Article 8 The information disclosed by a trust and investment company in accordance with the provisions of these Measures includes:
(1) annual report. After the end of the fiscal year, the trust and investment company shall prepare an annual report, introducing the company profile, corporate governance, business profile, accounting statements, financial statements, major events and other information. The summary of the annual report is an excerpt from the main points of the full text of the annual report.
(2) Interim report on major issues. A trust and investment company shall make an interim report on major issues that may affect the company's financial position, operating results, the rights and interests of customers and relevant stakeholders, and disclose them to the public.
(3) Other information required to be disclosed by laws, administrative regulations and CBRC.
Article 9 A trust and investment company shall prepare and disclose the annual report and its summary in accordance with the requirements of these Measures. The annual report and the summary of the annual report shall be prepared in accordance with the content and format required by the annex to these Measures.
Article 10 The annual report of a trust and investment company shall at least include the following contents:
(1) Company Profile
corporate governance
(3) General situation of operation
(4) Accounting statements
(5) Notes to accounting statements
(6) Statement of financial position
(7) Disclosure of special matters
Article 11 A trust and investment company shall disclose the following risk types and risk management in its business profile:
(1) Overview of risk management. Trust and investment companies shall disclose risks and risk management, including basic principles and control policies of risk management, organizational structure and division of responsibilities of risk management, risks that may be encountered in business activities and business activities that generate risks.
(2) Credit risk management. Trust and investment companies shall disclose the possible credit risks and corresponding control strategies, the names and basis of risk rating and external rating companies, the amount of credit risk exposure at the end of the period, the classification of credit risk assets, the amount of non-performing assets at the beginning and end of the period, the accrual method and statistical method of general reserve and special reserve, the main principles of collateral confirmation, the ratio of collateral to loan principal determined internally, and the relevant management principles of secured loans.
(3) Market risk management. A trust and investment company shall disclose the risks arising from changes in stock prices, market exchange rates, interest rates and other price factors and their estimates, analyze the impact of the above price changes on the company's profitability and financial status, and explain the company's market risk control strategy.
(4) Operational risk management. A trust and investment company shall disclose the risks caused by imperfections or errors in internal procedures, personnel and systems, or external events, and explain the integrity, legality and effectiveness of the company's control system and risk management strategy for such risks.
(5) Other risk management. The trust and investment company shall disclose other risks that may cause serious adverse effects on the company, customers and relevant stakeholders, and explain the company's management strategy for such risks.
Article 12 A trust and investment company shall disclose the following corporate governance information:
(1) General meeting of shareholders held during the year (general meeting of shareholders);
(2) The performance of duties by the board of directors and its committees;
(three) the performance of the duties of the board of supervisors and its subordinate committees;
(four) the performance of duties by senior managers;
(5) Internal control.
Article 13 The board of directors of a trust and investment company shall explain the matters involved in the audit report issued by an accounting firm with explanatory notes, reserved opinions, refusal to express opinions or negative opinions.
Article 14 The board of supervisors of a trust and investment company shall express independent opinions on whether the company's legal operation and financial report truly reflect the company's financial position and operating results.
Article 15 A trust and investment company shall disclose the total amount of related party transactions and major related party transactions in the notes to the accounting statements. Trust and investment companies shall not disclose related parties that have not had related transactions with trust and investment companies.
Major related party transactions shall be disclosed item by item, including related parties, transaction contents, pricing principles, transaction methods, transaction amount, overdue repayment, etc. during the reporting period. If the related party is a shareholder of the trust and investment company, it shall also disclose the amount and proportion of the shares held by the shareholder.
Major related party transactions refer to the transactions between the trust and investment company's inherent property and related parties, between the trust and investment company's inherent property and trust property, and between trust properties, in which the amount of a single transaction accounts for more than 5% of the registered capital of the trust and investment company, or after the trust and investment company trades with related parties, the transaction balance between the trust and investment company and related parties accounts for more than 20% of the registered capital of the trust and investment company.
When calculating the balance of transactions between related natural persons and trust and investment companies, the transactions between their close relatives and trust and investment companies shall be calculated together; When calculating the balance of transactions between affiliated legal persons or other organizations and trust and investment companies, the transactions between legal persons or other organizations that constitute group customers and trust and investment companies shall be calculated together.
Article 16 Related parties, control and joint control mentioned in these Measures refer to the accounting standards for enterprises? Disclosure of related party relationship and its transactions.
The term "close relatives" as mentioned in these Measures includes parents, spouses, brothers and sisters and their spouses, adult children and their spouses, parents of spouses, brothers and sisters of parents and their spouses.
Associated legal persons or other organizations as mentioned in these Measures include:
(1) Non-natural person shareholders of trust and investment companies;
(2) A legal person or other organization that is directly or indirectly controlled by the enterprise together with the trust and investment company;
(3) Internal personnel of the trust and investment company directly, indirectly and jointly control with natural person shareholders and their close relatives or can exert significant influence on the legal person or other organizations;
(4) Other legal persons or other organizations that can directly, indirectly and jointly control the trust and investment company or exert significant influence on the trust and investment company.
The term "group customers" as mentioned in these Measures refers to two or more enterprises or organizations directly or indirectly controlled by an enterprise.
Article 17 The annual special events disclosed by a trust and investment company shall at least include the following contents:
(1) Changes of the top five shareholders during the reporting period and their reasons;
(two) the change of senior management personnel and its reasons;
(3) Change of registered capital, change of registered place or company name, division or merger of the company;
(4) Major litigation matters of the company;
(5) The company and its senior management personnel are punished;
(6) If the CBRC and its dispatched offices put forward rectification opinions on the company after inspection, they shall briefly explain the rectification situation.
(seven) the brief content, disclosure time, media name and layout of the interim report on major events this year;
(8) Other important information that the CBRC and its provincial dispatched offices think customers and relevant stakeholders need to know.
Article 18 When a trust and investment company has a major event, it shall make an interim report on the major event and make it public. Major events include (but are not limited to) the following:
(a) the change of the largest shareholder of the company and its reasons;
(2) Changes in the chairman and general manager of the company and their reasons;
(3) During the reporting period, the cumulative change of company directors exceeded 50%;
(4) During the reporting period, the cumulative changes of trust managers and trust business personnel exceeded 30%;
(5) Changes in articles of association, registered capital, place of registration and company name;
(6) matters such as merger, division and dissolution of the company;
(7) The company changes the accounting firm it audits;
(8) The company changes its law firm;
(nine) other important matters stipulated by laws and regulations.
Article 19 An interim report on major events disclosed by a trust and investment company shall include (but not limited to) the following contents:
(1) The board of directors and directors promise that the information disclosed is true, accurate and complete, and bear corresponding legal responsibilities for their guarantee;
(2) The time, place, parties, contents of the event, cause analysis, estimation of the impact on the future development of the company and the countermeasures to be taken by the company that need to be disclosed.
Article 20 When any of the following events happens to a trust and investment company, the board of directors of the company shall be responsible for issuing a situation report, and report to the local CBRC agency within 2 days after the event. The situation report shall explain the time, place, content, reason, estimation of the impact on the company, the countermeasures to be taken by the company and the disclosure opinions of the board of directors on the incident, and attach the legal opinions of the law firm.
(1) There is a major operating loss, which is enough to affect the company's ability to pay and continue to operate;
(2) Criminal cases related to the company and its employees;
(3) Being warned of risks, publicly condemned or administratively punished by functional departments such as industry and commerce, taxation, auditing, customs, securities management and foreign exchange management;
(4) Other emergencies that the CBRC and its provincial-level dispatched offices deem necessary to report.