CSRC: Annual Report of Listed Companies to Disclose Environmental Information in Detail

【Abstract】In the aspect of standardizing the flow of funds between related parties, the behavior of occupying listed company funds such as "occupation by period, repayment at the end of period" or "small amount, multiple batches" of controlling shareholders is explicitly prohibited. For accounting firms, the announcement also requires for the first time that a registration system for the holding of stocks by business personnel should be established.

The China Securities Regulatory Commission issued an announcement a few days ago, requiring listed companies to effectively prepare, disclose, and audit the 2010 annual report. The announcement first raised the requirement that listed companies should disclose environmental information according to law. In standardizing the transaction of related party funds, the actions of occupying listed company funds such as "occupation by period, repayment by period end" or "small amount, multiple batches" of controlling shareholders are explicitly prohibited. For accounting firms, the announcement also requires for the first time that a registration system for the holding of stocks by business personnel should be established.

The announcement pointed out that listed companies should increase the disclosure of environmental information and satisfy the majority of investors' right to know about the environment. Listed companies and their subsidiaries listed in the list of heavily polluting enterprises announced by the environmental protection department shall disclose major pollutants in the “major events” section of the annual report in accordance with the relevant provisions of the “Cleaner Production Promotion Law” and the “Environmental Information Disclosure Measures (Trial)”. Emissions, corporate environmental protection facilities construction and operation, environmental pollution accident emergency plans, environmental compliance standards, comparison of environmental protection parameters in the same industry, environmental protection issues, and rectification and other environmental protection information. At the same time, other listed companies are encouraged to voluntarily disclose environmental information and take initiative to assume social and environmental responsibility.

For accounting firms, the first time it explicitly requested the establishment of a registration system for the holding of stocks by business personnel. The persons who perform the auditing business of listed companies and their major close relatives own the shares of listed companies and must report truthfully and record them on the record, and resolutely prevent the use of company insider information to buy or sell company shares.

In terms of reducing related-party transactions and enhancing the independence of listed companies, the announcement requires listed companies to actively implement overall listing through various means such as M&A, private placement, and private placement, to fundamentally solve the problems associated with related transactions and competition in the industry due to partial restructuring and listing. Enhance the independence of listed companies, promote industry consolidation and industrial upgrading. For connected transactions that cannot be reduced, listed companies should strictly implement the relevant decision-making procedures and information disclosure obligations, clarify the pre-examination duties of independent directors and accountability mechanisms afterwards, and improve the normalization of the operation of related-party transactions.

In order to regulate the internal circulation procedures of major information, the announcement requires listed companies to strengthen the internal inspection, collection, transfer, and disclosure mechanism for sensitive information, implement centralized management responsibility for information disclosure, and formulate information inquiries, management, and disclosure involving shareholders and actual controllers. The system prevents stockholders and actual controllers from buying or selling company shares prior to the occurrence of major sensitive issues affecting the company’s share price. GEM companies should also fully disclose their core values, risks, senior management reductions and the use of funds raised.

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