With the listing and trading of the first batch of companies on the SSE Star Market just around the corner, in order to standardize the information disclosure of the companies listed on the SSE Star Market (the Star Companies for short ) and support the companies in complying with the rules for information disclosure, preparing the announcement documents and completing the disclosure of the announcements, on July 12, the Shanghai Stock Exchange (SSE) promulgated the “Memorandums on Information Disclosure of Companies Listed on SSE Star Market” (the Memorandums for short) and guidelines for announcement formats. The Memorandums is the main lower-level rule for implementing and refining the requirements for information disclosure in the “SSE Rules for Listing Stocks on SSE Star Market”.
In the process of formulation, the SSE summarized the useful experience in the regulation on information disclosure on the main board, followed the guidelines for focusing on key points and optimizing details, and strived to develop the Memorandums into a specific guide for the Star Companies to fulfill their information disclosure obligation. First of all, the requirement for differentiated information disclosure in key systems was implemented. In the aspects such as delisting, equity incentives, continuous supervision, operation information disclosure and risk alert, the differentiated arrangements for the Star Companies were made on the basis of the actual situations, with the relevant requirements for information disclosure to be adjusted and improved accordingly. Second, the details of the rule system for information disclosure were optimized. On the basis of the problem-oriented system of rules for information disclosure accumulated for a long time on the main board, the rules for the SSE Star Market were adequately integrated according to the types of the information disclosure businesses, so as to achieve conciseness and clearness and facilitate the application. Third, the requirements for information disclosure were simplified relevantly. For the matters or businesses not involved in the SSE Star Market, the relevant guidelines are no longer applicable; for some matters characterized by the mature and stabilized practices formed in long-term market operation, such as the announcement on the resolutions of the board of directors, no uniform disclosure format is required, and the companies may refer to the template provided by the business management system for the companies on the SSE Star Market in disclosure. The “Memorandums on Information Disclosure of Companies Listed on SSE Star Market” includes a total of 8 parts, mainly involving the following matters:
The “Memorandum 1 - Guide for Handling Information Disclosure” and the “Memorandum 2 - Guide for Businesses of Information Reporting and Filling in Documents” provide for the requirements for handling the information disclosure businesses and reporting the information on the SSE Star Market. The “Memorandum 1” mainly specifies the procedures for handling the information disclosure on the electronic system, including the reporting requirements and operational procedures for ordinary information disclosure documents, application for trading suspension and resumption as well as disclosure of other information and handling the information disclosure business under special circumstances; the “Memorandum 2” mainly stipulates the procedures for online filing for the information of non-public disclosure, such as the related parties and the relationships with the related parties, holders of insider information, commitment matters and surveys.
The “Memorandum 3 - Guide for Daily Information Disclosure” and the attached guidelines for announcement formats cover the matters for daily information disclosure of the listed companies such as major transactions, connected transactions, external investments, abnormal fluctuations in stock trading, shares pledge, shareholding lessening, business performance prediction, and flash reports on business performance, which are characterized by high frequency of use and close attention in the market. Specifically, based on the characteristics of the Star Companies, the format guidelines for the “Announcement on Alert for Industry and Operation Risks of Companies Listed on SSE Star Market” are formulated to guide the Star Companies in disclosing the industry information and major business risks that may arise in daily operations and implementing the requirements for disclosing the outstanding industry information and operation risks on the SSE Star Market; in response to the phenomenon of colluding in speculating on stock prices by using hot issues in the market, the format guideline for the “Announcement of Companies Listed on SSE Star Market on Conducting New Businesses” are formulated to guide the Star Companies in making special information disclosure when they enter a new industry or there are changes in their main businesses; to cope with the risk of shares pledge, the format guideline for the “Announcement of Companies Listed on SSE Star Market on Equity Pledge (Freezing, Lifting of Pledge and Unfreezing)” are formulated to intensify the disclosure of the risks of the controlling shareholders involved in the high-proportion pledge and forced liquidation or transfer, with the requirement added for the intermediaries to conduct continuous supervision.
The “Memorandum 4 – Guide for Disclosure of Information on Equity Incentives” is matched with the more flexible and convenient equity incentive system of the SSE Star Market. In view of the innovative mechanisms for the restricted shares’ granting price, registration time and implementation procedures in the equity incentive system of the SSE Star Market, the guidelines for two announcement formats are formulated to specify the decision-making procedures, information disclosure requirements and business handling procedures for related matters.
The “Memorandum 5 - Guide for Disclosure of Information on Delisting” is linked with arrangements for delisting on the SSE Star Market. According to the institutional arrangements for delisting on the SSE Star Market, the guidelines for 4 announcement formats are formulated for the implementation of delisting risk warning, cancellation of delisting risk warning, risk alert of listing termination and termination of listing, so as to provide for the information disclosure obligations that the Star Companies should fulfill in different types of circumstances of forced delisting.
The “Memorandum 6 - Operation Matters” specifies the business operation matters involved in the information disclosure on the SSE Star Market, and guides the companies in handling business operations and releasing announcements as required. Specifically, in order to facilitate the exercise of the over-allotment option by the Star Companies in the listing stage, the format guideline for the “Implementation of Over-allotment Option for Companies Listed on SSE Star Market” is specially formulated.
The “Memorandum 7 – Annual Report-related Matters”, on the basis of the integration of the three periodic report memorandums on the main board of the SSE, provides the rules for the preparation of the internal control report related to the annual report, the requirements for disclosing the capital occupation and transfer of the related parties, and the duty performance requirements for the independent directors during the annual report period.
The “Memorandum 8 – Requirements for Disclosure of Information on Margin Trading and Securities Lending, and Refinancing” specifies the principles for the consolidated calculation of the securities held by special securities trading accounts, the disclosure requirements for changes in equity or acquisitions, and the arrangements for rule applicability in special circumstances of securities trading.
Going forward, the SSE will revise and improve relevant memorandums and guidelines for announcement formats in a timely manner according to the market operation and demands for information disclosure after the official listing and trading of the companies on the SSE Star Market. In the daily regulation, the SSE will continue to implement the regulatory concept focusing on information disclosure, perform the duties in the frontline regulation, and support the Star Companies in improving their quality.