Shanghai Stock Exchange, Guidelines on the System for Management of Information Disclosure Affairs of Listed Companies

上海证券交易所上市公司信息披露事务管理制度指引

April 02, 2007 | BY

clpstaff &clp articles &

Controlling and large shareholders required to disclose material information once known.

Clp Reference: 3700/07.04.04 Promulgated: 2007-04-04 Effective: 2007-04-04

Issued: April 4 2007
Effective: As of date of issue

Main Contents: The Guidelines require that all companies complete the establishment or modification of their systems for management of information disclosure affairs no later than June 30 2007. After the establishment or modification of the system, it shall be presented to the board of directors for deliberation, and shall within five working days of the adoption of the resolution be reported to the securities regulatory authority at the place of registration and the Shanghai Stock Exchange for record filing, and shall at the same time be disclosed on the website of the Shanghai Stock Exchange.

The board of directors of listed companies shall be responsible for implementing the system for management of information disclosure affairs. The chairman of the board or the general manager shall be the primary responsible person for the implementation of the system, and the secretary to the board shall be responsible for the actual coordination (Article 7). The system for management of information disclosure affairs shall specify the workflow for internal circulation, verification and disclosure of information that has not been publicized to ensure that material information is reported at once to the secretary to the board, who shall report the same to the chairman of the board. After the chairman of the board receives the report, he shall report to the board of directors immediately and urge the secretary to the board to organize the disclosure of an ad hoc report (Article 15).

When a controlling shareholder or a major shareholder with a shareholding of at least 5% experiences a material event or knows of material information that shall be disclosed, it shall report the information to the department in charge of information disclosure affairs or the secretary to the board in a timely and proactive manner and perform the corresponding disclosure obligations (Article 21).

Related Legislation: Measures for the Administration of Information Disclosure by Listed Companies, Jan 30 2007, CLP 2007 No.1 p.9; PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31; and Shanghai Stock Exchange, Share Listing Rules

clp reference:3700/07.04.04/SHpromulgated:2007-04-04effective:2007-04-04

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