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In order to protect the lawful rights and interests of investors, we hereby promulgate the supplementary provisions as follows regarding the relevant issues concerning the implementation of the "Implementation Measures for Suspending and Terminating the Listing of Loss-making Listed Companies (Revised) ": Article 1. Where, due to any major accounting error or false record in the accounting report, a company corrects the error on its initiative or is ordered to get right, and also makes retroactive adjustment on the accounting report of the previous year, thus resulting in a deficit for the latest two consecutive years, the securities exchange shall, within 10 working days as of the day when the company issues the annual report, decide to suspend the listing of the stocks of the said company in case that the company's retroactive adjustment leads to continuing deficit in the present year. Article 2. If, when the securities exchange decides to suspend, resume or terminate the listing, an auditing report is made by a certified accountant with explanatory notes such as unpreserved opinions, preserved opinions, negative opinions or refusal to express opinions for the accounting report (hereinafter uniformly referred to "auditing report of non-standard and unpreserved opinions") in the regular report on which the above said decision is based, the securities exchange may organize an experts' committee to make an independent professional judgment on the major accounting treatment issues which are involved in and will affect the authenticity of profitability of the auditing report of non-standard and unpreserved opinions, and the securities exchange may make corresponding decisions on the basis of the opinions of the experts' committee. Article 3. For a company that has suffered from a deficit for the latest two consecutive years, or suffered from a deficit for the latest two consecutive years after making retroactive adjustment in accordance with Article 1 of the present supplementary provisions, if its annual accounting report indicates a continuing deficit, or indicates a favorable balance but an auditing report of non-standard and unpreserved opinions is issued, its board of directors shall, when examining the annual accounting report, make a resolution on the following matters, and submit it to the latest shareholders' general meeting for examination: (1) If the company's stocks are suspended from listing, the company shall conclude with a qualified stock company an agreement, which shall stipulate (including but not limited to) that the company shall retain the stock company to act as a recommender for resuming the listing of the stocks. However, if the stocks are terminated from listing, it shall entrust the stock company to provide the service of handling stock transfer on its behalf, and authorize the stock company to make registration for withdrawal of shares through the registration and settlement system in the securities exchange market, to handle re-confirmation of shares and to make registration and settlement of shares through the stock transfer system on behalf of the company, and so on. A qualified stock company shall refer to a stock company with both the qualification of "handling stock transfer on other's behalf" and the qualification as a "recommender for listing" (hereinafter referred to the "principal stock company"); (2) If the company's stocks are suspended from listing, the company shall conclude with China Securities Registration & Clearing Company an agreement, which shall stipulate (including but not limited to) that, if the stocks are terminated from listing, the company shall entrust China Securities Registration & Clearing Company to act as the institution for the trusteeship, registration and settlement of all the shares; and (3) If the stocks of the company are terminated from listing, the company shall apply for transferring its shares through the system of stock transfer on other's behalf, and the shareholders' general meeting shall authorize the board of directors to handle the relevant matters on terminating the company's stocks from listing and on the stocks' entry into the stock transfer system. Article 4. The company's board of directors shall, after the shareholders' general meeting has examined and adopted the matters to be discussed mentioned in Article 3 of the present Supplementary Provisions, finish concluding agreements with China Securities Registration & Clearing Company and the principal stock company as soon as possible, and report to the Securities Association of China, the dispatched office of China Securities Regulatory Commission (hereinafter referred to "the CSRC") at the company's registration place, and the securities exchange, and shall make an announcement. Article 5. Where the stocks of a company are terminated from listing, the principal stock company shall, within 5 working days after the securities exchange decides to terminate the listing, publish on a newspaper or Internet website designated by the CSRC to disclose information of listed companies the "Announcement of Relevant Particulars on Transfer of Stocks on Other's Behalf", by announcing the following contents: (1) information on terminating the listing of shares; (2) time and method of re-confirmation of shares; and (3) conditions and arrangements for transfer of stocks on other's behalf. Article 6. A principal stock company shall, within 20 working days after the securities exchange has decided to terminate the listing of a company's stocks, finish the pre-stage preparation work including the registration of the withdrawal of the shares terminated from listing, etc., handle the formalities of re-confirmation of shares for the shareholders, and open the account of transfer of shares for non-listed companies. Article 7. Where the board of directors of a company does not perform the obligations related to resumption and termination of listing of the company's stocks, thus damaging the shareholders' lawful interests, the shareholders may demand the company in accordance with the law to perform the above said obligations and request for investigation of the relevant liabilities. Where a principal stock company entrusted by the company does not implement the agreement, thus damaging the lawful interests of the company and the shareholders, the company may demand the principal stock company in accordance with the law to perform the above said obligations and request for investigation of the relevant liabilities. Article 8. Where a listed company fails to disclose the annual report or semi-annual report in accordance with the law within the statutory period, or fails to correct the false accounting report within the stipulated period, the securities exchange shall, in accordance with the relevant laws and regulations and the "Rules on Listing of Stocks", decide to suspend, resume or terminate the listing of the company's stocks. Article 9. The securities exchange shall, after deciding to suspend or resume the listing of the stocks of a listed company in accordance with the law, make a report to the CSRC; and shall, after deciding to terminate the listing of the stocks, report to the CSRC for record. Article 10. The present Supplementary Provisions shall come into force on the date of their promulgation. |
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