On March 18, 2021, the China Securities Regulatory Commission issued a new version of the "Measures for the Administration of Information Disclosure by Listed Companies" (Order No. 182 of the China Securities Regulatory Commission, hereinafter referred to as the "Measures for the Administration of Information Disclosure"), which will be implemented as of May 1, 2021. Compared to the 2007 "Management Measures for Information Disclosure of Listed Companies" (hereinafter referred to as the old version of the "Information Disclosure Measures"), the new regulations have revised the disclosure requirements for periodic and interim reports of listed companies in the following aspects:

1、 Clarify the scope of periodic reports, including annual and interim reports, excluding quarterly reports

Article 12 of the new "Letter Disclosure Measures" stipulates: "The periodic reports that a listed company should disclose include annual reports and interim reports. Any information that has a significant impact on investors' value judgments and investment decisions should be disclosed." This amendment is consistent with Article 79 of the Securities Law, which specifies that the periodic reports that a listed company should disclose are annual reports and interim reports.

The above provisions of the new version of the "Letter and Phrase Measures" exclude quarterly reports from the scope of regular reports. Is it necessary for listed companies to disclose quarterly reports from May 1, 2021? "This is not the case. In the new version of the Revised Notes to the Management Measures for Information Disclosure of Listed Companies, it is explicitly stated that:" It is clear that regular reports include annual reports and interim reports, and the content of quarterly reports is not specified in the Measures. The disclosure requirements for quarterly reports can be specified by the securities exchange in its business rules, ensuring that the protection of investors' right to know is not reduced. "Therefore, after the implementation of the new version of the Measures for Information Disclosure, Listed companies still need to continue to disclose quarterly reports, but the disclosure requirements for quarterly reports are specified by stock exchanges in their subsequent business rules, which may differ from the disclosure requirements for annual reports and interim reports in the new version of the Disclosure Measures.

2、 Disclosure method of periodic reports

Article 8 (2) of the new version of the Measures for Information Disclosure stipulates that "the full text of information disclosure documents shall be disclosed on the websites of stock exchanges and newspapers and periodicals that meet the conditions prescribed by the CSRC, and the summaries of information disclosure documents such as periodic reports and acquisition reports shall be disclosed on the websites of stock exchanges and newspapers and periodicals that meet the conditions prescribed by the CSRC." According to this provision, For regular reports, it is only necessary to disclose the abstract of the document on the paper media, and other content can be disclosed on the website of the stock exchange and the website legally established by newspapers and periodicals that meet the requirements specified by the CSRC, further simplifying the content disclosed by listed companies in regular reports, and further reducing the cost of information disclosure.

3、 Clarified the board, supervisor, and senior objection statement system

The first paragraph of Article 16 of the new version of the "Letter Disclosure Measures" stipulates: "The content of periodic reports shall be reviewed and approved by the board of directors of a listed company. Periodic reports that have not been reviewed and approved by the board of directors shall not be disclosed." This provision further strengthens the responsibility of the board of directors in information disclosure, and clearly stipulates that periodic reports that have not been reviewed and approved by the board of directors shall not be disclosed.

Article 16, paragraph 4, of the new version of the "Letter of Credit Measures" stipulates: "If directors and supervisors cannot guarantee the authenticity, accuracy, completeness, or have objections to the content of periodic reports, they should vote against or abstain from voting when the board of directors or the board of supervisors deliberates and reviews periodic reports." This provision further strengthens the responsibilities of directors and supervisors, explicitly requiring that when the authenticity, accuracy In case of completeness or objection, the directors and supervisors shall vote against or abstain from voting during the review.

Article 16, paragraph 6, of the new version of the "Letter Disclosure Measures" stipulates: "Directors, supervisors, and senior management personnel shall follow the principle of prudence when expressing their opinions in accordance with the provisions of the preceding paragraph, and their responsibility to ensure the authenticity, accuracy, and completeness of the content of periodic reports shall not only be exempt from the obligation to express their opinions,"; Article 51 stipulates: "The directors, supervisors, and senior management personnel of a listed company shall be responsible for the authenticity, accuracy, completeness, timeliness, and fairness of the company's information disclosure, except where there is sufficient evidence to demonstrate that they have fulfilled their obligations of diligence and due diligence." This provision specifies that the directors, supervisors, and senior management personnel shall follow the principle of prudence in expressing their opinions and shall not abuse the objection statement system. Directors, supervisors, and senior management personnel can only be exempted from their responsibility to ensure the authenticity, accuracy, and completeness of the content of periodic reports if they have sufficient evidence to demonstrate that they have fulfilled their obligations of diligence and due diligence. They cannot be exempted solely on the basis of their statements of objection.

