Interim Regulation on Enterprise Information Disclosure of the PRC — Full English Translation (2014)

Promulgated by Decree No. 654 of the State Council of the People’s Republic of China on August 7, 2014

Effective: October 1, 2014

Table of Contents

Chapter I — General Provisions

Article 1 — These Regulations are enacted for the purpose of ensuring fair competition, promoting the integrity and self-discipline of enterprises, regulating the public disclosure of enterprise information, strengthening enterprise credit constraints, protecting the lawful rights and interests of the parties to transactions, and improving the government supervision system.

Article 2 — The term “enterprise information” as used in these Regulations refers to information formed in the course of the production and business operations of an enterprise that is recorded and preserved in the enterprise registration and other relevant government departments, as well as information reflecting the status of the enterprise that is publicly disclosed by the enterprise through the enterprise credit information disclosure system.

Article 3 — Enterprise information shall be publicly disclosed in a truthful and timely manner. Enterprises that publicly disclose information shall be responsible for the truthfulness and timeliness of the information they publicly disclose.

Article 4 — The administrative authorities for market regulation under the State Council shall be responsible for organizing the construction of the enterprise credit information disclosure system, collecting enterprise information, providing query services, and supervising and administering the public disclosure of enterprise information within their respective functions.

Article 5 — The relevant government departments shall, in accordance with the provisions of these Regulations, publicly disclose enterprise information within their respective functions and duties. The relevant government departments shall be responsible for the truthfulness, timeliness and completeness of the enterprise information they publicly disclose.

Chapter II — Annual Report Public Disclosure

Article 6 — Enterprises shall, from January 1 to June 30 of each year, submit the annual report of the preceding year to the administrative authorities for market regulation through the enterprise credit information disclosure system and publicly disclose it to the public. Enterprises established and registered in the current year shall submit and publicly disclose the annual report from the following year.

Article 7 — The annual report of an enterprise shall include the following contents:

(1) The enterprise’s mailing address, postal code, contact telephone number, e-mail address and other information;

(2) The enterprise’s status of existence, including opening, closing, suspension of business, and liquidation;

(3) Information on the enterprise’s investment in the establishment of enterprises and the purchase of equity interests;

(4) Where the enterprise is a limited liability company or a joint stock limited company, the amount of capital subscribed and contributed by its shareholders or promoters, the time and method of capital contribution, and other information;

(5) Information on changes in equity interests, such as equity transfer by shareholders of a limited liability company;

(6) Information on the enterprise’s website and the name and website of the online store engaged in online operations;

(7) Information on the number of employees, total assets, total liabilities, external guarantees, total owners’ equity, total operating revenue, main business revenue, total profit, net profit, total tax payments and other information of the enterprise.

The information specified in items (1) to (6) of the preceding paragraph shall be publicly disclosed to the public. The information specified in item (7) shall be selectively publicly disclosed by the enterprise at its discretion.

Article 8 — Enterprises shall be responsible for the authenticity and timeliness of the contents of their annual reports.

Chapter III — Timely Public Disclosure of Enterprise Information

Article 9 — An enterprise shall, within 20 working days from the date of formation of the following information, publicly disclose such information through the enterprise credit information disclosure system:

(1) Information on the amount of capital subscribed and contributed by shareholders or promoters of a limited liability company, or the shares subscribed by the promoters of a joint stock limited company, the time and method of capital contribution;

(2) Information on the pledge of equity interests or change of equity interests of a limited liability company;

(3) Information on the acquisition, alteration or extension of administrative licenses;

(4) Information on the registration of intellectual property pledges;

(5) Information on administrative penalties imposed on the enterprise;

(6) Other information that shall be publicly disclosed in accordance with the law.

Article 10 — Where the information publicly disclosed by an enterprise involves state secrets, national security or public interests, it shall be reported to the competent department in charge of confidentiality or the national security authority for approval before disclosure. Where the information publicly disclosed involves trade secrets or personal privacy, it may, with the consent of the right holder, be publicly disclosed or may not be publicly disclosed in accordance with the relevant provisions of the law.

Article 11 — The government departments concerned shall promptly correct any errors or omissions in the enterprise information publicly disclosed by them. Where an enterprise discovers that the information it has publicly disclosed is inaccurate, it shall promptly make corrections. The information before and after the correction shall be publicly disclosed simultaneously.

Chapter IV — Public Disclosure of Administrative Information

Article 12 — The administrative authorities for market regulation and other government departments concerned shall, in accordance with the provisions of laws and administrative regulations, publicly disclose the following enterprise information formed in the course of performing their duties through the enterprise credit information disclosure system:

(1) Information on enterprise registration and record-filing;

(2) Information on movable property mortgage registration;

(3) Information on equity pledge registration;

(4) Information on administrative penalties imposed on enterprises;

(5) Information on the inclusion of enterprises in the list of enterprises with abnormal operations;

(6) Information on the inclusion of enterprises in the list of enterprises with serious violations of the law and breach of trust;

(7) Information on spot checks and inspections;

(8) Other enterprise information that shall be publicly disclosed in accordance with the law.

