Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies
Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies
Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies
Order of the China Securities Regulatory Commission No.161
December 20, 2019
The Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies, which was adopted upon deliberation at the fifth executive meeting in 2019 of the China Securities Regulatory Commission on December 18, 2019, is hereby promulgated for implementation as of the date of promulgation.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies
I. Article 4 shall be revised to read: "Transfer of such stocks in a public manner by public companies shall be carried out on the National Equities Exchange and Quotations (the "NEEQ") and all public companies’ stocks that are transferred publicly shall be subject to centralized deposit by China Securities Depository and Clearing Corporation Limited ("CSDC")."
II. Paragraph 2 of Article 5 shall be revised to read: "The public companies shall offer preference shares, convertible corporate bonds and other securities in accordance with the law, administrative regulations and relevant provisions specified by the China Securities Regulatory Commission (the "CSRC")."
III. Paragraph 2 of Article 10 shall be revised to read: "Deliberation of proposals by the general meeting shall comply with prescribed procedural provisions to guarantee shareholders’ rights to be informed of, participate in, make inquiries and vote; and the board of directors shall make resolutions on proposed issues within its authority and the scope authorized by the general meeting and may not replace the general meeting to vote on issues exceeding the board’s authority and the authorized scope."
IV. One paragraph shall be added to Article 13 as Paragraph 2, reading: "Related-party transactions may not harm the interests of public companies."
V. Two paragraphs shall be added to Article 14 as Paragraphs 2 and 3, respectively reading: "Shareholders, actual controllers, directors, supervisors and senior officers of a public company shall not commit acts that infringe on the company’s assets and the transmission of benefits, which harm the interests of the company." and "No public company may provide a guarantee to others without the approval or authorization of its board of directors or general meeting."
VI. One article shall be added as Article 20, reading: "Where a company listed on the sci-tech innovation board subject to public transfer of its stocks has shares with special voting rights, it shall stipulate the following matters in its Articles of Association: 1. qualifications of holders of shares with special voting rights; 2. the percentage of the number of voting rights representing shares with special voting rights to the number of voting rights representing ordinary shares; 3. the scope of shareholders’ general meeting matters on which holders of shares with special voting rights can take part in voting; 4. the locking and transfer restrictions of shares with special voting rights; 5. the conversion between shares with special voting rights and ordinary shares; and 6. other matters. The NEEQ shall formulate specific provisions on the setting of voting right difference, and the existence, adjustment, information disclosure and investor protection in respect of companies that have shares with special voting rights."
VII. Article 20 shall be renumbered as Article 21 and revised to read: "Companies and other information disclosure obligors shall perform their information disclosure obligations in accordance with the law, administrative regulations and the provisions of the CSRC. The information disclosed shall be true, accurate and complete, and no false records, misleading statements or major omissions are allowed in the information disclosed. Information shall be disclosed to all investors by companies and other information disclosure obligors in a timely and fair manner. Directors, supervisors and senior officers shall perform their duties in a faithful and diligent manner so as to ensure that information disclosed by the company is true, accurate and complete."
VIII. Article 21 shall be renumbered as Article 22 and revised to read: "Information disclosure documents mainly include prospectuses for public transfer, prospectuses for particular transfer, prospectuses for placement, reports of offering information, prospectuses for public offering, regular reports and occasional reports. Specific contents and formats, rules for preparation and disclosure requirements will be formulated by the CSRC separately."
IX. Article 22 shall be renumbered as Article 23, with Paragraph 1 thereof revised to read: "A public company developing public transfer and placement of stocks shall submit its annual report and interim report, and make an announcement thereof. The financial statements included in annual reports shall be audited by an accounting firm that complies with the provisions of the Securities Law." Paragraph 2 thereof is revised to read: "Any public company, shareholders of which have accumulated to over 200 as a result of transferring stocks to particular investors, shall submit its annual report and make an announcement thereof. The financial statements included in annual reports shall be audited by an accounting firm."
X. Article 25 shall be renumbered as Article 26 and revised to read: "In the case of the occurrence of a major event that is likely to greatly affect the stock price, when investors are not acknowledged, the public company shall submit an occasional report concerning information of such major event to the CSRC and the NEEQ and make an announcement thereof, stating the cause of such event, present situations and possible consequences."
XI. One article shall be added as Article 27, reading: "The CSRC shall conduct information disclosure administration of public companies on a differentiated basis, and specific provisions shall be formulated separately by the CSRC."
XII. Article 26 shall be renumbered as Article 28 and revised to read: "When a public company develops merger, acquisition and restructuring, the information disclosure obligors concerned shall strictly perform their announcement obligation in accordance with the law. Entities and persons participating in the merger, acquisition and restructuring shall circulate relevant information about the public company in a timely and accurate manner, assist the public company in true, accurate and complete disclosure, be obliged to keep confidential related information before disclosure and be forbidden from using such information for insider transactions."
XIII. Article 29 shall be renumbered as Article 31, with Paragraph 1 thereof revised to read: "Information to be disclosed by companies and other information disclosure obligors in accordance with the law shall be released on the information disclosure platform that complies with the provisions of the Securities Law. Companies and other information disclosure obligors may release information, disclosure of which is required herein, on the company website or via other public media, provided that the disclosed contents shall be completely the same and the release may not be earlier than disclosure on the aforementioned information disclosure platform." Paragraph 2 thereof is revised to read: "Those public companies, the shareholders of which have accumulated to over 200 as a result of transferring stocks to particular investors may prescribe other manners of information disclosure in their articles of association; if relevant information is disclosed on the information disclosure platform specified by the Securities Law, the requirements specified in Paragraph 1 of this Article shall be respected."
XIV.
......
