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Hello, special requirements for information disclosure of GEM listed companies:
First of all, the performance report system should be adopted to improve the timeliness of information disclosure. According to the provisions of the GEM Listing Rules (Consultation Paper), companies that are not expected to disclose their annual reports within two months from the end of the accounting year shall disclose the performance express report of the relevant accounting period within two months after the end of the accounting year, and the performance express report shall disclose the data and indicators such as operating income, operating profit, total profit, net profit, total assets, net assets, earnings per share, net assets per share and return on net assets of the listed company in the current period and the same period of the previous year.
Secondly, it is emphasized that the inspection opinions of the internal control system and the special audit report of the raised funds should be disclosed. When the company submits the periodic report, it shall submit the special opinion issued by the audit committee after the inspection and evaluation of the company's internal control system; If the listed company still has the raised funds in use, the company shall, while conducting the annual audit, hire an accounting firm to issue a special audit report on the use of the raised funds, and disclose the special audit in the annual report.
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GEM Information Disclosure Business Memorandum No. 11: Performance Forecast, Performance Express Report and Its Amendments clearly stipulates that the disclosure time of the performance forecast and its amendment announcement for the annual report, semi-annual report and the first three quarters report shall be no later than January 31, July 15 and October 15 respectively. Companies whose annual reports are scheduled to be disclosed in March-April should disclose their annual performance reports before the end of February.
Extended information: 1. When the following situations occur on the GEM**, the notice shall be given within one month from the date of the end of the accounting year:
1.Net profit is negative;
2.Net profit increased or decreased by more than 50% compared with the same period last year;
3.Achieve turnaround;
4.Net assets at the end of the period were negative.
2. Different exchanges have different requirements on the disclosure of performance forecasts. Therefore, the corresponding situation of the performance forecast of different exchanges is also different, as follows.
1. Shanghai Stock Exchange. For the annual report, if the listed company expects that the whole year may rise to losses, turn losses into profits, and net profit increases or decreases by more than 50% compared with the previous year (except for those with a small base), it shall disclose the performance forecast before January 31 after the end of the current fiscal year.
2. The main board of the Shenzhen Stock Exchange. It is expected that during the reporting period (the first quarter, the semi-annual beam destruction, the third quarter and the year), the following situations should be forecasted: the net profit is negative, the loss is turned into profit, the net profit is profitable, and the net profit increases or decreases by more than 50% compared with the same period of the previous year (except for the base is too small), the net assets at the end of the period are negative, and the annual operating income is less than 10 million yuan.
The timing of the earnings announcement must be by the 15th of the month following the end of each fiscal quarter.
3. Small and medium-sized board (belonging to the main board). The company shall disclose the performance forecast from the beginning of the year to the end of the next reporting period in the first quarter, semi-annual report and third quarter report. The company expects that the first quarter results will have a negative net profit attributable to the parent company, a net profit increase or decrease of more than 50% compared with the same period last year (except for those with a small base), and a turnaround, and the performance forecast should be made no later than March 31 (in the annual report summary or temporary announcement).
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When the following situations occur on the GEM**, the notice shall be made within one month from the date of the end of the accounting year:
1.Net profit is negative;
2.Net profit increased or decreased by more than 50% compared with the same period last year;
3.Achieve turnaround;
4.Net assets at the end of the period were negative.
Extended information] When the company on the main board of the Shanghai Stock Exchange expects that the annual operating results will appear in one of the following circumstances, it shall make a performance forecast within one month after the end of the accounting year, and if it is expected that the interim and third quarter results will appear in one of the following circumstances, the performance forecast can be made:1Net profit was negative; 2.
Net profit increased or decreased by more than 50% compared with the same period last year; 3.Achieve turnaround;
The GEM, also known as the secondary market, is a first-class trading market designed to provide financing channels and growth space for entrepreneurial enterprises that cannot be listed on the main board market temporarily. GEM is an important supplement to the main board market and occupies an important position in the capital market. Compared with the main board market, the listing requirements of the GEM are often more relaxed, mainly reflected in the requirements of establishment time, capital scale, medium and long-term performance, etc.
The GEM appeared in the United States in the 70s of the last century, and emerged in the 90s. In addition to this, the regulator also helps investors choose high-quality companies through the "sponsor" system. In the long history of development, the GEM has just begun to correspond to the main board market with large mature companies, and the market image of small and medium-sized companies as the main object appeared.
