Interpretation of the information disclosure system of the Beijing Stock Exchange
(a).
Recently, the Beijing Stock Exchange market has been trading hotly, and the Beijing Stock Exchange 50 Index has risen sharply against the trend. The Beijing Stock Exchange officially opened in November 2021, and so far, the cumulative number of listed companies on the Beijing Stock Exchange has reached 234. The relevant institutional arrangements around the operation of the Beijing Stock Exchange have been formed, and after becoming a listed company, it will inevitably face more standardized and strict requirements for information disclosure, corporate governance, and standardized operation.
In terms of information disclosure, at the beginning of the market opening, the information disclosure of the Beijing Stock Exchange continued the mechanism of pre-review by the sponsoring brokerage, and then from February 13, 2023, the listed companies on the Beijing Stock Exchange adjusted the information disclosure management mechanism, and the information disclosure mode was also switched to independent disclosure by the company. Overall, there is no significant difference between the information disclosure principles and other sectors, but considering the help of specialization, refinement, and innovation, we see that the information disclosure standards of the Beijing Stock Exchange have been somewhat simplified compared with the main board. So what are the specific differences, let's find out with Ruixinjun.
Scope of significant transactions
Scope of significant transactions
According to the Listing Rules of the Beijing Stock Exchange (for Trial Implementation), the scope of major transactions is basically the same as that of the Shanghai Main Board, with only minor differences in the wording of some terms, and there are no material differences in substance, as follows:
Disclosure standards for material transaction review
(In addition to providing guarantees and financial assistance).
For example, in terms of indicator setting, the Beijing Stock Exchange does not set the indicator of "net assets involved in the transaction target (such as equity)", and the disclosure standard of "net profit" is higher. In addition, the Beijing Stock Exchange is exempt from review and disclosure for unilateral profitable transactions, and has set up special exemption clauses for unprofitable companies. The details are as follows:
Everyday transactions
The Beijing Stock Exchange has not set disclosure standards for daily transactions, and after inquiring about market cases, only a few companies listed on the Beijing Stock Exchange voluntarily disclose material contracts for daily transactions. The specific disclosure standards for routine transactions on the Shanghai Main Board are as follows:
Related Party Transactions
Definition and scope of related party transactions
The Beijing Stock Exchange did not specifically list the related party transactions, but only described them qualitatively, as "the occurrence between the related persons of the listed company and the listed companyThe scope of material transactions and the transfer of resources or obligations within the scope of ordinary transactionsof the matter". In addition, for routine related-party transactions, compared with the Main Board Rules, the Beijing Stock Exchange has added "the types of routine related-party transactions applicable to the Company as stipulated in the articles of association", that is, the company can specify the types of routine related-party transactions in the articles of association according to the actual situation.
Composition of Related Parties
There is no significant difference between the Beijing Stock Exchange and the Shanghai Main Board in the identification of related parties, except that there are differences when "a third-party legal entity with an affiliated natural person as a director", "a person acting in concert with a legal person holding more than 5% of the shares", and "a listed company and a brother company controlled by the same state-owned asset management institution" are identified as related parties, as follows:
Disclosure standards for related party transactions
In terms of the review and disclosure standards for related party transactions, the Beijing Stock Exchange adopts the indicator of total assets, while the main board uses the net asset index, which greatly reduces the disclosure of related party transactions triggered by listed companies on the Beijing Stock Exchange.
Routine related party transactions
The BSE only stipulates the review and disclosure requirements for annual routine related party transactions, as well as the disclosure requirements for subsequent progress in the annual report and interim report. There are no specific provisions on the implementation of the agreement, the duration of the agreement, and the simplified disclosure.
Related-party transactions exempted from disclosure or review
For the subscription of public issuance of bonds and other derivatives, receipt of dividends or remuneration, participation in bidding and auction, unilateral profit and other related party transactions that are exempt from disclosure or review, the Beijing Stock Exchange is basically the same as the main board of the Shanghai Stock Exchange, and only differs in the provision of products and services to the relevant personnel of the company's directors, supervisors and senior executives, as follows: