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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