1. Annual report disclosure time requirements
1. The disclosure time of the annual reportAccording to the ** Listing Rules of the Shanghai and Shenzhen North Stock Exchanges:
Listed companies should be listed on the date of the end of each fiscal yearWithin 4 monthsDisclosure of annual reports.
When the quarterly report for the first quarter is disclosedNot earlier thanThe timing of the disclosure of the previous year's annual report. In other words, the annual report will be disclosed by April 30, 2023 at the latest.
Note:
1) According to the relevant provisions of the "Guidelines for the Content and Format of Information Disclosure of Companies Offering to the Public No. 2 - Content and Format of Annual Reports (Revised in 2021)".
At the same timeCompanies listed on domestic and overseas ** marketsIf the requirements for the preparation and disclosure of annual reports in overseas markets are different from those of this standard, the principle of never more or less report content and strict and not lenient reporting requirements should be followedThe annual report was published on the same day
IssuedCompanies listed on foreign shares and their derivatives and listed on the stock exchange, shouldAt the same time, foreign language translations of the annual report are prepared
2) The Beijing Stock Exchange also stipulates that the company's annual report disclosure time shall be no later than the annual report disclosure time of the parent company and its holding subsidiaries within the scope of the consolidated statements.
2. Change of disclosure timeIf it is necessary to change the disclosure time of the annual report after the appointment, the listed company shall at least change the disclosure date of the original disclosure5 trading days in advanceSubmit an application to the exchange, explain the reason for the change and the disclosure time after the change, and then the exchange will decide whether to adjust it according to the situation.
If a listed company fails to submit an application for a change in the scheduled time for periodic report disclosure within the aforesaid time limit, it shall promptly announce the change in the disclosure time of the periodic report, explain the reasons for the change, and clarify the time of disclosure after the change.
Note:Shanghai and Shenzhen stock exchanges in principleOnly one acceptance is possibleChange Requests.
3. Special circumstances cannot be disclosed on timeIf the listed company is unable to disclose its annual report by April 30, 2023, it needs to report to the exchange in a timely manner, and at the same time announce the reasons for the failure to disclose on time, the solution and the deadline for postponing the disclosure.
4. Requirements for the date of submission of annual reportsDeep motherboard
For all requests for information disclosure containing periodic reports, listed companies can only apply in the following applicationsFiled on the trading day immediately preceding the disclosure date
GEM
All requests for disclosure of information containing the category of periodic report announcement can only be submitted on the trading day prior to the scheduled disclosure date, and the disclosure date must be selected as the next day or the next trading day after the announcement submission date.
Shanghai Main Board Science and Technology Innovation Board
Periodic reports can only be requested on the trading day, and the announcement date is selected as "next day" or "next trading day".
2. Annual report disclosure processHere we take the Shenzhen Main Board as an example, and the specific annual report disclosure process is as follows:
3. Matters needing attention in the disclosure of annual reports
1. Annual performance forecast and performance reportAccording to the provisions of the ** Listing Rules of the Shanghai and Shenzhen North Stock Exchanges,reachedOnly the corresponding disclosure standards need to disclose performance forecasts and performance reports, and if they are not met, they are not compulsory.
The disclosure time of the performance forecast shall be within one month from the date of the end of the accounting year (except for the Beijing Stock Exchange), and if there are no special circumstances, the listed company may disclose the performance express report before the announcement of the periodic report. (Science and Technology Innovation Board, Beijing Stock Exchange: If a listed company is expected to be unable to disclose the annual report within 2 months from the date of the end of the accounting year, it shall disclose the performance express report within 2 months from the date of the end of the accounting year.)
2. Memorandum of major eventsAs mentioned in the "Management of Information Disclosure Affairs", except for the occurrence of the companyRestructurings, acquisitions, issuances, mergers, etcOutside of major matters, inAnnual ReportIn the semi-annual report, a memorandum on the progress of major events will also be made.
The memorandum on the progress of major matters shall record major mattersEach specific link and progress, including program demonstration, contact and negotiation, forming relevant intentions, making relevant resolutions, signing relevant agreements, performing approval procedures and other mattersTime, place, participating institutions and personnel。The company shall submit a memorandum on the progress of major matters to the exchange within five trading days after the disclosure of inside information in accordance with the law.
