(1) Implementing laws, regulations and company rules;
(2) Examining and approving the establishment of companies and the issuance of stocks in Hainan Special Economic Zone;
(3) To supervise the activities of the company according to law and investigate or assist in the investigation of illegal acts;
(4) Examining and approving the OTC or listed trading of the company's shares;
(5) Accepting complaints from shareholders;
(six) to exercise other functions and powers granted by the provincial people's government. Article 5 Companies engaged in business activities must abide by laws and regulations and accept the supervision of the government and the public. Article 6 The company supervisory organ shall establish a reporting system. Shareholders and employees of the company have the right to report the illegal acts of directors, managers and other management personnel of the company to the company supervision department. Article 7 The forms of the company's public disclosure of information according to law include public prospectus, instructions and periodic reports.
Prospectus refers to a special document that the company publicly discloses to the public when it raises shares, issues shares, goes public and deals with other very important matters. Including prospectus, listing announcement, disclosure of major events, disclosure of major transactions, etc.
Prospectus refers to the explanatory documents formulated by the initiating company and the unlisted company without individual shares with reference to the preparation standards and methods of public prospectus, but limited to a certain range of public disclosure.
Periodic report refers to the company's interim report and annual report.
The publicly disclosed information is expressed in Chinese. The information publicly disclosed when a company issues B shares or H shares shall also be expressed in English. The English version and the Chinese version are equally authentic.
In case of any discrepancy between the English version and the Chinese version, the Chinese version shall prevail. Article 8 The standard for the preparation of the prospectus is that major issues in the company's share issuance, stock listing and operation must be fully disclosed, so that investors can have a comprehensive and clear understanding and evaluation of the company's financial status, operating status, business development, future prospects and shareholders' rights and interests. The content statement must be true, accurate, clear and comprehensive, without ambiguity, falsehood or omission, misleading or fraud. Article 9 When a company offers shares and publicly issues shares, it shall prepare and announce a prospectus.
The prospectus shall contain the following items:
(1) Matters specified in Articles 15 and 16 of the Interim Regulations on the Administration of Stock Issuance and Trading issued by the State Council (hereinafter referred to as the Administrative Regulations);
(2) Other matters required by the company's regulatory authorities.
Where an enterprise is restructured to establish a company, the name and domicile of the restructured enterprise shall be listed, as well as the assets, liabilities and profits of the enterprise in the past three years.
Where a company issues shares to increase its registered capital, it shall also specify the list of directors, supervisors and managers of the company and their resumes. Article 10 The listing announcement prepared and published by the company shall include not only the main contents of the prospectus, but also the items listed in Article 34 of the Administrative Regulations, and meet the relevant requirements of the China Securities Regulatory Commission and the stock exchange where the company's shares are listed. Article 11 When a major event occurs, the company shall prepare and publish a public statement or a major event statement.
Major events refer to events that have a significant impact on the company's business development and the company's shareholders' rights and interests or stock prices, including various situations listed in the second paragraph of Article 60 of the Management Regulations.
Public statements or statements on major issues shall be reported to the company's regulatory authorities for the record within 7 days after publication. Article 12 A company shall report to the company's supervisory authority within one working day after the occurrence of an unforeseen major event. Article 13 Major transactions of the company are divided into: very major transactions, important transactions, and transactions between related legal persons and related persons. Article 14 Very important transactions refer to the following transactions:
(1) The assets purchased or sold by the company or its affiliated enterprises account for more than 25% of the company's original total assets;
(2) The estimated net profit of assets acquired or sold by the company or its affiliated enterprises accounts for more than 25% of the original estimated net profit of the company in the same period;
(3) This acquisition will change the company controller.
The affiliated enterprises mentioned in the preceding paragraph refer to the branches, subsidiaries or enterprises in which the company holds more than 5 1%. Article 15 Important transactions refer to transactions with the properties listed in Article 14, but the relative figures listed in each item all exceed 10%. Article 16 Related legal person transactions refer to the economic cooperation and trade between the company or its affiliated enterprises and the related legal persons of the company.
An affiliated legal person refers to a legal person that has a substantial shareholding or control relationship with the company.
Substantive shareholding relationship includes the following situations:
(1) Holding more than 20% of the shares of the company;
(2) Holding less than 20% of the shares of the company, but being the largest shareholder of the company;
(3) A legal person holding more than 50% of the shares of the enterprise;
(4) The third party holds more than 50% of the shares of the company;
(5) Other substantive shareholding relationships.
The control relationship includes the following situations:
(a) the company's major creditors or debtors;
(2) The basic elements of the company's production or operation are interdependent;
(3) The legal representative and the legal representative of the company are the same person, or they can control the company or exert substantial influence on the company's decision-making.