Shanghai and Shenzhen stock exchanges standardize information disclosure and implement the new securities law

category:Finance
 Shanghai and Shenzhen stock exchanges standardize information disclosure and implement the new securities law


1u3001 Directors, supervisors and senior managers of listed companies (hereinafter referred to as directors, supervisors and senior managers) shall sign written confirmation opinions on the periodic reports in accordance with Article 82 of the new securities law. The directors, supervisors and supervisors shall ensure that the listed companies disclose information in a timely and fair manner and that the information disclosed is true, accurate and complete.

Where the directors, supervisors and supervisors are unable to guarantee the authenticity, accuracy, completeness or objection of the contents of the regular report, they shall express their opinions and reasons in the written confirmation opinions, and the listed company shall disclose them. If the listed company does not disclose, the directors, supervisors and senior executives may directly apply for disclosure.

2u3001 New articles 80 and 81 of the new securities law prescribe major events that may have a great impact on the trading prices of the shares or bonds of listed companies. The listed company shall disclose the major events mentioned in the aforesaid new provisions in a timely manner in accordance with the relevant provisions.

3u3001 According to the provisions of Article 84 of the new securities law, the information disclosure obligors shall voluntarily disclose the information related to the value judgment and investment decision-making made by the investors, and shall not conflict with the information disclosed according to law, or mislead the investors. The disclosure of voluntary information by information disclosure obligors shall meet the basic requirements of information disclosure such as authenticity, accuracy, integrity, timeliness and fairness. In the event of similar events, the information disclosure obligor shall disclose in a timely manner in accordance with the consistency standard.

4u3001 Where a company listed on the Shanghai and Shenzhen stock exchanges has securities listed on overseas stock exchanges at the same time, the information disclosed by the company and relevant information disclosure obligors abroad shall be disclosed simultaneously in China in accordance with Article 78, paragraph 3 of the new securities law and the relevant provisions of the Shanghai and Shenzhen Stock exchanges.

5u3001 When an investor holds or holds 5% of the issued voting shares of a listed company jointly with others through agreements or other arrangements, the investor shall report and make a public announcement in accordance with Article 63 of the new securities law for every 5% increase or decrease in the proportion of the issued voting shares of the listed company, and shall not buy any more shares from the date of occurrence to 3 days after the public announcement Sell the companys shares, except as provided by the CSRC.

After an investor holds or holds 5% of the issued voting shares of a listed company with others through agreements or other arrangements, for every 1% increase or decrease in the proportion of the issued voting shares of the listed company held by the investor, the investor shall, in accordance with the provisions of Article 63 of the new securities law, notify the listed company the next day of the occurrence of the fact and issue a corresponding suggestive announcement. The announcement shall disclose the name and domicile of the shareholder, the name and amount of the shares held, the date when the increase or decrease of the shares reaches the legal proportion, the capital source of the increased shares, the time and method of the change of the shares with voting rights, etc.

Article 63, Article 64, Article 68, Article 69, Article 75 and Article 77 of the new securities law restrict the exercise of the voting rights of the shares of the listed company purchased in excess of the proportion, the announcement content of the change of the rights and interests, the circumstances that the change of the acquisition offer may not exist, the acquisition conditions of different kinds of shares, the time limit for the transfer of restrictions after the completion of the acquisition and the listed company New requirements have been stipulated in the announcement of the report on separation and merger, and investors and listed companies shall strictly abide by them.

6u3001 Article 44 of the new securities law has made new provisions on the subject scope, types of trading objects and exceptions of short-term transactions. Shareholders, directors, supervisors and senior executives of listed companies holding more than 5% of shares shall strictly abide by them. If any of the aforesaid persons, in violation of the provisions of Article 44 of the new securities law, buys or sells the shares or other equity securities of the company held by them (including those held by their spouse, parents, children and those held by using other peoples accounts), the board of directors of the company shall recover their income and timely disclose the illegal trading situation of the relevant persons, the measures taken by the company and the calculation of the income Calculation method and specific situation of income recovery.

7u3001 In accordance with the provisions of Article 95 of the new securities law, investors file civil securities compensation actions such as false statements against listed companies. The Shanghai Stock Exchange touches on Chapter 11, Section 1 of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules) or chapter 9 of the Listing Rules of Shanghai Stock Exchange on science and technology innovation board (hereinafter referred to as the Listing Rules of science and technology innovation board) Where the disclosure standards prescribed in Section 3 are met, the listed company shall make timely disclosure in accordance with the relevant provisions.

Shenzhen stock market shall disclose in time in accordance with the relevant provisions of Chapter 11 of the Listing Rules of Shenzhen Stock Exchange and the Listing Rules of gem stock of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules).

8u3001 Where the board of directors, independent directors, shareholders holding more than 1% of the voting shares of a listed company or an investor protection institution established in accordance with the law solicits shareholders rights in accordance with Article 90 of the new securities law, the solicitation documents shall be disclosed and the listed company shall cooperate.

9u3001 Article 47 and Article 48 of the new securities law clearly stipulate the listing conditions and termination of listing by the stock exchange. Before the Shanghai Stock Exchange revises the relevant business rules of listing and delisting, the companys application for listing shares and convertible corporate bonds on the Shanghai Stock Exchange, suspension, resumption and termination of listing of shares and convertible corporate bonds of listed companies on the Shanghai Stock Exchange, etc. shall still be implemented in accordance with the current listing rules and other relevant provisions.

Before Shenzhen Stock Exchange revises the relevant business rules of listing and delisting, the companys application for listing of shares and convertible corporate bonds on Shenzhen Stock Exchange, suspension, resumption and termination of listing of shares and convertible corporate bonds of companies listed on Shenzhen Stock Exchange, etc. shall still be implemented in accordance with the current stock listing rules and other relevant provisions.

If the funds raised by the issuance of convertible corporate bonds by a listed company are not used according to the approved purposes but meet the provisions of paragraph 2, Article 15 of the new securities law, the Shanghai and Shenzhen stock exchanges shall not suspend the listing of convertible corporate bonds.

The relevant provisions of the Listing Rules of science and Technology Innovation Board shall apply to the listing and termination of science and technology innovation board securities.

Source: responsible editor of Securities Daily: Yang bin_nf4368