4、 Improve the specific content of the interim report

According to Article 80 of the Securities Law, when a major event occurs that may have a significant impact on the stock trading prices of listed companies and companies whose stocks are traded on other national securities trading venues approved by the State Council, and investors are not yet aware of it, the company should immediately submit an interim report on the major event to the securities regulatory authority under the State Council and the securities trading venue, and make a public announcement, stating the cause of the event Current status and possible legal consequences. At the same time, Article 80 specifies the 12 major events mentioned in the preceding paragraph.

Article 22 of the new version of the "Letter Disclosure Measures" stipulates that when a major event occurs that may have a significant impact on the trading prices of listed companies' securities and their derivatives, and investors have not yet become aware of it, listed companies should immediately disclose the cause, current status, and possible impact of the event. At the same time, Article 22 stipulates 19 major events, including Paragraph 2 of Article 80 of the Securities Law, which further improves the disclosure time and content of interim reports.

5、 The revised content is consistent with the provisions of the Securities Law

In addition to the provisions of Article 12 and Article 22 of the above-mentioned new version of the "Letter of Credit Measures", the relevant provisions of the new version of the "Letter of Credit Measures" are more consistent with the provisions of the "Securities Law" and are consistent with the provisions of the "Securities Law".

Article 8 of the new version of the "Letter and Phrase Measures" stipulates that: "The information disclosed according to law shall be published on the website of the stock exchange and the media meeting the conditions prescribed by the CSRC, and shall be placed at the domicile of the listed company and the stock exchange for the public to consult. The full text of the information disclosure documents shall be disclosed on the website of the stock exchange and the websites legally established by newspapers and periodicals meeting the conditions prescribed by the CSRC. The summaries of information disclosure documents such as regular reports and acquisition reports shall be Disclosed on the website of the stock exchange and in newspapers and periodicals that meet the conditions prescribed by the China Securities Regulatory Commission. "Information disclosure obligors shall not replace their reporting and announcement obligations with any form such as press releases or answering reporters' questions, nor shall they replace their interim reporting obligations with regular reports.", This provision is consistent with the provision in Article 86 of the Securities Law that "information disclosed in accordance with the law shall be published on the website of a securities trading venue and on media that meet the conditions prescribed by the securities regulatory authority under the State Council, and shall be placed at the company's domicile and securities trading venue for public reference.". The "release on the media designated by the China Securities Regulatory Commission" stipulated in Article 6 of the old version of the "Letter Disclosure Measures" is revised to "release on the website of the stock exchange and the media meeting the conditions specified by the China Securities Regulatory Commission".

Article 12 of the new version of the Measures stipulates that the financial and accounting reports in annual reports should be "audited by an accounting firm that meets the provisions of the Securities Law." This article amends the provisions of Article 19 of the old version of the Measures that the financial and accounting reports in annual reports should be "audited by an accounting firm with securities and futures related business qualifications.".

Article 54 of the new version of the "Information Disclosure Measures" stipulates that information disclosure obligors "who fail to submit relevant reports or fulfill their information disclosure obligations within the prescribed time limit in accordance with the provisions of the Securities Law, or who submit reports or disclose information that contain false records, misleading statements, or significant omissions, shall be punished by the CSRC in accordance with Article 197 of the Securities Law.", This article amends Article 61 of the old version of the "Letter Disclosure Measures", which stipulates that "if the information disclosure obligor fails to fulfill the information disclosure obligation within the prescribed time limit, or the disclosed information contains false records, misleading statements, or significant omissions, the CSRC shall punish it in accordance with Article 193 of the Securities Law.".

(This article is translated by software translator for reference only.)