, CLP 2001 No.3 p6; Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines (No. 2): Contents and Format of Annual Reports (1999 Revised Version), Dec 8 1999, CLP 2000 No.2 p5 and Contents and Formats for Information Disclosures by Companies That Offer Securities to the Public Guidelines (No. 3): Contents and Format of Interim Reports (2000 Amended Text), Jun 15 2000, CLP 2000 No. 7 p7 and Compilation Rules for Information Disclosures by Companies That Offer Securities to the Public (No.13): Contents and Format of Quarterly Reports Special Provisions, Apr 6 2001, CLP 2001 No.4 p5