Guidelines for Listed Companies' Postponement of and Exemption from Information Disclosure

 2018-06-27  23


· Document Number:No. 20 [2016] of the Shanghai Stock Exchange

· Area of Law: Securities

· Level of Authority: Industry Regulations

· Date issued:05-30-2016

· Effective Date:06-10-2016

· Status: Effective

· Issuing Authority: Shanghai Stock Exchange

 

Notice of the Shanghai Stock Exchange on Issuing the Guidelines for Listed Companies' Postponement of and Exemption from Information Disclosure
(No. 20 [2016] of the Shanghai Stock Exchange)
All listed companies:
For purposes of regulating listed companies' postponement of and exemption from information disclosure, and urging listed companies and relevant parties with information disclosure obligations to perform information disclosure obligations in accordance with laws and regulations, in accordance with the Stock Listing Rules of the Shanghai Stock Exchange and other provisions, the Shanghai Stock Exchange (hereinafter referred to as the “SSE”) has developed the Guidelines for Listed Companies' Postponement of and Exemption from Information Disclosure (see Annex 1), which are hereby issued, and shall come into force on June 10, 2016.
At the same time, to facilitate listed companies' better understanding and implementation, the SSE has drafted the relevant questions and answers on the problems that may be encountered in the specific handling of information disclosure postponement and exemption (see Annex 2), which are issued for reference and use by listed companies.
Annexes: 1. Guidelines for Listed Companies' Postponement of and Exemption from Information Disclosure
2. Questions and Answers on the Handling of Listed Companies' Postponement of and Exemption from Information Disclosure
Shanghai Stock Exchange
May 30, 2016
Annex 1
Guidelines of the Shanghai Stock Exchange for Listed Companies' Postponement of and Exemption from Information Disclosure
Article 1 For purposes of regulating listed companies' postponement of and exemption from information disclosure, and urging listed companies and relevant parties with information disclosure obligations to perform information disclosure obligations in accordance with laws and regulations, these Guidelines are developed in accordance with the Securities Law, the Stock Listing Rules of the Shanghai Stock Exchange (hereinafter referred to as “Stock Listing Rules”) and other relevant provisions.
Article 2 These Guidelines shall apply to the handling of information disclosure postponement and exemption by the parties with information disclosure obligations in accordance with the provisions of the Stock Listing Rules and other relevant business rules of the Shanghai Stock Exchange (hereinafter referred to as the “SSE”).
Article 3 Where the information that shall be disclosed falls under any circumstance requiring postponement or exemption as provided for in the Stock Listing Rules, the party with information disclosure obligations is not required to file an application with the SSE, but the party shall make a prudential judgment by itself, and the SSE shall conduct ex post supervision of the matters on information disclosure postponement and exemption.
Article 4 A listed company shall strictly manage the matters on information disclosure postponement and exemption, establish corresponding internal management rules, and specify the procedures for the internal examination of matters on information disclosure postponement and exemption.
Internal management rules as mentioned in the preceding paragraph shall be disclosed on the website of the SSE and the listed company after being deliberated and adopted by the board of directors of the company.
Article 5 Where the information to be disclosed by the party with information disclosure obligations has uncertainty, or falls under temporary trade secrets or any other circumstance, and its disclosure in a timely manner is likely to damage company interest or mislead investors, the disclosure thereof may be postponed.
Article 6 Where the information to be disclosed by the party with information disclosure obligations falls under state secrets or trade secrets or any other circumstance, and its disclosure in accordance with the Stock Listing Rules or performance of relevant obligations is likely to lead to the violation of any law or regulation of the state on confidentiality or damage the interest of any listed company or investor, such information may be exempt from disclosure.
Article 7 For the purpose of these Guidelines, the term “trade secrets” means the practical technical information and business information which is unknown by the public, may create economic benefits for right holders, and is kept confidential by right holders, as prescribed by laws, regulations and departmental rules of the state on anti-unfair competition.
For the purpose of these Guidelines, the term “state secrets” means the information which relate to national security and interest as determined under statutory procedures and to which access is vested in a limited scope of persons during a given period of time, and of which the disclosure may damage the security and interest of the state in such fields as politics, economy, national defense, and diplomacy of the state, as prescribed by laws, regulations and departmental rules of the state on confidentiality.
Article 8 The information postponed for or exempt from disclosure shall meet the following conditions:
(1) The relevant information has not been divulged.
(2) The relevant insiders have made a commitment in writing to keep the information confidential.
(3) There are no abnormal fluctuations of the company's stock and its derivatives.
Article 9 A listed company shall prudentially determine the matters on information disclosure postponement and exemption, and take effective measures to prevent the divulgement of information postponed for or exempt from disclosure.
Where the listed company decides to postpone the disclosure of or exempt from disclosure specific information, the secretary of the company's board of directors shall be responsible for conducting registration, and registration information shall be archived for preservation in an appropriate manner after the chairman of the board of directors signs for confirmation.
Article 10 Where the information that has been postponed for or exempt from disclosure is divulged or there is any market rumor, the party with information disclosure obligations shall, in a timely manner, verify the relevant information and disclose to the public.
