China Securities Regulatory Commission, Guidelines on Contents and Formats for Information Disclosure by Companies that Offer Securities to the Public No.2: Contents and Format of Annual Reports (2012 Revision)

中国证券监督管理委员会公开发行证券的公司信息披露内容与格式准则第2号–年度报告的内容与格式 (2012年修订)

November 12, 2012 | BY

CLP Temp &

Disclosure in annual reports simplified.

Clp Reference: 2330/12.09.19 Promulgated: 2012-09-19 Effective: 2013-01-01

Promulgated: September 19 2012

Effective: January 1 2013

Main contents: The key changes in the revised Guidelines include the following:

i. Significant reduction in the length of the abstract of an annual report. The abstract of an annual report is only required to cover the main financial data and changes in shareholders, management discussion and analysis, and significant matters within the reporting period.

ii. Simplification of the contents required for full disclosure in an annual report. The requirement for disclosing historical information already disclosed in the prospectus, previous annual reports and ad hoc announcements has been removed. The requirement on financial indices is also simplified: only eight items remain in the revised Guidelines. The contents on management discussion and analysis are strengthened. The Guidelines define in greater detail important matters such as significant litigation, arbitration and provision of security and put a stronger emphasis on the disclosure of profit distribution, and the effects on the implementation of the company's internal control governance system.

iii. The section on “Report of the Board of Directors” adds the disclosure of non-financial information that reflects the company's investment value.

iv. A number of voluntary disclosure items are added. Companies are encouraged to disclose the names of their top five suppliers and the amounts of procurement; the names of the top five clients and the sales amounts; and their performance of corporate social responsibility.


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Repealed legislation:
Guidelines on Contents and Formats for Information Disclosure by Companies that Offer Securities to the Public No.2: Contents and Format of Annual Reports (2007 Revision), Dec 17 2007

clp reference:2330/12.09.19 promulgated:2012-09-19 effective:2013-01-01

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