3. Window period provisions
Note: If the announcement of the annual report is postponed due to special reasons clearly stated in the regulations, the window period is from the original scheduled announcement dateThe first 30 days are counted from the 10thto the announcementbefore1 day, the Beijing Stock Exchange untilThe announcement date ends
When making an appointment for the disclosure date of the annual report, the company should also pay attention to the presence of shareholdersProposed disclosure dateThere is no before**Buying and sellingIt is not good to notify in a timely manner or change the disclosure date within the time allowed by the regulations, so as not to cause violations due to transactions during the sensitive period.
In addition, on October 14, 2022, the China Securities Regulatory Commission (CSRC) solicited public opinions on amending the Rules for Share Repurchase of Listed Companies and the Rules for the Management of the Company's Shares Held by Directors, Supervisors and Senior Managers of Listed Companies and Their Changes, proposing to relax the restrictions on the window period.
4. Insider information management(1) Registration of inside information
During the preparation, preparation, review and disclosure of the annual report, the listed company shall fill in the insider file of the inside information in accordance with the provisions and record it in a timely mannerNegotiation and planning, demonstration and consultation, and contract conclusionand so onReporting, transmitting, compiling, resolution, disclosingand other links of the inside information insider's list, and their knowledge of the inside informationTime, place, basis, method, contentand other information. and insidersConfirmation should be made.
(2) Sign a written pledge
The board of directors of a listed company shall, in accordance with the requirements of the relevant rules of the exchange, promptly register and submit the files of insiders of inside information, and ensure that the files of insiders of inside information are true, accurate and completeChairmanis the main responsible person. Secretary of the Board of DirectorsResponsible for the registration and filing of insiders of listed companies. Chairman of the Board and Secretary of the Board of DirectorsA written confirmation opinion shall be signed on the authenticity, accuracy and completeness of the insider's file.
(3) Prohibition of insider trading
According to the provisions of the ** Law, undisclosed information that involves the operation and finance of the issuer or has a significant impact on the market of the issuer is insider information.
Before the inside information is disclosed in accordance with the law, the insiders of the inside information and the person who illegally obtains the inside information shall not disclose or disclose the information, and shall not use the information to conduct insider trading.
(4) Avoid research and interviews (GEM).
Listed companies should try to avoid disclosure in annual reports and semi-annual reportsThirty days agoAccept on-site research and interviews with investors.
5. Review and sign the confirmation opinion(1) Review and signature confirmation of the annual report
The directors and senior managers of listed companies shall make periodic reportsSign a written confirmation, stating the Board of DirectorsPreparation and review proceduresWhether it complies with the requirements of laws and regulations, the relevant regulations of the China Securities Regulatory Commission and the stock exchange, and whether the content of the periodic report can truely, accurately and completely reflect the actual situation of the listed company.
The board of supervisors of a listed company shall make periodic reports prepared by the board of directorsAuditAnd proposedWritten review opinions。Supervisors shall:Sign a written confirmation。The written review opinion issued by the board of supervisors on the periodic report shall be explained by the board of directorsPreparation and review proceduresWhether it complies with the requirements of laws and regulations, the relevant regulations of the China Securities Regulatory Commission and the stock exchange, and whether the content of the periodic report can truely, accurately and completely reflect the actual situation of the company.
Note:For some reason, it is not possible to sign on the spotThe directors, supervisors and senior executives of the company shall be approvedFaxorOther waysSign a written confirmation of the periodic report and send it in a timely mannerThe original is sent to the company。If the directors, supervisors and senior executives of the company are unable to sign a written confirmation opinion on the periodic report before the disclosure of the periodic report due to special reasons (such as temporary loss of contact), the company shall submit it in the periodic reportMake promptsand require the relevant directors, supervisors and senior executives after disclosureSupplementsSign the opinion, and then according to the supplementary signed opinion, the relevant content of the periodic reportMake corrections
(2) Provisions on objections to the annual report by directors, supervisors and senior executives
The directors and supervisors cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic reportThere are objectionsshall vote against or abstain from voting when the board of directors or the board of supervisors deliberates and reviews the periodic report.