Where the reason for disclosure postponement or exemption has been eliminated or the term has expired, the party with information disclosure obligations shall announce the relevant information in a timely manner, and disclose the cause for previous information disclosure postponement or exemption, the examination of the company's internal registration and other circumstances.
Article 11 Where the party with information disclosure obligations postpones the disclosure of or exempts from disclosure the information unqualified for disclosure postponement or exemption, or commits any other conduct in violation of the provisions of these Guidelines, the SSE shall, as the case may be, take regulatory measures or impose disciplinary actions on the party.
Article 12 Other matters on disclosure postponement and exemption shall be governed by the provisions of the Stock Listing Rules and other relevant business rules of the SSE.
Article 13 These Guidelines shall come into force on June 10, 2016.
Annex 2
Questions and Answers of the Shanghai Stock Exchange on the Handling of Listed Companies' Postponement of and Exemption from Information Disclosure
I. When to develop and disclose a company's internal management rules for postponement and exemption?
Answer: In accordance with the requirements of the Business Guidelines, a listed company shall establish internal management rules for information disclosure postponement and exemption, and strictly manage the matters on information disclosure postponement and exemption. The Business Guidelines will not impose uniform requirements on the specific time for developing internal management rules and the company shall develop its internal management rules as soon as possible according to its actual circumstances, so as to guarantee the normal handling of the company's disclosure postponement or exemption. The relevant internal management rules shall be disclosed on the SSE's website after being deliberated and adopted by the company's board of directors.
II. Which information may be postponed for disclosure?
Answer: In accordance with Article 2.17 of the Stock Listing Rules and other provisions of the SSE, the information postponed for disclosure must meet two conditions: (1) The relevant information has uncertainty, falls under temporary trade secrets, or any other circumstance. (2) The disclosure of the information in a timely manner is likely to damage company interest or mislead investors. For instance, the disclosure of information on a company's participation in public bidding or auction before bidding or auction will have adverse effects on the listed company for the reason that whether the company can win the biding or auction is uncertain.
III. Which information may be exempt from disclosure?
Answer: In accordance with Article 2.18 of the Stock Listing Rules and other provisions of the SSE, the information exempt from disclosure must meet two conditions: (1) The relevant information falls under state secrets, trade secrets, or any other circumstance. (2) The disclosure of the information in accordance with the Stock Listing Rules of the SSE is likely to lead to its violation of the laws and regulations of the state on confidentiality or damage the interest of the listed company and investors. For instance, the disclosure of information of a military listed company involving the state's military secrets in accordance with Stock Listing Rules may violate any law or regulation on confidentiality.
IV. How should a company handle postponement and exemption?
Answer: A listed company shall handle information disclosure postponement or exemption in accordance with the provisions of the Business Guidelines and its internal management rules, the secretary of the company's board of directors shall be responsible for conducting registration, and registration information shall be archived for preservation after the chairman of the board of directors signs for confirmation.
The matters registered by the secretary of the board of directors generally include: (1) content of the matters postponed for or exempt from disclosure; (2) the reason and basis for disclosure postponement or exemption; (3) disclosure postponement period; (4) list of insiders of postponement or exemption matters; (5) written confidentiality commitment of the relevant insiders; and (6) internal approval procedures for postponement or exemption matters.
V. Under which circumstances should the information that has been postponed for or exempt from disclosure be disclosed in a timely manner?
Answer: The listed company shall prudentially determine information disclosure postponement and exemption matters. The information unqualified for disclosure postponement or exemption shall be disclosed in a timely manner.
Where the information that has been postponed for or exempt from disclosure falls under any of the following circumstances, the listed company shall disclose the information in a timely manner:
(1) The information that has been postponed for or exempt from disclosure is divulged or there is any market rumor.
(2) The reason for disclosure postponement or exemption has been eliminated or the term has expired.
(3) Abnormal fluctuation of the company's stock and its derivatives.
VI. How will the SSE conduct interim and ex post supervision of the violations of regulations that may occur in postponement and exemption?
After advance application procedures are canceled, the listed company shall make prudential judgment by itself, and shall not abuse postponement and exemption procedures, or evade information disclosure obligations that shall be performed.
After the implementation of the Business Guidelines, the SSE will further strengthen the interim and ex post supervision of postponement and exemption matters. If any information postponed for or exempt from disclosure is divulged or there is any market rumor, the listed company shall be urged to verify the relevant information in a timely manner and disclose to the public. If postponement or exemption is abused, regulatory measures shall be taken against or disciplinary actions shall be imposed on the company in a timely manner as the case may be.
VII. After the implementation of the Business Guidelines, what shall a listed company pay attention to when conducting postponement or exemption consulting?
Since postponement or exemption matters may be sensitive, if the listed company needs to conduct relevant business consulting, please send a request to the SSE in non-trading sessions after the close of market sessions on 15:00 on a day. The listed company may consult the interpretation of relevant business rules and policies, and business handling procedures, among others, but shall not disclose the specific content of any matter on postponement or exemption to be conducted in the consulting process.