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关于执行《亏损上市公司暂停上市和终止上市实施办法(修订)》的补充规定Implementation of the 《Suspending and Terminating the Listings of Loss-making Listed Companies Implementing Procedures (Revised)》 Supplementary Provisions

2006-05-13 09:14   我要纠错 | 打印 | 收藏 | | |

(Promulgated by the China Securities Regulatory Commission on 18 March 2003 and effective as of the date of promulgation.)

颁布日期:20030318  实施日期:20030318  颁布单位:中国证券监督管理委员会

  The following Supplementary Provisions in respect of the issues regarding the implementation of the are formulated in order to protect the lawful rights and interests of investors:

  1. Where a company has posted consecutive losses for the most recent two years as a result of retrospective adjustment made by the company on its own initiative or by order to its financial and accounting reports for the previous year(s) due to material accounting errors or false records in the reports, if the company continues to post losses for the year in which such retrospective adjustment was made, the stock exchange shall, within 10 working days of the date of publication of the company's annual report, render a decision to suspend the listing of the company's shares.

  2. When the stock exchange renders a decision on suspension, restoration or termination of share listing, if, the decision is based on the financial and accounting reports in a periodical report on which an audit report with an explanatory note setting forth an unqualified opinion, qualified opinion, adverse opinion or disclaimer of opinion (an Audit Report with Non-standard and Unqualified Opinions) has been issued by a certified accountant, the stock exchange may organize an expert committee to make an independent professional judgment on the material accounting treatments that are involved in the Audit Report with Non-standard and Unqualified Opinions and that affect the authenticity of the profits. The stock exchange may render its decision accordingly on the basis of the opinion of the expert committee.

  3. If, in respect of a company that has posted consecutive losses for the most recent two years or a company that has posted consecutive losses for the most recent two years upon carrying out retrospective adjustment pursuant to Paragraph One hereof, the company's annual financial and accounting reports continues to show losses, or although the reports show a profit, an Audit Report with Non-standard and Unqualified Opinions has been issued on the reports, the board of directors of the company shall adopt resolutions on the following matters when reviewing the annual financial and accounting reports, and shall submit the resolutions to the most recent shareholders' general meeting for consideration:

  (1) If the listing of the company's shares is suspended, the company will enter into an agreement with a qualified securities company. The agreement shall stipulate the following (including but not limited to): the securities company will be employed as the sponsor for restoration of listing of the company's shares; if the listing of the company's shares is terminated, the securities company will be entrusted to provide share transfer agency services and authorized to handle such matters as registration of withdrawal of the company's shares from the market registration and clearing system of the stock exchange, reconfirmation of the shares and registration and clearing of the shares in the share transfer agency system.

  A qualified securities company means a securities company that has the qualifications to engage in share transfer agency services and the qualifications of a listing sponsor (Sponsor Securities Company)。

  (2) If the listing of the company's shares is suspended, the company will enter into an agreement with the China Securities Depository and Clearing Corporation Limited. The agreement shall stipulate the following (including but not limited to): if the listing of shares is terminated, the company will entrust China Securities Depository and Clearing Corporation Limited as the custodian, registration and clearing organization for all of its shares.

  (3) If the listing of the company's shares is terminated, the company will apply for the entry of its shares into the share transfer agency system for transfer, and the shareholders' general meeting will authorize the board of directors to handle the matters related to the termination of listing of the company's shares and entry of the shares into the share transfer agency system.

  4. The board of directors of the company shall, after the shareholders' general meeting has considered and adopted the resolutions specified in Paragraph Three hereof, complete the conclusion of agreement with the China Securities Depository and Clearing Corporation Limited and the Sponsor Securities Company as soon as possible, report the same to the Securities Association of China, the China Securities Regulatory Commission agency at the place of registration of the company and the stock exchange, and make an announcement thereof.

  5. In case of termination of listing of the company's shares, the Sponsor Securities Company shall, within five working days after the stock exchange has rendered the decision to terminate the listing, publish an “Announcement of Matters Relating to Share Transfer Through an Agent” with the following particulars in the newspapers and on the websites designated for information disclosure of listed companies by the China Securities Regulatory Commission:

  (1) status of the termination of listing of shares;

  (2) time and method to carry out procedures for reconfirmation of shares; and

  (3) conditions and arrangements for share transfer through an agent.

  6. The Sponsor Securities Company shall, within 20 working days after the stock exchange has rendered the decision to terminate the listing of the company's shares, complete the preparatory work for the early stage such as withdrawal registration for the shares whose listing has been terminated, carry out the procedures for reconfirmation of shares and open non-listed company share transfer accounts for the shareholders.

  7. If the board of directors of the company fails to perform the obligations in connection with the restoration or termination of listing of the company's shares, thereby causing damage to the lawful rights and interests of shareholders, the shareholders may demand the company to perform the afore-mentioned obligations and pursue the relevant liabilities in accordance with the law.

  If the Sponsor Securities Company entrusted by the company fails to perform the agreement, thereby causing damage to the lawful rights and interests of the company and the shareholders, the company may demand the Sponsor Securities Company to perform the afore-mentioned obligations and pursue the relevant liabilities in accordance with the law.

  8. If a listed company fails to disclose its annual report or interim report or fails to rectify its false financial and accounting reports within the stipulated time limit, the stock exchange shall render a decision to suspend, restore or terminate the listing of the company's shares in accordance with the relevant laws, regulations and the Share Listing Rules.

  9. After the stock exchange has rendered a decision on the suspension or restoration of listing of a listed company's shares in accordance with the law, it shall report the decision to the China Securities Regulatory Commission. After the stock exchange has rendered a decision on the termination of listing of shares, it shall report to the China Securities Regulatory Commission for record filing.

  10. These Supplementary Provisions shall be implemented as of the date of promulgation.

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