China Securities Regulatory Commission, Measures for the Administration of Information Disclosure by Listed Companies

If any of the following circumstances arises prior to the disclosure of information on material events as required, listed companies shall disclose the present status of relevant matters and risk factors that may have an impact on the development of the material event in a timely manner:

(1) where it is difficult to ensure confidentiality of that material event;

(2) where the material event has already been leaked or rumours have already surfaced on the market; and

(3) where there are unusual transactions of the company's securities and derivatives thereof (Article 31).

Material events shall include material changes to the company's business policy and scope; the issuing of new laws, regulations, rules and industry policies that may have a material impact on the company; forming of resolutions by the board of directors relating to the issuing of new shares or other refinancing proposals, or share incentive schemes; and court rulings that prohibits the controlling shareholder from transferring its shares (Article 30).

Listed companies shall establish management mechanisms for information disclosure (Article 37). The secretary to the board of directors shall be responsible for organizing and coordinating matters relating to the listed company's information disclosure, gathering information that shall be disclosed by the company and reporting it to the board of directors, paying constant attention to the media's reports on the company, and verifying the truth of what is reported spontaneously (Article 45). Institutions and individuals may not provide or disseminate information on listed companies that is false or misleading to investors, and shall assume liability to compensate investors in accordance with the law if they suffer losses as a result (Article 56).

Related Legislation: PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p.21 and PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31

Repealed legislation: Implementing Rules for Information Disclosure by Companies Issuing Shares to the Public (Trial Implementation), Jun 10 1993; Circular on Matters Relevant to Public Offerings of Shares and Information Disclosure of Listed Companies, 1993; Circular on Strengthening the Examination of Interim Reports of Listed Companies, Dec 12 1996; Circular on Several Problems Concerning the Release of a Clarification Notice by Listed Companies, Dec 13 1996, CLP 1997 No.5 p.14; Circular on Matters Concerning Electronic Filing for Information Disclosed by Listed Companies, 1998; Circular on Further Strengthening the Regulation of Information Disclosure by ST and PT Companies, 2000; Circular Concerning Issues Relevant to Interim Reports of Listed Companies that Intend to Issues New Shares, 2001; and Circular Concerning the Submission of Ad Hoc Announcements and Relevant Appendices by Listed Companies to Local Offices of the China Securities Regulatory Commission for Record Filing, 2003