Purpose: (1) To provide financing channels for high-tech enterprises. (2) Through the market mechanism, effectively evaluate the value of entrepreneurial assets, promote the combination of knowledge and capital, and promote the development of knowledge economy.
3) Provide "export" for venture capital, diversify the risk of venture capital, promote the virtuous cycle of high-tech investment, and improve the flow and use efficiency of high-tech investment resources. (4) Increase the liquidity of the shares of innovative enterprises, facilitate the implementation of equity incentive plans, etc., and encourage employees to participate in enterprise value creation. (5) Promote the standardized operation of enterprises and establish a modern enterprise system.
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Legal analysis: The disclosure time of the annual report, semi-annual report and the first three quarters of the report and the announcement of its amendment shall be no later than January 31, July 15 and October 15 respectively.
Legal basis: Article 47 of the ** Law of the People's Republic of China An application for listing and trading shall meet the listing conditions stipulated in the listing rules of the ** exchange.
**The listing rules of the exchange stipulate which conditions for blocking the market shall put forward requirements for the issuer's operating years, financial status, minimum public offering ratio, corporate governance, integrity record, etc.
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According to Article 4 of the "GEM Information Disclosure Business Memorandum No. 11 - Performance Forecast, Performance Express Report and its Amendments".
The disclosure time of the first quarter results forecast amendment announcement shall not be later than April 10, the disclosure time of the semi-annual results forecast amendment announcement shall not be later than July 15, the disclosure time of the third quarter results forecast revision announcement shall not be later than October 15, and the disclosure time of the annual results forecast amendment announcement shall not be later than January 31.
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The disclosure time of the first quarter results forecast amendment announcement shall not be later than April 10, the disclosure time of the semi-annual results forecast amendment announcement shall not be later than July 15, the disclosure time of the third quarter results forecast revision announcement shall not be later than October 15, and the disclosure time of the annual results forecast amendment announcement shall not be later than January 31.
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According to the provisions of the Shenzhen ** Stock Exchange's "Business Handling Guide for Listed Companies on the Growth Enterprise Market No. 2 - Matters Related to Disclosure of Periodic Reports", the board of directors of a listed company shall, according to the company's operating conditions and profitability, continue to pay attention to whether the actual performance or financial situation is significantly different from the previously announced performance
1) If the performance forecast is disclosed due to the net profit indicator, the direction of the latest expected net profit change or the nature of profit and loss is inconsistent with the disclosed performance forecast, or the amount or scope is significantly different from the original estimate. A large difference means that the latest expected performance is 20% higher than the upper limit of the original forecast range or 20% lower than the lower limit of the original forecast range;
2) Where performance forecasts are disclosed due to net asset indicators, the original expected net assets are negative, and the latest estimated net assets are not less than zero;
3) Other major discrepancies.
The disclosure time of the announcement of the revision of the annual results forecast shall not be later than January 31 of the following year of the reporting period.
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Legal analysis: According to Article 4 of the "GEM Information Disclosure Business Memorandum No. 11 - Performance Forecast, Performance Express Report and Its Amendment", the disclosure time of the first quarter performance forecast amendment announcement shall not be later than April 10, the disclosure time of the semi-annual performance forecast amendment announcement shall not be later than July 15, the disclosure time of the third quarter performance forecast amendment announcement shall not be later than October 15, and the disclosure time of the annual performance forecast amendment announcement shall not be later than January 31.
Legal basis: "GEM Information Disclosure Business Memorandum No. 11 - Performance Forecast, Performance Express Report and Its Amendments" Fourth, the board of directors of the company should continue to pay attention to whether the actual performance is significantly different from the previously announced performance according to the company's operating conditions and profitability, and the board of directors of the company expects that the actual performance and the disclosed performance forecast have the following large differences, should refer to the requirements of Article 3 of this memorandum, timely disclosure of the performance forecast amendment announcement:
1. The direction of the latest expected performance changes is inconsistent with the disclosed performance forecast;
2. Although the direction of the latest expected performance change is consistent with the disclosed performance forecast, the change range or profit and loss amount exceeds the originally expected range;
3. Other major differences.
The disclosure time of the announcement of the revision of the semi-annual performance forecast shall not be later than July 15, the disclosure time of the announcement of the revision of the performance forecast for the first three quarters shall not be later than October 15, and the disclosure time of the announcement of the revision of the annual performance forecast shall not be later than January 31.
The GEM listing rules are as follows:
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