If directors, supervisors and senior managers cannot guarantee the authenticity, accuracy and completeness of the contents of the periodic report or have objections, they shall express their opinions in the written confirmation opinionState your reasons, the company should disclose. If the company does not disclose it, the directors, supervisors and senior management canDirect Request for Disclosure
The reasons for objections expressed by directors, supervisors and senior management shall be clear and specific, and relevant to the content disclosed in the periodic report. Directors, supervisors and senior managers shall follow the principle of prudence when expressing their opinions in accordance with the provisions of the preceding paragraph, and their responsibility to ensure the authenticity, accuracy and completeness of the contents of the periodic reports is not only exempted from the opinions expressed.
Note: Directors, supervisors and senior managementNo refusal may be given for any reasonSign a written opinion on the periodic report.
6. Expected daily related party transactions
*The Listing Rules stipulate that for a large number of routine connected transactions that occur every year, and it is difficult to submit each agreement to the board of directors or the general meeting of shareholders for deliberation in accordance with relevant regulations due to the need to enter into new routine connected transaction agreements frequently, the company may reasonably estimate the annual amount of daily connected transactions by category, perform the review procedures and disclose them in a timely manner;Actual executionExceeding the estimated amountshall promptly perform the review procedures and disclose the excess amount;In addition, the listed company shall disclose the actual performance of daily related party transactions in the annual report.
7. Audit institutions and signature notesLet's take a look at the requirements for auditors in the Listing Rules:
The financial and accounting reports in the annual reports of listed companies shall be approvedAudited by an accounting firm
The hiring or dismissal of an accounting firm by a listed company must be decided by the general meeting of shareholders, and the board of directors shall not be presentDecision of the General Meeting of ShareholdersbeforeEntrust an accounting firm to carry out the work.
When the company dismisses or does not renew the employment of the accounting firm, it shall be inResolution of the Board of DirectorsAfterNotify the accounting firm in a timely manner. When the general meeting of shareholders of the company votes on the dismissal of the accounting firm, or if the accounting firm proposes to resign, the accounting firm mayPresent opinions
When a listed company engages an accounting firm to conduct an annual audit, it should require the accounting firm to be effective in its internal control over financial reportingConduct audits and issue audit reports, except as otherwise provided by laws and regulations.
The audit report shall be submitted by the InstituteAt least twoSigned by a certified public accountant.
It should be noted that although the Provisions on the Regular Rotation of Certified Public Accountants Signing for Audit Business have been abolished, it is stipulated in the Code of Professional Ethics of Chinese Certified Public Accountants No. 4 - Requirements for Independence of Audit and Review Engagements that if the audit client is a public interest entity, any person of the accounting firm who serves as a project partner, a project quality review officer, or other positions belonging to a key audit partner shall not exceed five years. At the end of the term of office, the person shall comply with the provisions on the cooling-off period.
8. Other reports disclosed together with the annual report
(1) Social responsibility report
1. Requirements for disclosure objects:
Shenzhen Stock Exchange:InclusionSZSE 100 Indexof listed companies.
Shanghai Main Board:Listed on the Shanghai Stock Exchange"SSE Corporate Governance Sector".Sample companiesListed at home and abroad at the same timeof the companyFinanceFirm.
Science and Technology Innovation Board:BranchComponent of the 50 IndexThe company shall disclose the social responsibility report separately at the same time as the annual report disclosure, and the exchange encourages other qualified listed companies to disclose the social responsibility report at the same time as the annual report disclosure.
2. Review requirements:
The social responsibility report is required by:Board of DirectorsConsidered separately and disclosed separately.
In addition, according to the content and format of the annual report, a company or its main subsidiary that is a key pollutant discharger announced by the environmental protection department shall disclose the main environmental information in the annual report in accordance with the relevant regulations.
