To do a better job for disclosing listed companies' annual reports of 2009 and in accordance with regulations in the "Rules No. 2 on Contents and Format of Information Disclosure by Companies Publicly Issuing Securities -- Contents and Format of Annual Reports" (Amendment in 2007, hereinafter referred to as the "Rules on Annual Reports") and the "SSE Stock Listing Rules" (hereinafter referred to as the "Listing Rules"), the Shanghai Stock Exchange (SSE) hereby notifies as follows:
1. The directorate of every listed company should organize relevant personnel to carefully study the "Rules on Annual Reports", carry out requirements of the "Announcement on Doing a Better Job for Disclosing 2009 Annual Reports and Relevant Work" (CSRC Announcement [2009] No. 34), implement relevant documents newly issued by the China Securities Regulatory Commission (CSRC) and the SSE, and promptly compile, submit and disclose the annual reports of 2009;
2. Any company listed on the SSE before December 31, 2009 should compile, submit and disclose the annual report of 2009 before April 30, 2010. Any company newly listed between January 1 and April 30, 2010 should also disclose its annual report of 2009 before April 30, 2010 if it fails to disclose the audited financial accounting information of 2009 in its listing announcement.
If a listed company predicts it is unable to do so, it should submit a written report to the SSE before April 15, 2010 and announce the reason, solutions and deadline of the postponed disclosure. From May 1, 2010, the SSE will suspend trading of its shares and derivatives, and publicly criticize the company and the personnel concerned;
3. According to the principle of balanced disclosure, the SSE, in order to avoid excessively concentrated disclosure of annual reports of listed companies, will allow a daily maximum of 45 listed companies to disclose their annual reports. Listed companies should, in line with the schedules stipulated with the SSE, arrange their compilation work and timely disclose their annual reports.
Schedules for listed companies to disclose their annual reports and possible changes will be announced on the SSE's website;
4. The directors, supervisors, senior management and other secrecy-bound personnel of a listed company should hold secret-keeping obligations during the compilation of the annual report, and they should by no means divulge the contents in any ways before the disclosure. A listed company should take effective measures to ensure that its directors, supervisors, senior management, controlling shareholder, actual controller and its related parties abide by relevant regulations in purchasing and selling its shares.
Prior to the official disclosure of the annual report, if the performance information is divulged in advance or abnormal fluctuation happens to trading of stock or its derivatives because of performance rumors, the listed company should disclose the performance express according to Article 11.3.5 and 11.3.6 of the "Listing Rules";
5. A listed company should issue the performance prediction before January 31, 2010 according to Article 11.3.1 and 11.3.2 of the "Listing Rules";
6. If a listed company's shareholders or transaction counterparts made promises on the performance of the company or that of the injected assets in 2009, the directorate should pay attention to the fulfillment of the promise. If an accounting firm issues the special examination opinion on it, the company should disclose the opinion together with the annual report on the designated website.
If the performance of a company or that of relevant assets in 2009 fails to reach the level as promised, the company shall, in the directorate meeting discussing and approving the annual report, separately discuss the spread between the actual profit and the promised amount, specify in detail the spread and the measures already taken or to be taken by the company, and urge relevant shareholders or transaction counterparts to fulfill the promises.
A listed company shall, after examining all the promises made by its major shareholders since the IPO that have not been completed and have lasted till the reporting period, disclose them in the annual report of 2009 according to the requirements of the "Rules on Annual Reports". If the promises made by the major shareholders can not be implemented, the listed company's directorate shall urge the major shareholders to make new promises or propose the compensation schemes;
7. SSE-listed companies in the SSE Corporate Governance Sector, those who issue overseas listed foreign shares and financial companies should disclose the directorates' self-evaluation reports on internal control (hereinafter referred to as "internal control reports") together with the annual reports of 2009. Other qualified listed companies are encouraged to do so. Listed companies are encouraged to engage auditing institutions to verify and evaluate their internal control. In doing so, they should disclose the opinions of auditing institutions.
SSE-listed companies in the SSE Corporate Governance Sector, those who issue overseas listed foreign shares and financial companies should disclose the reports on the fulfillment of social responsibilities (hereinafter referred to as social responsibilities reports) together with the annual reports of 2009. Other qualified listed companies are encouraged to do so.