Article 13 — Citizens, legal persons or other organizations may report or complain to the relevant government departments about any falsehoods or errors in the enterprise information publicly disclosed by the relevant departments in accordance with the law. The handling of such reports or complaints shall be subject to the supervision of the public.

Chapter V — Supervision and Administration

Article 14 — The administrative authorities for market regulation shall conduct spot checks on the enterprises that have publicly disclosed information, in particular on the information submitted by enterprises in their annual reports, such as financial status information. The specific measures for spot checks shall be separately formulated by the administrative authorities for market regulation under the State Council.

Article 15 — Where an enterprise fails to publicly disclose its annual report within the time limit prescribed in these Regulations, or fails to publicly disclose relevant enterprise information in a timely manner within the time limit prescribed by the administrative authorities for market regulation, or publicly discloses enterprise information that conceals the true situation or is fraudulent, the administrative authorities for market regulation at or above the county level shall list the enterprise as an enterprise with abnormal operations and publicize the listing through the enterprise credit information disclosure system to remind it of its obligation to perform the public disclosure.

Article 16 — Where an enterprise, after being listed as an enterprise with abnormal operations for three years, still fails to perform its obligation of public disclosure in accordance with the provisions of these Regulations, the administrative authorities for market regulation under the State Council or the administrative authorities for market regulation of provinces, autonomous regions or municipalities directly under the Central Government shall list the enterprise in the list of enterprises with serious violations of the law and breach of trust, and publicize the listing through the enterprise credit information disclosure system.

Article 17 — Where an enterprise is listed in the list of enterprises with serious violations of the law and breach of trust in accordance with the provisions of the preceding Article, the people’s governments at or above the county level and their relevant departments shall, in accordance with the provisions of laws and administrative regulations, impose restrictions or prohibitions on the enterprise or its legal representative or responsible person in respect of government procurement, project bidding, bidding for State-owned land, granting of honorary titles and other work.

Article 18 — Where an enterprise has its business license revoked or registration cancelled in accordance with the law, the relevant government departments shall make a public announcement on the enterprise credit information disclosure system.

Article 19 — The administrative authorities for market regulation and other relevant government departments shall, in accordance with the provisions of laws, regulations and the relevant provisions of the State Council, establish a credit constraint mechanism to impose penalties on enterprises with untrustworthy acts.

Chapter VI — Legal Liability

Article 20 — Where an enterprise fails to submit its annual report in accordance with the provisions of these Regulations or fails to publicly disclose relevant enterprise information within the time limit prescribed by the administrative authorities for market regulation, the administrative authorities for market regulation at or above the county level shall list it as an enterprise with abnormal operations. Where circumstances are serious, the relevant competent department shall impose administrative penalties in accordance with the provisions of relevant laws and administrative regulations. Where losses are caused to others, the enterprise shall bear liability for compensation in accordance with the law. Where a crime is constituted, criminal liability shall be investigated in accordance with the law.

Article 21 — Where citizens, legal persons or other organizations discover that the enterprise information publicly disclosed by an enterprise conceals the true situation or is fraudulent, or that the enterprise information publicly disclosed by a government department is inaccurate, they may file a report or complaint in accordance with the law. The relevant government departments shall handle the matter within 20 working days from the date of receiving the report or complaint and inform the informant or complainant in writing of the results of the handling.

Article 22 — Where government departments fail to publicly disclose enterprise information in accordance with the provisions of these Regulations, citizens, legal persons or other organizations may file a report or complaint in accordance with the law, and the relevant government departments shall handle the matter in accordance with the law.

Article 23 — Where the administrative authorities for market regulation or other relevant government departments and their staff members neglect their duties, abuse their powers, engage in malpractice for personal gain, or commit other acts in violation of the provisions of these Regulations, they shall be subject to sanctions in accordance with the law by the appointment and removal authorities or the supervisory authorities. Where a crime is constituted, criminal liability shall be investigated in accordance with the law.

Chapter VII — Supplementary Provisions

Article 24 — These Regulations shall apply, mutatis mutandis, to the public disclosure of information by specialized farmers’ cooperatives and individually-owned businesses, unless otherwise provided for by laws and regulations.

Article 25 — The specific measures for the implementation of these Regulations shall be formulated by the administrative authorities for market regulation under the State Council.

Article 26 — These Regulations shall come into force on October 1, 2014.