Order of the China Securities Regulatory Commission No.161
December 20, 2019
The Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies, which was adopted upon deliberation at the fifth executive meeting in 2019 of the China Securities Regulatory Commission on December 18, 2019, is hereby promulgated for implementation as of the date of promulgation.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Decision on Revising the Administrative Measures for the Supervision of Unlisted Public Companies
I. Article 4 shall be revised to read: "Transfer of such stocks in a public manner by public companies shall be carried out on the National Equities Exchange and Quotations (the "NEEQ") and all public companies’ stocks that are transferred publicly shall be subject to centralized deposit by China Securities Depository and Clearing Corporation Limited ("CSDC")."
II. Paragraph 2 of Article 5 shall be revised to read: "The public companies shall offer preference shares, convertible corporate bonds and other securities in accordance with the law, administrative regulations and relevant provisions specified by the China Securities Regulatory Commission (the "CSRC")."
III. Paragraph 2 of Article 10 shall be revised to read: "Deliberation of proposals by the general meeting shall comply with prescribed procedural provisions to guarantee shareholders’ rights to be informed of, participate in, make inquiries and vote; and the board of directors shall make resolutions on proposed issues within its authority and the scope authorized by the general meeting and may not replace the general meeting to vote on issues exceeding the board’s authority and the authorized scope."
IV. One paragraph shall be added to Article 13 as Paragraph 2, reading: "Related-party transactions may not harm the interests of public companies."
V. Two paragraphs shall be added to Article 14 as Paragraphs 2 and 3, respectively reading: "Shareholders, actual controllers, directors, supervisors and senior officers of a public company shall not commit acts that infringe on the company’s assets and the transmission of benefits, which harm the interests of the company." and "No public company may provide a guarantee to others without the approval or authorization of its board of directors or general meeting."
VI. One article shall be added as Article 20, reading: "Where a company listed on the sci-tech innovation board subject to public transfer of its stocks has shares with special voting rights, it shall stipulate the following matters in its Articles of Association: 1. qualifications of holders of shares with special voting rights; 2. the percentage of the number of voting rights representing shares with special voting rights to the number of voting rights representing ordinary shares; 3. the scope of shareholders’ general meeting matters on which holders of shares with special voting rights can take part in voting; 4. the locking and transfer restrictions of shares with special voting rights; 5. the conversion between shares with special voting rights and ordinary shares; and 6. other matters. The NEEQ shall formulate specific provisions on the setting of voting right difference, and the existence, adjustment, information disclosure and investor protection in respect of companies that have shares with special voting rights."
VII. Article 20 shall be renumbered as Article 21 and revised to read: "Companies and other information disclosure obligors shall perform their information disclosure obligations in accordance with the law, administrative regulations and the provisions of the CSRC. The information disclosed shall be true, accurate and complete, and no false records, misleading statements or major omissions are allowed in the information disclosed. Information shall be disclosed to all investors by companies and other information disclosure obligors in a timely and fair manner. Directors, supervisors and senior officers shall perform their duties in a faithful and diligent manner so as to ensure that information disclosed by the company is true, accurate and complete."
VIII. Article 21 shall be renumbered as Article 22 and revised to read: "Information disclosure documents mainly include prospectuses for public transfer, prospectuses for particular transfer, prospectuses for placement, reports of offering information, prospectuses for public offering, regular reports and occasional reports. Specific contents and formats, rules for preparation and disclosure requirements will be formulated by the CSRC separately."
IX. Article 22 shall be renumbered as Article 23, with Paragraph 1 thereof revised to read: "A public company developing public transfer and placement of stocks shall submit its annual report and interim report, and make an announcement thereof. The financial statements included in annual reports shall be audited by an accounting firm that complies with the provisions of the Securities Law." Paragraph 2 thereof is revised to read: "Any public company, shareholders of which have accumulated to over 200 as a result of transferring stocks to particular investors, shall submit its annual report and make an announcement thereof. The financial statements included in annual reports shall be audited by an accounting firm."
X. Article 25 shall be renumbered as Article 26 and revised to read: "In the case of the occurrence of a major event that is likely to greatly affect the stock price, when investors are not acknowledged, the public company shall submit an occasional report concerning information of such major event to the CSRC and the NEEQ and make an announcement thereof, stating the cause of such event, present situations and possible consequences."
XI. One article shall be added as Article 27, reading: "The CSRC shall conduct information disclosure administration of public companies on a differentiated basis, and specific provisions shall be formulated separately by the CSRC."
XII. Article 26 shall be renumbered as Article 28 and revised to read: "When a public company develops merger, acquisition and restructuring, the information disclosure obligors concerned shall strictly perform their announcement obligation in accordance with the law. Entities and persons participating in the merger, acquisition and restructuring shall circulate relevant information about the public company in a timely and accurate manner, assist the public company in true, accurate and complete disclosure, be obliged to keep confidential related information before disclosure and be forbidden from using such information for insider transactions."
XIII. Article 29 shall be renumbered as Article 31, with Paragraph 1 thereof revised to read: "Information to be disclosed by companies and other information disclosure obligors in accordance with the law shall be released on the information disclosure platform that complies with the provisions of the Securities Law. Companies and other information disclosure obligors may release information, disclosure of which is required herein, on the company website or via other public media, provided that the disclosed contents shall be completely the same and the release may not be earlier than disclosure on the aforementioned information disclosure platform." Paragraph 2 thereof is revised to read: "Those public companies, the shareholders of which have accumulated to over 200 as a result of transferring stocks to particular investors may prescribe other manners of information disclosure in their articles of association; if relevant information is disclosed on the information disclosure platform specified by the Securities Law, the requirements specified in Paragraph 1 of this Article shall be respected."
XIV.
......