亏损上市公司暂停上市和终止上市实施办法（修订）
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(Issued by the China Securities Regulatory Commission on 30 November 2001.) Issue of the Circular To all listed companies: The Suspending and Terminating the Listings of Loss-making Listed Companies Implementing Procedures (Revised) are hereby formulated by the Commission in order to promote the healthy development of the market in securities and protect the lawful rights and interests of investors. The Procedures shall be effective as of 1 January 2002. The stock exchange shall not provide special transfer service for the shares of the companies whose listing have been suspended in accordance with these Procedures during the suspension of listing. The restoration and termination of the listings of shares of companies whose listings have been suspended before the promulgation hereof shall be handled in accordance with the following provisions: 1. The stock exchange shall cease to provide special transfer service for its shares from the date on which the grace period ends. 2. Companies that satisfy the following conditions may, within five working days of the date of disclosure of the 2001 annual report and before the end of the grace period, apply to the stock exchange for the restoration of its listing: a) the company discloses its 2001 annual report within the statutory time limit; and b) the 2001 financial report shows that the company is making a profit. If a certified accountant issues an audit report with an explanatory note setting forth an unqualified opinion, a qualified opinion, an adverse opinion or a disclaimer of opinion on the company's 2001 financial report, the stock exchange may conduct investigation and verification on the authenticity of the profit in the financial report. 3. The stock exchange shall cease to provide special transfer service for the shares of the companies that fail to disclose the 2001 annual report within the statutory time limit for disclosure, and shall render a decision to terminate the listing of the company's shares within 10 working days of the end of the statutory time limit for disclosure. Where the end of the grace period for a company is earlier than the statutory time limit for disclosure of the 2001 annual report, if the 2001 annual report is not disclosed before the end of the grace period, or if the 2001 annual report is disclosed before the end of the grace period but the company fails to apply for restoration of its listing within five working days of the end of the grace period, the stock exchange shall render a decision to terminate the listing of the company's shares within 10 working days of the end of the grace period. 4. The stock exchange shall render a decision on restoration or termination of listing in accordance with the relevant provisions specified in Part Three and Four hereof. China Securities Regulatory Commission 30 November 2001 Suspending and Terminating the Listings of Loss-making Listed Companies Implementing Procedures (Revised) PART ONE GENERAL PROVISIONS Article 1 These Procedures have been formulated pursuant to the relevant provisions of the Company Law and the Securities Law in order to promote the healthy development of the market in securities and protect the lawful rights and interests of investors. Article 2 These Procedures shall govern the suspension, restoration and termination of the listing of shares of listed companies that make consecutive losses. Article 3 The stock exchange shall render decisions on suspending, restoring or terminating the listing of shares of listed companies in accordance with the law. The stock exchange shall, within two working days of making the afore-mentioned decision, report the decision to the China Securities Regulatory Commission (the CSRC) for its records. Article 4 Where the CSRC regards a decision to suspend, restore or terminate listing by the stock exchange as not conforming to the provisions of the relevant laws, regulations and these Procedures, it may request the stock exchange to rectify or directly revoke such decision. PART TWO SUSPENSION OF LISTING Article 5 If a company posts consecutive losses for the most recent three years, the stock exchange shall render a decision to suspend the listing of the company's shares within 10 working days of the date of disclosure of the company's annual report. Where there are adjustments to the relevant State accounting policy, resulting in consecutive losses for a company for three years after investigation and adjustment, the provisions of the previous paragraph shall not apply. Article 6 Where the stock exchange decides to suspend the listing of a company's shares, it shall notify the company within two working days and make an announcement thereof. Article 7 A company shall, within two working days of the date of receipt of the stock exchange's decision to suspend the listing of its shares, publish an Announcement of Suspension of Listing in the newspaper(s) and on the website(s) designated by the CSRC, and on the website(s) designated by the stock exchange. The announcement shall contain the following particulars: 1. the class, symbol, securities code and date of commencement of suspension of the shares the listing of which has been suspended; 2. the main contents of the decision to suspend the listing of shares rendered by the stock exchange; and 3. other particulars required by the stock exchange. Article 8 During the suspension of the listing of its shares, a company shall disclose at least once a month specific measures it takes to resume its listing. It shall also disclose if no major measure has been taken. Article 9 During the suspension of the listing of its shares, a company shall continue to perform its obligation of information disclosure in accordance with the law. PART THREE RESTORATION OF LISTING Article 10 After the listing of shares has been suspended, a company may apply to the stock exchange for the restoration of its listing within five working days of the disclosure of its first interim report if it satisfies the following conditions: 1. the company publishes its first interim report after its listing is suspended within the statutory time limit; and 2. the interim financial report shows that the company is making a profit. If a certified accountant issues an audit report with an explanatory note setting forth an unqualified opinion, a qualified opinion, an adverse opinion or a disclaimer of opinion on the company's interim financial report, the stock exchange may conduct investigation and verification on the authenticity of the profit in the company's financial report. The investigation and verification period shall not be included