In recent years, with the full implementation of the registration system, all parties have put forward higher requirements on the quality of information disclosure of listed companies, and the regulatory practice has also faced some new situations and new issues.

Recently, China Securities Regulatory Commission (CSRC) issued the revised Measures for the Administration of Information Disclosure of Listed Companies (hereinafter referred to as the “Measures for Information Disclosure”), which is scheduled to come into force on July 1, 2025, formally. The purpose of this amendment is to improve the information disclosure system of listed companies, optimize the content of disclosure, and enhance the relevance and effectiveness of information disclosure.

The main amendments to the Measures on Information Disclosure:

1. Strengthening risk disclosure and industry information disclosure

- Risk disclosure: Require listed companies to fully disclose significant risks that may affect core competitiveness, business activities and future development (e.g. unprofitable enterprises need to explain the causes and effects).

- Industry information: It is clear that listed companies should combine the characteristics of the industry they belong to and fully disclose industry information related to their own business and the company's operational information, so as to facilitate investors' reasonable decision-making.

2. New rules on disclosure of information during non-trading hours

- Allow the release of material information during non-trading hours, provided that the announcement is disclosed before the start of the next trading session.

3. Clarify that information disclosure obligation holders are suspended or exempted from disclosing information, but shall comply with laws, administrative regulations and CSRC's regulations.

4. Requiring listed companies to publish sustainability reports in accordance with the regulations of the stock exchange.

5. Restricting information disclosure “outsourcing” behavior

- Except for securities companies and securities service organizations that are allowed to prepare and review information disclosure documents according to regulations, listed companies shall not entrust other companies or organizations to prepare or review information disclosure documents on their behalf. Listed companies shall not consult with companies or organizations other than securities companies or securities service providers on matters such as the preparation and announcement of information disclosure documents.

6. Adjustment of Disclosure Obligation Subjects and Responsibilities

- Improve the scope of the subject of public commitment to fulfill the disclosure obligation. In addition to listed companies and their controlling shareholders, de facto controllers, directors and senior management, new acquirers, asset counterparties, bankruptcy reorganization investors and other relevant parties are added as the subject of public commitment.

- Implementing the new Company Law and adjusting the provisions relating to the disclosure of information by the supervisory board and supervisors of listed companies. First, deleting the provisions on supervisors of listed companies. Second, clarifying the manner in which the audit committee supervises the preparation of periodic reports. Third, to adapt the original duties and responsibilities regarding the supervisory board to those of the audit committee.

7. Penalties

- In accordance with the newly amended Administrative Punishment Law and the Circular of the State Council on Further Implementation of the Administrative Punishment Law of the People's Republic of China, the upper limit of the penalty amount of the Letter and Disclosure Measures has been adjusted to 100,000 yuan.

Overall, the revision of the Measures for Information Disclosure is conducive to promoting listed companies to enhance the quality of information disclosure and better respond to investor concerns; it is also conducive to promoting the overall improvement of corporate governance, reducing investor risks and promoting the healthy development of the capital market.

Enterprises should improve the information disclosure management system, strengthen the capacity building of the audit committee, and take the new regulations as an opportunity to integrate ESG into the core of their strategies and build long-term sustainable investor trust.

Author: Qinger