(2) Internal control self-evaluation report & internal control audit report
Shenzhen Main Board, Shanghai Main Board, Science and Technology Innovation Board
According to the provisions of the "Standard Operation", the listed company shall disclose it in the annual reportAt the same time, disclosed on Eligible **Internal control self-evaluation report and internal control audit report, except as otherwise provided by laws and regulations.
Note:
1. Companies that disclose internal control self-assessment reports in accordance with the requirements of the regulations shall provide a query index of the relevant information disclosed. A company that conducts an audit of internal control in accordance with the requirements of the regulations shall provide a query index of the audit report disclosing the internal control.
2. The accounting firm issues an internal control audit report or an internal control audit report and an internal control evaluation report of the companyThere was a disagreementThe company shall explain the reasons.
3. The board of directors of a listed company shall review the annual report and self-evaluate the internal control report at the same timeForming a resolution。The board of supervisors and independent directors shall report on the self-evaluation of internal controlHave your say, the sponsor or independent financial adviser (if any) should report on the internal control self-evaluationConduct verification and issue verification opinions
Failure to disclose in accordance with the regulations may be punished by the regulator, and may also affect the company's information disclosure assessment results, such as failing to disclose in a timely manner and not getting A, and having material defects in the assessment result of C, etc.
4. Cases of regulatory violations
1. Reference case: Violation case of disclosure time change
Brief facts of the case:
Company A made an appointment with the SSE to disclose its 2013 annual report on March 29, 2014, but failed to disclose it on time, and applied to the SSE to change the disclosure time to April 9, 2014 after being inquired by the SSE on the afternoon of March 28, 2014. Subsequently, Company A again failed to disclose the 2013 annual report at the time after the change, and did not apply to the Shanghai Stock Exchange to change the disclosure time to April 15, 2014 until the afternoon of April 8, 2014, after further inquiries by the Shanghai Stock Exchange. Company A failed to disclose its 2013 annual report on time for two consecutive times, and failed to apply for a change in disclosure time five trading days in advance as required.
Penalty Decision:
Company A was circulated for criticism;Hu, chairman of company A, and Xu, secretary of the board of directors, were criticized.
The annual report of a listed company is an important basis for investors to obtain company information, and it is also an important basis for investors to make investment decisions. The information in the annual report has a significant impact on the investment decisions of the market and investors, and has always been concerned by the market and investors. Therefore, it is necessary to fully consider various factors and formulate an annual report disclosure plan in advance to give the market and investors reasonable expectations.
2. Reference case: ** violation case during the window period of the annual report
Brief facts of the case:
On April 23, 2020, Company A issued an announcement on the postponement of the disclosure of the 2019 annual report, changing the original scheduled announcement date of April 29 to June 15. On May 6, 2020, Company B, as the controlling shareholder of Company A, conducted a block transaction of 4 million shares of Company A, involving an amount of RMB 20 million. The above-mentioned behavior of Company B is a sensitive period of trading**.
Penalty Decision:
The management department of the small and medium-sized board of the Shenzhen ** Exchange issued a regulatory letter to Company B.
The extension of the disclosure time will expand the scope of the window period, so it is necessary to fully consider the influence of all factors when making an appointment for the disclosure date of the annual report, so as not to cause penalties for sensitive period transactions.
3. Reference case: Cases of irregular registration of insiders with inside information
Brief facts of the case:
Company A's 2019 and 2020 annual reports only registered two signed certified public accountants and one on-site leader, and did not register other members of the audit institution's project team, and the time of knowledge of the registered 2020 annual report was inconsistent with the actual situation. Company A did not fill in the insider registration form for the major matters concerning the establishment of a joint venture with the second largest shareholder of the Company for the production of chemical additives, nor did it prepare a memorandum on the progress of major matters.
Penalty Decision:
The management department of the small and medium-sized board of the Shenzhen ** Exchange issued a regulatory letter to Company B.
Mr. Wu, chairman and general manager of Company A, and Mr. Zheng, secretary of the board of directors, failed to perform their duty of diligence in accordance with Article 3 of the Administrative Measures for Information Disclosure of Listed Companies and Article 7 of the Provisions on the Establishment of a Registration and Management System for Insiders of Listed Companies, and were primarily responsible for the company's relevant violations.
*: IPO listing number.