in the approval time limit specified in Article 12 hereof. Article 11 When a company applies for restoration of its listing, it shall employ a listing sponsor with lead distributor qualifications and who satisfies the relevant provisions of the stock exchange for recommendation. Article 12 The stock exchange shall, within five working days of the date on which a company applies for restoration of its listing, render a decision on whether to accept the application. The stock exchange shall, within 30 working days of the date on which it decides to accept the application, render a decision on whether to grant its approval on the restoration of listing. Article 13 Within two working days of the date of receipt of the stock exchange's decision to restore listing of its shares, a company shall publish an Announcement of Restoration of Listing in the newspaper(s) and on the website(s) designated by the CSRC, and on the website(s) designated by the stock exchange. The announcement shall contain the following particulars: 1. the class, symbol and securities code of the shares whose listing is being restored; 2. main contents of the decision of the stock exchange to restore the listing of shares; 3. specific explanation by the company's board of directors on the measures taken to resume its listing; and 4. other particulars required by the stock exchange. Article 14 The listing of and trading in a company's shares shall be resumed five trading days after the publication of the company's Announcement of Restoration of Listing. During the period between the restoration of listing of and trading in a company's shares and the disclosure of the company's first annual report after the restoration of its listing, trading in the company's shares shall be subject to special treatment of the stock exchange. PART FOUR TERMINATION OF LISTING Article 15 If, after the statutory time limit has lapsed, a company fails to disclose the first interim report after its listing is suspended, the stock exchange shall, within 10 working days of the date on which the statutory time limit for disclosure ends, render a decision to terminate the listing of its shares. Where, within the statutory time limit, a company discloses its first interim report after its listing is suspended, but fails to apply for restoration of listing within five working days of the date of disclosure, or if the stock exchange rejects the application, the stock exchange shall render a decision to terminate the company's listing within 15 working days of the date of disclosure. Article 16 After the stock exchange has accepted a company's application for restoration of its listing and decides after examination and verification that the company does not satisfy the requirements for restoration of listing, the stock exchange shall render a decision to terminate the company's listing within 30 working days of the date of acceptance of the application. Article 17 If a resolution on the termination of the company's listing is adopted by a shareholders' general meeting after the listing of the company's shares is suspended, the company shall notify the stock exchange within two working days thereafter. The stock exchange shall render a decision to terminate the listing of the company's shares within five working days of the date of receipt of the notification. Article 18 Where, after the listing of the company's shares has been resumed, a company has not disclosed its first annual report after the restoration of its listing when the statutory time limit ends, the stock exchange shall render a decision to terminate the listing of the company's shares within 10 working days of the end of the statutory time limit. Where, after the listing of the company's shares has resumed, a company discloses its first annual report after the restoration of listing of its shares within the statutory time limit but the company shows a loss, the stock exchange shall render a decision to terminate its listing within 30 working days after the disclosure of its annual report. If a certified accountant issues an audit report with an explanatory note setting forth an unqualified opinion, a qualified opinion, an adverse opinion or a disclaimer of opinion on its annual financial report, the stock exchange may conduct investigation and verification on the authenticity of the company's profit in the financial report. The investigation and verification period shall not be included in the time limit for making the termination of listing decision specified in the provisions of the previous paragraph. Article 19 Within two working days of the date of receipt of the stock exchange's decision to terminate its listing, a company shall publish an Announcement of Termination of Listing in the newspaper(s) and on the website(s) designated by the CSRC, and on the website(s) designated by the stock exchange. The announcement shall contain the following particulars: 1. the class, symbol, securities code and date of termination of listing of the shares the listing of which has been terminated; 2. the main contents concerning the decision of the termination of listing; 3. matters concerning the registration, transfer and management of the shares after the termination of the listing; and 4. other particulars required by the stock exchange. Article 20 A company shall, within one month after its listing has been terminated, publish an announcement in the newspaper(s) and on the website(s) designated by the CSRC, and on the website(s) designated by the stock exchange, stating the specific reasons for the termination of its listing, the company's financial position over the years, details on serious violations of laws or regulations by senior management personnel of the company and details on current material claims, debts and court actions, etc. Article 21 If a company fails to perform the obligation stipulated in the preceding Article within the stipulated time limit, its shareholders may legally demand the company to perform the afore-mentioned obligation. Article 22 A company whose shares are terminated from listing may, in accordance with the relevant provisions, conclude an agreement with a securities company approved by the China Securities Industry Association, and entrust it to handle its share transfer. PART FIVE SUPPLEMENTARY PROVISIONS Article 23 These Procedures are applicable to companies whose shares are listed on the Shanghai and Shenzhen stock exchanges. Article 24 These Procedures shall be implemented as of 1 January 2002. The Suspending and Terminating the Listings of Loss-making Listed Companies Implementing Procedures promulgated by the CSRC on 22 February 2001 shall be repealed simultaneously. |
