China Securities Regulatory Commission, Guidelines for Contents and Formats for Information Disclosures by Companies that Offer Securities to the Public (No.2): Contents and Format of Annual Reports (2007 Revision)

Issued: December 17 2007
Effective: as of date of issuance

Main Contents: According to Article 23 of the Guidelines, companies limited by shares that publicly issue shares and that are listed on stock exchanges in the PRC in accordance with the Company Law and Securities Law (Companies) are now required to disclose a table on changes to locked-up shares. Locked-up shares refer to locked-up shares under the reform regarding the separation of equity ownership and trading rights, locked-up shares issued in an offering, and the shareholdings of the directors, supervisors and senior management personnel, as well as shares that are locked-up due to other reasons.

If a strategic investor or general legal person becomes one of the top 10 shareholders as a result of new share placement, this shall be noted, and the commencement and end dates of the agreed shareholding period shall be disclosed. In respect of the de facto controller, the natural person, state-owned assets administrative department or other organization or natural person determined by certain agreement or arrangement reached by the shareholders, including de facto control assumed by way of a trust, shall be disclosed. If the de facto controller assumes control of the company through a trust or other asset management format, the major particulars of the trust contract or other asset management arrangement shall be disclosed. Where, on the ultimate level of control of the company, there is more than one natural person or more than one legal person controlled by natural persons, and none of which have a shareholding (the percentage of shares of companies of the next lower controlling level held or controlled) of more than 50%, and the company is unable to determine the de facto controller due to the approximate shareholdings of each shareholder, the company shall disclose the details of shareholders with a 5% or more shareholding with the ultimate level of control (Article 24).