Separate discussions shall be conducted by the directorate in case a company discloses the internal control report and social responsibilities report.
8. A listed company should, in accordance with the "Notice on Amendment in Regulations for Listed Companies' Cash Dividend" (CSRC Decree [2008] No. 57), list the amount of cash dividend in the past 3 years and its proportion to net profit in the annual report.
A listed company, who made profits in 2009 (Meanwhile, its parent company made positive undistributed profit.) but have no scheme of cash profit distribution, should present reasons in the announcement on directorate resolution that discuss and approve the annual report, and make clear the usage and usage plan for the undistributed profits;
9. When auditing a listed company's annual financial report, the certified public accountant should issue special remarks on the listed company's capital occupation by controlling shareholders and other related parties in line with the regulations of the "Notice of Some Issues on Regulating Fund Transfer Between Listed Companies and Related Parties and Outward Guarantee Provided by Listed Companies" (Zheng Jian Fa [2003] No. 56). A Listed company is also required to disclose the special remarks on the SSE's website when releasing the annual report.
A listed company with capital occupation by major shareholders and their affiliated enterprises for non-operational purpose should make additional disclosure of the occupation date, amount and reasons, the repayment amount, the balance at the end of period, the predicted repayment method, the time for discharging, persons in charge and the directorate's planned solutions in the "Creditor's Rights and Liabilities between Related Parties" in the "Significant Events" in the full texts of the annual report;
10. If a listed company's directors, supervisors, senior management and shareholders with more than 5% shares are suspected of illegal purchase and sale of shares during the reporting period, or such suspected irregularities happen and the profits from them are disclosed to be withdrawn by the company, the listed company should disclose the time and amount of the profits withdrawn by the directorate in the "Significant Events" in the full texts of the annual report;
11. If a listed company has made changes to accounting policies and accounting estimations or the modifications to significant accounting errors but not for implementing the new accounting standards, it should make remarks in the annual report according to the requirements of the "Rules on Annual Reports". In addition, when submitting the annual report, it should also submit to the SSE the written opinions of the directorate, the board of supervisors and independent directors as well as relevant remarks by the accounting firm concerning the above changes and modifications. The remarks by the accounting firm should include the reasons for the above changes and modifications, the detailed accounting treatment, the affected amount on previous years' financial conditions and operational results concerning retroactive adjustments, and whether necessary communication has been conducted with former accounting firm in case of the change of accounting firm.
In addition, if the listed company needs to make retroactive adjustments to its financial data of the previous reporting period in the annual report for modifying significant accounting errors, it should disclose the modification of significant accounting errors, the directorate's accountability measures towards relevant persons in charge and the treatment result in the form of temporary announcement before or on the disclosure date of the annual report according to the CSRC's regulations.
12. If the accounting firm issues a non-standard audit report (audit report with stressed issues and unqualified opinions as well as audit report with non-unqualified opinions) to a listed company's financial accounting report of 2009, the listed company should submit relevant documents to the SSE according to the regulations of Chapter VI of the "Listing Rules".
If the accounting firm issues the audit report with disclaimer of opinion or adverse opinion to a company's financial report of 2009, the listed company should disclose a risk alert every half-month from the disclosure day of the annual report of 2009 to the settlement day of the involved issues or the disclosure day of the semi-annual report of 2010. The risk alert should contain the company's latest operation performance and the progress of the involved issues;
13. A listed company which has issued convertible bonds should disclose relevant contents in the annual report according to the requirements of Chapter VI of the "Listing Rules".
Commercial banks, insurance companies, securities companies and companies engaged in real estate development should execute the special information disclosure regulations formulated by the CSRC on special industries or businesses;
14. If a listed company is under the continuous supervision by a sponsor or financial consultant, according to the CSRC's relevant requirements and the requirements of the SSE's "Guidelines for Continuous Supervision over Listed Company", it should submit the sponsor's report on continuous supervision or the financial consultant's opinion on continuous supervision to the SSE and disclose them on the SSE's website after the annual report disclosure.
