China Securities Regulatory Commission, Measures on the On-site Inspection of Listed Companies

中国证券监督管理委员会上市公司现场检查办法

May 13, 2010 | BY

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CSRC extends the scope of inspection of listed companies.

Clp Reference: 3700/10.04.13 Promulgated: 2010-04-13 Effective: 2010-05-20

Promulgated: April 13 2010
Effective: May 20 2010

Applicability: The phrase “on-site inspection” refers to the supervision and inspection of the compliance of information disclosure and corporate governance of listed companies and their subordinate enterprises and organisations (hereinafter collectively referred to as “Inspection Targets”) by the China Securities Regulatory Commission and its agencies (hereinafter collectively referred to as “CSRC”), by way of review and duplication of documents and materials, inspection of physical items, interviews and inquiries at the production, business and management premises as well as other relevant premises of the Inspection Targets (Article 2).

Main contents: On-site inspection shall focus on: (1) the truthfulness, accuracy, completeness, timeliness and fairness of information disclosure; (2) compliance of corporate governance; (3) compliance of the exercise of shareholder rights or controlling power of the controlling shareholders or de facto controllers; and (4) compliance of accounting, audit and financial management (Article 5). Inspections may be conducted through comprehensive inspections, inspections of special items, on-site visits, sit-in on meetings, and reviews (Article 6).

If a problem uncovered in an on-site inspection involves the controlling shareholders or de facto controllers of the listed company, the concerned merger, acquisition or re-organisation parties or a securities service firm, the CSRC may conduct a joint inspection within the scope of the inspection matters and require the parties to provide an account of the case, working drafts and other relevant documents and materials (Article 13).

Where an on-site inspection uncovers that the Inspection Target has failed to disclose material matters that should have been disclosed or the disclosure is inconsistent with the actual facts, the Inspection Target shall disclose the matter in accordance with the requirements of the CSRC in a timely manner (Article 20).

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Repealed legislation: Measures for the Inspection of Listed Companies, Mar 19 2001

clp reference:3700/10.04.13promulgated:2010-04-13effective:2010-05-20

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