INTERIM REGULATIONS ON DISCLOSURE OF ENTERPRISE INFORMATION
Aug. to Nov. 2014 China Bulletin

Interim Regulations on Disclosure of Enterprise Information [Effective]
企业信息公示暂行条例 (Chinese Original);

Order of State Council No. 654
(English Translation – Ishimaru & Associates © 2014)
Interim Regulations on Disclosure of Enterprise Information, adopted at the 57th executive meeting of the State Council on July 23, 2014, are hereby promulgated and come into force on October 1, 2014.
Article 1 These Regulations are formulated to guarantee fair competition, promote enterprise integrity and self-discipline, regulate the disclosure of enterprise information, strengthen enterprise credit control, protect trading safety, improve regulatory effectiveness, and expand social supervision.
Article 2 “Enterprise information” in these Regulations refers to information created by an enterprise that is registered with the administration for industry and commerce, while it is engaged in production and operation activities, as well as information that reflects an enterprise’s situation and is generated by government departments in fulfilling their duties.
Article 3 Enterprise information disclosures must be authentic and timely.
If enterprise information to be disclosed involves state secrets, national security or the public interest, it shall be submitted for approval to the competent secrets administration or national security administration.  If enterprise information to be disclosed by the relevant department of a local people’s government at or above the county level involves corporate trade secrets of an enterprise or personal privacy, it shall be submitted to a superior competent department for approval.
Article 4 The people’s governments of provinces, autonomous regions or municipalities directly under the Central Government shall guide the work of enterprise information disclosure within their administrative regions, and promote the building of an enterprise credit information disclosure system within their administrative regions according to the general requirements for building the national social credit information platform.
Article 5 The Administration for Industry and Commerce under the State Council shall promote and supervise the work of enterprise information disclosure, and organize the building of an enterprise credit information disclosure system.  Other relevant departments of the State Council shall conduct relevant work on enterprise information disclosure in accordance with the provisions of these regulations.

The relevant departments of a people’s government at or above the county level shall do the work of enterprise information disclosure well in accordance with the provisions of these Regulations.

Article 6  Administrations for industry and commerce  shall disclose through the enterprise credit information disclosure system the following enterprise information that they generate during the performance of their duties:

(1)        information registered or recorded for the record;
(2)        information on chattel mortgage registration;
(3)        information on registration of equity pledges;
(4)        information on administrative penalties;
(5)        other information that shall be disclosed in accordance with the law.

The enterprise information specified in the preceding paragraph shall be disclosed within 20 working days of being created.

Article 7 Government departments other than administrations for industry and commerce (hereinafter referred to as “other government departments”) shall disclose the following enterprise information generated during the performance of their duties:

(1)        information on granting, modifying or renewing administrative licenses;
(2)        information on administrative sanctions;
(3)        other information that shall be disclosed in accordance with the law.

Other government departments may disclose the enterprise information specified in the preceding paragraph through the enterprise credit information disclosure system also through other systems. Administrations for industry and commerce and other governmental departments shall achieve mutual sharing of enterprise information according to the general requirements for building the national social credit information platform.

Article 8 From January 1 to June 30 each year, an enterprise shall submit its annual report for the previous year to the administration for industry and commerce through the enterprise credit Information disclosure system, and shall disclose it to the public.

An enterprise established and registered in the current year shall submit and disclose its annual report commencing from the following year.

Article 9 The contents of an enterprise’s annual report enterprise shall include:

(1)        information on the enterprise’s mailing address, postal code, telephone number, email address, etc.;
(2)        the commencement, closure, liquidation, and other information on the state of the enterprise;
(3)        information on enterprises invested in, established and shares of which are purchased by the enterprise;
(4)        information on the amount, time, method, etc., of capital subscribed and contributed by shareholders and promoters to enterprises that are limited liability companies or companies limited by shares;
(5)        information on change of stock rights from transfer of such rights, etc., by shareholders of limited liability companies;
(6)        information about an enterprise’s website and the names, addresses, etc., of online shops engaged in Internet business;
(7)        information on the number of employees of the enterprise, total capital amount, total debt amount, guarantees and assurances provided to outside parties, total owner’s equity, total working capital, main revenue, total profit and total tax relating to its operations.

The information stipulated in the above items 1-6 shall be publicly disclosed; the enterprise shall chose whether to publicly disclose the information stipulated in item 7.

If the enterprise agrees, citizens, legal persons or other organizations can inquire about information that the enterprise chooses not to disclose.

Article 10 Within 20 working days of the formation of information regarding the following, the enterprise shall publicly disclose it through the enterprise credit information disclosure system:

(1)        information on the subscribed and paid-in capital contributions, contribution periods, contribution methods, etc., of the shareholders of a limited liability company or the promoters of a company limited by shares;
(2)        information on change of stock rights from transfer of such rights, etc., by shareholders of limited liability companies;
(3)        information on obtaining, changing and extending administrative licenses;
(4)        information on pledges of equity;
(5)        information on administrative sanctions received;
(6)        other information that shall be publicly disclosed according to law.

If an administration for industry and commerce discovers that an enterprise has not carried out its public disclosure obligations in accordance with the above provisions, it shall order them to be carried out within a limited period.

Article 11 Government departments and enterprises are separately responsible for the authenticity and timeliness the information they publicly disclose.
Article 12 If a government department discovers that information it has publicly disclosed is not accurate, it shall correct it.  Citizens, legal persons and other organizations that have evidence to prove that information publicly disclosed by a government department is not accurate, have the right to ask that government department to correct it.

