Notice on Supporting Listed Companies in Disclosing 2019 Annual Reports
Shang Zheng Fa [2020] No. 23 Document
Listed companies:
According to the "Securities Law" and other relevant regulations, listed companies shall disclose 2019 annual reports before April 30, 2020, in which the annual financial accounting report shall be audited by a certified accounting firm; the listed companies shall also disclose the reports for the first quarter of 2020 before April 30, 2020. In 2020, affected by the epidemic, some listed companies have encountered certain difficulties in the disclosure of their annual reports. In this regard, the Shanghai Stock Exchange (SSE) will make further efforts in the epidemic-related information disclosure and business consultation, arrange for dedicated personnel to establish contacts in a timely manner, fully support the listed companies in carrying out their work, and try its best to complete the disclosure of the periodic reports as scheduled; at the same time, with regard to the circumstances where it is indeed difficult to disclose the audited annual reports for 2019, according to the laws and regulations such as the “Securities Law” and the “Emergency Response Law” and the “Announcement on Matters Concerning the Current Work in Audit and Disclosure of the Annual Reports of Listed Companies and Other Institutions” ([2020] No. 22 Document, the "Announcement" for short) issued by China Securities Regulatory Commission (CSRC), the relevant matters are now notified as follows.
1.As the annual report is important investment decision-related information for investors to understand the situations of a listed company, the listed companies should energetically take measures to overcome difficulties and try their best to disclose the audited annual reports on schedule. The listed companies should strengthen the communication with the accounting firms for annual audit, innovate in working methods, assign necessary personnel, closely support the accounting firms for annual audit in carrying out the audit work, and bolster the efforts of the accounting firms for annual audit in completing the audit work on time.
2. If a listed company is unable to complete the audit work due to the epidemic impact on itself or the accounting firmfor annual audit it hires, and cannot objectively disclose the audited 2019 annual report on schedule, it may postpone the disclosure in accordance with the CSRC's "Announcement" and this notice, but in principle the disclosure should be no later than June 30, 2020.
If a listed company intends to postpone the disclosure of the audited annual report for 2019, in principle, it should publish the interim report on the postponed disclosure of the annual report before April 20, 2020; if there are indeed difficulties, the date shall be no later than April 30, 2020. For the listed companies that intend to postpone the disclosure but fail to release an interim report before April 20, the SSE will request the local CSRC office for verification as appropriate.
In the abovementioned interim report, the listed company should truthfully explain whether it is unable to make the disclosure on schedule as a result of the epidemic, the specific matters under the impact of the epidemicand the degrees, the progress in the preparation and audit of the current annual report, and the measures taken and to be taken to disclose the annual report as soon as possible, and specify the expected time of disclosure. The board of directors of the listed company shall convene a meeting to discuss the abovementioned matters and form definite opinions.
3. If a listed company intends to postpone the disclosure of the audited 2019 annual report, the company shall at least have hired an accounting firm for annual audit after convening a meeting of the board of directors. The accounting firmfor annual audit hired by the listed company should issue special opinions, verify whether the listed company’s aforementioned matters related to the audit of the annual report are true, explain the reasons for the failure to issue the audit report on schedule, the items with restrictions in the audit and the degrees, the progress in the audit work, and the measures taken and to be takenfor completing the audit work as soon as possible, and specify the expected time of completing the audit report. These special opinions shall be disclosed together with the abovementioned interim report.
If a listed company fails to disclose the interim report on postponing the disclosure of the annual report and the special opinions of the accounting firmfor annual audit as required, the provisions of this notice will not be applied, and the extension will not be granted; the failure to disclose the audited 2019 annual report before April 30, 2020 will be dealt with in accordance with the relevant provisions on failing to disclose the annual report within the statutory time limit.
4. If a listed company intends to postpone the disclosure of the audited annual report for 2019, it may disclose its main operating results in 2019 before April 30, 2020, and the “No. 13 Rules for Information Disclosure Compilationof the Companies Publicly Offering Securities – Special Provisions on Contents and Formats of Quarterly Reports” shall be referenced for the contents and formats of the disclosure in implementations.
The directors, supervisors and executives of the listed company should ensure that the listed company's main operating results in 2019 are true, accurate and complete, and free from false records, misleading statements and major omissions, and there is no significant difference from the audited annual report. If the guarantee cannot be made, the company should explain the matters with possible differences, and the reasons for the inability to make the promise, and fully warn against the risks.
The directors, supervisors and executives of the listed company should also express clear opinions on whether the listed company has any major violations such as capital occupation, non-compliance guarantees and illegal use of raised funds during the reporting period.
5. If a listed company intends to postpone the disclosure of the audited 2019 annual report, it should still disclose the report for thefirst quarter of2020 before April 30, 2020, and the disclosure time of the first quarterly report shall not be earlier than the time of the aforementioned disclosure of the major operating results in 2019.
6. If a listed company intends to postpone the disclosure of the audited 2019 annual report, the convening of its annual general meeting of shareholders may be put off accordingly to within 2 months after the disclosure of the audited 2019 annual report, but the date shall be no later than August 31, 2020.
7. If a listed company previously disclosed that its stocks hadthe warning ofdelisting risk or the risks of suspension or termination of listing, or its stocks have the warning of delisting riskor the risks of suspension or termination of listing according to its major operating results in 2019 disclosed in accordance with the provisions of this notice, it shall full warn against the relevant risks, and release every week the warnings against the risk that the company may have its stocks delisted or the announcements on the warnings against the risk of listing suspension or termination, until the release of the audited 2019 annual report.
8. If a listed company meets the requirements for postponing the disclosure of theaudited annual report for 2019 according to the CSRC’s “Announcement” and the provisions of this notice, it will not be subject to the provisions of the SSE on the measures of trading suspension and resumption, delisting risk warning, listing suspension and listing termination taken as a result of the failure to disclose the annual report within the statutory time limit, and the SSE will not take any regulatory measures or disciplinary actions accordingly.
If a listed company fails to disclose the audited 2019 annual report within the expected time in the postponement announcement, but it still discloses it before June 30, 2020, the SSE will not apply the provisions on the measures of trading suspension and resumption, delisting risk warning, listing suspension and listing termination taken as a result of the failure to disclose the annual report within the statutory time limit, but the listed company and related parties shall still be responsible for inaccurate information disclosure.
9. After a listed company discloses the audited annual report for 2019, the relevant provisions of the SSE ontrading suspension and resumption, delisting risk warning, listing suspension and listing terminationshall be applied accordingly. If a listed company fails to disclose the audited annual report for 2019 before June 30, 2020 after the extension, and there is no sufficient evidence of the impact of the epidemic with the audit institution issuing the definite opinion of support, the cases will still be handled in accordance with the relevant provisions on the failure to disclose the annual report within the statutory time limit.
10. A listed company and its directors, supervisors and executives, and the accounting firm for annual audit hired by it should be honest and diligent, and only when a company cannot objectively carry out the audit work and disclose theaudited 2019 annual report on schedule as a result of the impact of the epidemic can the extension be implemented in accordance with the provisions of this notice. The SSEwill conduct the aftermath supervision on the reasons for the listed companies to postpone the disclosure of the audited annual reports, and the differences discovered from the actual situations will be dealt with seriously according to laws and regulations and rules.
Shanghai Stock Exchange
April 8, 2020