上市公司信息披露办法.doc
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1、【精品文档】如有侵权,请联系网站删除,仅供学习与交流上市公司信息披露办法.精品文档.上市公司信息披露管理办法Administrative Measures on Information Disclosure by Listed CompaniesChina Securities Regulatory Commission Order No.4030 January 2007CHAPTER 1-GENERAL PRINCIPLESArticle 1 These Measures are formulated pursuant to the provisions of the Company La
2、w, the Securities Law and other relevant laws and administrative regulations for the purposes of standardising information disclosure by issuers, listed companies and other information disclosure obligors, strengthening administration over information disclosure matters and protecting the lawful rig
3、hts and interests of investors.Article 2 Information disclosure made by obligors shall be truthful, accurate, complete and timely, and the information disclosed shall not contain any falsehood, misleading statement or major omission.Information disclosure made to all investors by obligors shall be p
4、ublic and simultaneous.Where a listed company issues securities and derivatives in the China or overseas stock markets, the information disclosure made in an overseas stock market must simultaneously be made in the China stock market.Article 3 The directors, supervisors and senior management personn
5、el of issuers and listed companies shall perform their duties faithfully and diligently, and ensure the veracity, accuracy, completeness, timeliness and impartiality of the information disclosed.Article 4 No person with knowledge of inside information shall, prior to a lawful disclosure of inside in
6、formation, make public or disclose such information or conduct insider trading with such information.Article 5 Information disclosure documents mainly include the prospectus, listing memorandum, listing announcement, regular reports and interim reports.Article 6 Listed companies and other informatio
7、n disclosure obligors shall submit the draft public announcement and the relevant documents for inspection to the stock exchange for registration when making information disclosure pursuant to law, and make the announcement on media designated by the China Securities Regulatory Commission (hereinaft
8、er referred to as the CSRC).The timing of the information announced on the corporate website and other media by an information disclosure obligor shall not precede the announcement of such information in the designated media; the reporting and public announcement duties may not be in the form of a p
9、ress conference or reply to questions posed by reporters or in any other form; and the duty to make interim reports may not be substituted with a regular report.Article 7 Information disclosure obligors shall submit the draft public announcement and the relevant documents for inspection to the secur
10、ities regulatory bureau at the place of registration of the listed company, and make copies of the same available at the company address for inspection by members of the public.Article 8 Information disclosure documents shall be written in text. Where an information disclosure document is also writt
11、en in a foreign text, the information disclosure obligor shall ensure the consistency of the contents in both versions. Where any inconsistency arises between the two versions, the text shall prevail.Article 9 The CSRC shall supervise and inspect information disclosure documents, public announcement
12、s and the management of information disclosure matters pursuant to law; and supervise and inspect the conduct of controlling shareholders, actual controlling parties and information disclosure obligors of listed companies.The stock exchange shall supervise and inspect the information disclosure acti
13、vities of listed companies and other information disclosure obligors and urge them to make timely and accurate information disclosure pursuant to the law; and implement real-time monitoring of securities and derivatives transactions. The listing rules and other information disclosure rules formulate
14、d by the stock exchange must be submitted to the CSRC for approval.Article 10 The CSRC may make special provisions for information disclosure by listed companies in the financial, real estate and other special industries.CHAPTER 2-PROSPECTUS LISTING MEMORANDUM AND LISTING ANNOUNCEMENTArticle 11 Pros
15、pectuses prepared by issuers shall comply with the relevant provisions of the CSRC. Any information which may significantly affect the investment decision of an investor must be disclosed in the prospectus.The issuer shall, upon approval of the securities public offering application by the CSRC, mak
16、e a public announcement of the prospectus prior to the securities offering.Article 12 The directors, supervisors and senior management personnel of an issuer shall sign and endorse the prospectus and ensure the veracity, accuracy and completeness of information disclosed therein.The prospectus shall
17、 have the company seal of the issuer affixed.Article 13 Where an issuer applies for initial public offering, the issuer shall, upon acceptance of the application documents by the CSRC but prior examination by the offering review committee, disclose a draft declaration of the prospectus on the CSRC w
18、ebsite in advance.The draft declaration of the prospectus disclosed in advance is not a formal document for issuance of shares by the issuer and shall not include any pricing information; and the issuer shall not issue shares based on the draft declaration of the prospectus.Article 14 Where an impor
19、tant matter occurs during the period after the CSRC approves the issuance of securities application but before issuance is complete, the issuer shall submit a written explanation to the CSRC; and a revised prospectus or a corresponding supplementary public announcement must be made upon the consent
20、of the CSRC.Article 15 Where an application is for a listing of securities, a listing announcement shall be formulated pursuant to the provisions of the stock exchange and a public announcement must be made upon examination and approval by the stock exchange.The directors, supervisors and senior man
21、agement personnel of the issuer shall sign and endorse the listing announcement and ensure the veracity, accuracy and completeness of the information disclosed therein.The listing announcement shall have the company seal of the issuer affixed.Article 16 Where a prospectus or listing announcement quo
22、tes the expert opinion or report of the sponsor or a securities services organisation, the relevant contents must be consistent with the contents of the document issued by the sponsor or securities services organisation; and the issuer shall ensure that the quoted opinion of the sponsor or securitie
23、s services organisation is not misleading.Article 17 The provisions of Article 11 to Article 16 on prospectuses shall apply to listing memorandums for corporate bonds.Article 18 A listed company shall, upon making a private issuance of new shares, disclose a report on the circumstances of issuance p
24、ursuant to law.CHAPTER 3-REGULAR REPORTSArticle 19 Regular reports to be published by a listed company shall include annual reports, half-yearly reports and quarterly reports. Any information which may significantly affect the investment decision of an investor must be disclosed therein.The financia
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