If an enterprise discovers that information it has publicly disclosed is not accurate, it shall timely correct it; however, correction of information publicly disclosed in the annual report of the enterprise shall be completed prior to June 30 of each year.

Article 13 If citizens, legal persons or other organizations discover that the information publicly disclosed by an enterprise is false, they may submit a report to the administration for industry and commerce; the administration for industry and commerce receiving the report shall undertake verification within 20 working days from the date of receiving the report and materials, handle the situation, and inform the reporting person in writing of the handling of the situation.

If citizens, legal persons or other organizations have queries regarding  enterprise information publicly disclosed in accordance with the provisions of these regulations, they may make an application to inquire with a government department; the government department receiving the application shall respond to it within 20 business days of receiving it.

Article 14 The Administration for Industry and Commerce under the State Council and administrations for industry and commerce under the people’s governments of the provinces, autonomous regions and municipalities directly under the Central Government shall randomly select and determine enterprises for random inspection in accordance with the requirements of fair standards based on their enterprise registration numbers, etc., and shall organize inspections of the information publicly disclosed by the enterprises.In randomly inspecting the information publicly disclosed by an enterprise, an administration for industry and commerce may use methods such as written inspections, field examinations, monitoring the Internet, etc.

In randomly inspecting information publicly disclosed by an enterprise, an administration for industry and commerce may entrust an accounting firm, a tax agency, a law firm, or other professional organization to launch the relevant work, and may, in accordance with the law, make use of the results of inspections and examinations made by other government departments or the specialized conclusions of the professional organizations.

Article 15 An enterprise shall comply with and accept questioning and investigation, accurately report its situation and provide relevant materials when an administration for industry and commerce, in accordance with law, launches a random investigation or conducts an examination based on a report.

If an enterprise seriously resists complying, the administration for industry and commerce shall publicly announce the situation through the enterprise credit information disclosure system.

Article 16 No citizen, legal person or other organization is permitted to illegally alter publicly disclosed enterprise information or to illegally acquire enterprise information.
Article 17 An administration for industry and commerce at the county level or above shall include any of the situations listed below  in the list of operational abnormalities, publicly disclose it through the enterprise credit information disclosure system and remind the enterprise to carry out its public disclosure obligations; if the situation is serious, the relevant competent department shall impose an administrative sanction in accordance with the relevant provisions of administrative laws and regulations; if loss is caused to others, liability shall be born in accordance with the law; if it constitutes a crime, criminal liability shall be investigated in accordance with the law:

(1)        an enterprise does not publicly disclose its annual report in accordance with the time limit in these regulations or does not publicly disclose relevant enterprise information in accordance with a time limit ordered by the administration for industry and commerce;
(2)        the information publicly disclosed by an enterprise conceals the actual situation or is deceptive.

If an enterprise is included in the list of operational abnormalities, and it carries out its public disclosure obligations in accordance with the provisions of these regulations, the administration for industry and commerce at the county level or above shall remove it from the list; if the public disclosure obligations are not carried out within three years in accordance with the provisions of these regulations, the Administration of Industry and Commerce under the State Council and administrations for industry and commerce under the people’s governments of the provinces, autonomous regions and municipalities directly under the Central Government shall include the enterprise in the list of enterprises seriously in violation of the law, and disclose it to the public through the enterprise credit information disclosure system.  If an enterprise is included in the list of enterprises seriously in violation of the law, its legal representative and responsible persons shall not serve as the legal representative or responsible person of another enterprise for three years.

If none of the situations stipulated in the first paragraph occur within five years of the date the enterprise is included in the list of enterprises seriously in violation of the law, the Administration of Industry and Commerce under the State Council and administrations for industry and commerce under the people’s governments of the provinces, autonomous regions and municipalities directly under the Central Government shall remove the enterprise from the list of enterprises seriously in violation of the law.

Article 18 The people’s governments at the county level or above and their relevant departments shall establish sound credit control systems; they shall treat the credit of enterprises as an important factor in carrying out the work of government procurement, project bidding, grants of state-owned land, awarding honors, etc., and, in accordance with law, restrict or ban enterprises that are included in the list of operational abnormalities or enterprises seriously in violation of the law.
Article 19 If a government department does not carry out its duty in accordance with the provisions of these regulations, the supervisory authority and next higher level government department shall order a correction; if the circumstances are serious, the staff in charge bearing responsibility and other staff directly responsible shall be sanctioned in accordance with law; if the circumstances constitute a crime, criminal liability shall be investigated in accordance with the law.
Article 20 If publicly disclosed enterprise information is illegally altered or enterprise information is illegally acquired, legal liability shall be investigated in accordance with the provisions of relevant laws and administrative regulations.
Article 21 If citizens, legal persons or other organizations consider that specific administrative actions of government departments carrying out the work of the public disclosure of enterprise information violate their legitimate rights and interests, they may apply for administrative reconsideration or initiate an administrative lawsuit.
Article 22 Public disclosure of information by an enterprise in accordance with the provisions of these regulations does not exempt the enterprise from the obligation of publicly disclosing information in accordance with the provisions of other relevant laws and administrative regulations.
Article 23 In publicly disclosing enterprise information, organizations authorized by laws and regulations to have the function of administering public affairs shall apply the provisions of these regulations concerning government departments publicly disclosing enterprise information.
Article 24 The Administration for Industry and Commerce under the State Council shall be responsible for formulating the technical specifications for the enterprise credit information disclosure system.
Article 25 These regulations shall take effect from October 1, 2014.
 Questions?  Please contact Allan Marson at china.desk@ishimarulaw.com or +1 408-738-0592 #719 for a complimentary consultation.