To complete the disclosure of listed companies' 3rd quarter reports of 2012 (the quarterly reports), in accordance with relevant regulations including the "Rule No. 13 on Report Compilation for Information Disclosure of Companies with Securities Issued Publicly – ‘Special Regulation on Content and Format of Quarterly Reports'" (revised in 2007) of the China Securities Regulatory Commission (CSRC) and the "SSE Stock Listing Rules" (revised in 2012, hereinafter referred to as the "Listing Rules"), the Shanghai Stock Exchange (SSE) hereby makes a notice as follows.
- A listed company's board of directors should organize relevant personnel to carefully study various regulations of the CSRC and the SSE concerning the compilation, submitting and disclosure of quarterly reports, and fulfill the disclosure obligation of the quarterly report in accordance with the requirements.
- Any company listed on the SSE before September 30, 2012 should complete the quarterly report disclosure before October 31, 2012.
Any listed company failing to do so should submit in time a written explanation to the SSE and announce the reason and deadline of the postponed disclosure in the designated newspapers and on the website of the SSE. The SSE will suspend trading of its stock and derivatives according to the "Listing Rules", and publicly criticize the company and the personnel concerned. - The texts of the quarterly reports should be published in the designated newspapers, with the full texts published on the SSE website (www.sse.com.cn) as well.
- A listed company should make an appointment for the timetable of the quarter report disclosure on the SSE website at the specified time and disclose its report as scheduled. If it would like to change its disclosure timetable, it should submit a written application to the SSE at least three trading days in advance, stating the reason and confirming the changed disclosure timetable. The SSE will decide whether to accept the application or not as the case may be. In principle, only one application for change will be accepted (the appointed dates for disclosure of the quarterly reports and their updates will be published on the SSE website).
- The financial accounting reports in the quarterly reports may be free from auditing, excluding some otherwise stipulated by the CSRC and the SSE.
- If a listed company's certified public accountant issues the non-standard unqualified opinion on the financial accounting report in the company's annual report of 2011 or its semi-annual report of 2012 and the issues involved in the opinion have not been handled, the progress of those issues in the 3rd quarter of 2012 should be specified in the full text of the quarterly report and in the text 3.2 "Progress in Significant Issues".
If the quarterly financial report has been audited and the accounting firm has issued the non-standard unqualified opinion (including qualified opinion, disclaimer of opinion, adverse opinion and audit opinion with unqualified opinion on stressed issues or other issues), the listed company should submit relevant documents to the SSE in accordance with the stipulations in the Chapter 6 of the "Listing Rules". The explanation of its board of directors on the opinion should be disclosed in the full text of the quarterly report and in the text 3.2 "Progress in Significant Issues". - If a listed company's major accounting data and financial indicators during the reporting period fluctuate by more than 30% compared with those at the end of last year or in the same period of the year before, the situation and main reasons should be illustrated in the text 3.1 of the quarterly report.
- If a listed company, its shareholder or its actual controller makes commitments during the reporting period or lasting till the reporting period, which include but are not limited to the commitments to equity division reform, to reports on purchase or reports on equity change, to assets reorganization and to initial public offering or re-financing as well as other commitments to its minority shareholders, the company's directorate should make remarks on the implementation of the commitments during the reporting period and disclose that in the text 3.3 of the quarterly reports.
- If a listed company needs to make retroactive adjustments to its financial data of the previous reporting period in the quarterly report for modifying major accounting errors, it should disclose in the form of temporary announcements before or on the disclosure date of the quarterly report according to the CSRC's "Rules No. 19 on Report Compilation for Information Disclosure of Companies with Securities Issued Publicly -- Modification and Relevant Disclosure on Financial Information".
- A listed company which has issued convertible bonds should disclose relevant contents in the quarterly 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 business should execute the special regulations formulated by the CSRC on information disclosure of special industries or businesses.
- Within two trading days after the quarterly report is discussed and approved by the directorate, a listed company should submit the following documents to the SSE by a special person, or through fax, or on the SSE website (i.e., the "Uploading E-Documents" Column in the "Section of Listed Companies"):
- The full text and the text (one copy for each) of the quarterly report, which are signed by the legal person and sealed by the company;
- The 3rd quarter financial accounting report of 2012 (one copy) signed and sealed by the legal person, the person in charge of accounting, the general accountant (if any), and the person in charge of accounting institution (the accounting director);
- The written confirmation of the quarterly report signed by directors and the senior management;
- The resolutions of the quarterly report discussed and approved by the directorate;
- A written verification of the quarterly report put forward by the board of supervisors in the form of its resolution;
- The application form for disclosure of the quarterly report (downloadable from the SSE website), ready-to-disclose temporary announcements (if the resolution of the directorate meeting contains only the approval of the quarterly report or the resolution of the board of supervisors meeting contains only the written verification, the disclosure of those resolutions can be exempted), and the application form for disclosure of relevant announcements (one copy for each);
- If a listed company does not assign a special person to submit the quarterly report, it can disclose and submit relevant e-documents online through the "Uploading E-Documents" Column in the "Section of Listed Companies" on the SSE website, or send them by e-mail to list@sse.com.cn, and meanwhile confirm it in time with the SSE (special phone number for online disclosure: 021-68812036);
- Other documents required by the SSE.
- A listed company should submit the aforesaid documents prior to 3:30 pm of the trading day before the disclosure of its quarterly report, and it should not contact the designated newspapers for publishing the quarterly report until the SSE completes the relevant registration procedures and the day's trading is closed.
- A listed company not assigning a special person to submit the quarterly report should post in time the original documents to the SSE after the quarterly report disclosure.
- A listed company's directors, supervisors, senior management and other secrecy-bound personnel should fulfill the secret-keeping obligations during the compilation of the quarterly report, and they should not divulge the quarterly report in any way before the disclosure.
- A listed company should pay close attention to the latest notices and other relevant documents under the "Section of Listed Companies" on the SSE website during the quarterly report's compilation and disclosure.
- The SSE will implement after-action check toward the quarterly reports disclosed by listed companies. After receiving the examination opinions of the SSE, the companies are supposed to provide written explanations on the issues involved and publish relevant supplementary and modification announcements in the designated newspapers and on the SSE website in time as required by the SSE.