15. A listed company should complete compilation of the annual report within two working days after the certified public accountant issues an auditing report, and submit the following documents to the SSE within two working days after the directorate approves the annual report:
A. Documents to be submitted by a company:
1) the full text of the annual report of 2009 signed by the current legal representative and sealed by the company;
2) the abstract of the annual report of 2009;
3) the announcement on directorate resolutions;
4) the self-evaluation report on the internal control (if applicable);
5) the directorate's special remarks on issues involved in the non-standard unqualified auditing opinions (if applicable);
6) the directorate's special report on deposit and usage of this year's raised funds (if applicable);
7) the directorate's remarks on change of accounting policies or estimation and the modification of significant accounting errors (if applicable);
8) the social responsibility report (if applicable);
9) the independent director's special remarks and independent opinions on the company's outward guarantees;
10) the independent director's opinions on issues involved in the non-standard unqualified auditing opinions (if applicable);
11) the announcement on resolutions of the board of supervisors;
12) the board of supervisors' opinion towards the directorate's special remarks on issues involved in the non-standard unqualified auditing opinions (if applicable); and
13) the board of supervisors' remarks on change of accounting policies or estimation and the modification of significant accounting errors (if applicable).
B. Documents to be submitted by an accounting firm:
1) the audited financial report of 2009;
2) the special remarks on the company's capital occupation by controlling shareholder and its related parties;
3) the special remarks on issues involved in the non-standard unqualified auditing opinions (if applicable);
4) the special examination report on deposit and usage of the company's raised funds (if applicable);
5) the remarks on change of accounting policies or estimation and the modification of significant accounting errors (if applicable);
6) the special examination report on the realization of profit prediction in the significant assets reorganization (if applicable);
7) the verification and evaluation opinion on the company's self-evaluation report on the internal control (if applicable);
C. The sponsor's special verification and examination report on deposit and actual usage of the company's raised funds (if applicable);
D. Documents for filing:
1) The resolution of the directorate, the written confirmation of the annual report of 2009 signed by directors and the senior management, and special remarks and independent opinions on the outward guarantee signed by independent directors;
2) The resolution of the board of supervisors and a written verification opinion of the annual report of 2009 put forward by the board of supervisors in the form of its resolution; and
3) The PDF/WORD file and XBRL instance documents of the annual report of 2009 (generated by the SSE information disclosure reporting system). Every listed company should file completely and correctly the content required by the information disclosure reporting system and the content to be disclosed in PDF file. The XBRL instance documents will be disclosed on the SSE website together with the PDF file. (for compilation and submission requirements of e-document, please refer to the business memo of the "Disclosure of Annual Report of 2009" in the Section of Listed Companies on the SSE website);
E. The application form for disclosure of the annual report of 2009 (downloadable from the SSE's website), ready-to-disclose announcements and the application form for disclosure of announcements; and
F. Other documents required by the SSE.
Among the aforesaid documents issued by a listed company, its accounting firm and sponsor, the annual report abstract, the announcement on directorate resolutions and that on resolutions of the board of supervisors shall be disclosed in the designated newspapers and periodicals, and the remaining documents should be disclosed on the SSE's website.
A listed company should submit the above documents before 15:30 on the trading day prior to the disclosure of the annual report, and can't contact designated newspapers for publishing the annual report and abstract until the SSE completes relevant registration procedures;
16. Listed companies are encouraged to publish their annual reports on their own websites, yet the time can not be earlier than the disclosure time on the SSE's website;
17. A listed company which has issued domestically listed foreign shares should also publish contents of its annual report overseas at the same time, and timely submit the published foreign newspapers to the SSE for record;
18. In case of information reporting, illegal purchase and sale of a company's shares by the insiders of the insider information or the occupation of non-operational capital during the reporting period, a listed company should report relevant information to the SSE for record within ten working days after the disclosure of the annual report according to the requirements of the CSRC Announcement [2009] No. 34;
19. The SSE will implement after-action check toward the annual reports of the listed companies. After receiving the examination opinions of the SSE, the companies are supposed to provide written explanations on the issues involved. Besides, they should also publish relevant supplementary and modification announcements in the designated newspapers and on the designated websites, and disclose the modified full texts of the annual reports on the SSE's website.