BIZCHINA / Finance
Securities Law of the People's Republic of China (revised in 2005)
Updated: 2006-04-18 08:56
Article 65 A company whose shares or bonds have been listed for trading
shall, within two months as of the end of the first half of each
accounting year, submit to the securities regulatory authority under the
State Council and the stock exchange a midterm report indicating the
following contents and announce it:
(1) The financial statements and business situation of the company;
(2) The major litigation involving the company;
(3) The particulars of any change concerning the shares or corporate
bonds thereof as already issued;
(4) The important matters as submitted to the general assembly of
shareholders for deliberation; and
(5) Any other matter as prescribed by the securities regulatory
authority under the State Council.
Article 66 A listed company whose shares or bonds have been listed for
trading shall, within four months as of the end of each accounting year,
submit to the securities regulatory authority under the State Council and
the stock exchange an annual report indicating the following contents,
and announce it:
(1) A brief account of the company's general situation;
(2) The financial statement and business situation of the company;
(3) A brief introduction to the directors, supervisors, and senior
managers of the company well as the information regarding their
shareholdings;
(4) The information on shares and corporate bonds as already issued,
including the name list of the top 10 shareholders who hold the largest
numbers of shares in the company as well as the amount of shares as held
thereby;
(5) The actual controller of the company; and
(6) Any other matter as prescribed by the securities regulatory
authority under the State Council.
Article 67 In the event of a major event that may considerably affect the
trading price of a listed company's shares and that is not yet known to
the investors, the listed company shall immediately submit a temporary
report regarding the said major event to the securities regulatory
authority under the State Council and the stock exchange and make an
announcement to the general public as well, in which the cause, present
situation and possible legal consequence of the event shall be indicated:
The term "major event" as mentioned in the preceding paragraph herein
refers to the following circumstances:
(1) A major change in the business guidelines or business scope of the
company;
(2) A decision of the company on any major investment or major asset
purchase;
(3) An important contract as concluded by the company, which may have an
important effect on the assets, liabilities, rights, interests or
business achievements of the company;
(4) Any incurrence of a major debt in the company or default on an
overdue major debt;
(5) Any incurrence of a major deficit or a major loss in the company;
(6) A major change in the external conditions for the business operation
of the company;
(7) A change concerning directors, no less than one-third of supervisors
or managers of the company;
(8) A considerable change in the holdings of shareholders or actual
controllers who each hold or control no less than 5% of the company's
shares;
(9) A decision of the company on capital decrease, merger, division,
dissolution, or application for bankruptcy;
(10) Any major litigation involving the company, or where the resolution
of the general assembly of shareholders or the board of directors have
been cancelled or announced invalid;
(11) Where the company is involved in any crime, which has been filed as
a case as well as investigated into by the judicial organ or where any
director, supervisor or senior manager of the company is subject to
compulsory measures as rendered by the judicial organ; or
(12) Any other matter as prescribed by the securities regulatory
authority under the State Council.
Article 68 The directors and senor managers of a listed company shall
subscribe their opinions for recognition in the periodic report of their
company in written form. The board of supervisors of a listed company
shall carry out an examination on the periodic report of its company as
formulated by the board of directors and produce the relevant examination
opinions in writing. The directors, supervisors and senior managers of a
listed company shall guarantee the authenticity, accuracy and integrity
of the information as disclosed by their listed company.
Article 69 Where the prospectus, measures for financing through issuance
of corporate bonds, financial statement, listing report, annual report,
midterm report, temporary report or any information as disclosed that has
been announced by an issuer or a listed company has any false record,
misleading statement or major omission, and thus incurs losses to
investors in the process of securities trading, the issuer or the listed
company shall be subject to the liabilities of compensation. Any
director, supervisor, senior manager or any other person of the issuer or
the listed company directly responsible shall be subject to the joint and
several liabilities of compensation, except for anyone who is able to
prove his exemption of any fault. Where any shareholder or actual
controller of an issuer or a listed company has any fault, he shall be
subject to the joint and several liabilities of compensation together
with the relevant issuer or listed company.
Article 70 The information as prescribed by law to be disclosed shall be
publicized through the media as designated by the securities regulatory
authority under the State Council and shall, at the same time, be made
available for public reference at the company's domicile and a stock
exchange.
Article 71 The securities regulatory authority under the State Council
shall carry out supervision over annual reports, midterm reports,
temporary reports of listed companies as well as their announcements,
over the distribution or rationing of new shares of such listed companies
and over the controlling shareholders and any other obligor of
information disclosure of listed companies. The securities regulatory
body, stock exchange, recommendation party or securities company
involving in underwriting as well as the relevant personnel thereof
shall, before an announcement is made by a company according to the
provisions of the relevant laws and administrative regulations, divulge
any content concerned before the announcement.
Article 72 Where a stock exchange decides to suspend or terminate the
listing of any securities, it shall announce the decision in a timely
manner and report it to the securities regulatory authority under the
State Council for archival purpose.
Section IV Prohibited Trading Acts
Article 73 Any insider who has access to any insider information of
securities trading or who has unlawfully obtained any insider information
is prohibited from taking advantage of the insider information as held
thereby to engage in any securities trading.
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