Announcement of the China Securities Regulatory Commission [2008] No.33
To regulate the information disclosure by commercial banks which offer securities to the public and are listed on stock exchanges, and protect the legitimate rights and interests of investors, in accordance with the “Securities Law of the People’s Republic of China”, the “Company Law of the People’s Republic of China”, the “Law of the People's Republic of China on Commercial Banks” and the “Administrative Measures for Information Disclosure of Listed Companies”, the China Securities Regulatory Commission (CSRC) has formulated the “Compilation Rules No.26 for Information Disclosure by Companies Offering Securities to the Public -- Specific Provisions on Information Disclosure by Commercial Banks”, which are hereby promulgated and shall come into force on September 1, 2008.
July 25, 2008
Compilation Rules No.26 for Information Disclosure by Companies Offering Securities to
the Public -- Specific Provisions on Information Disclosure by Commercial Banks
Article 1 The Rules are formulated in accordance with the “Company Law of the People’s Republic of China”, the “Securities Law of the People’s Republic of China” (hereafter referred to as the “Securities Law”), the “Law of the People's Republic of China on Commercial Banks” and the “Administrative Measures for Information Disclosure of Listed Companies” (hereafter referred to as the “Administrative Measures”), in order to regulate the information disclosure by commercial banks which offer securities to the public and are listed on stock exchanges (hereinafter shortened as the “commercial banks”), and protect the legitimate rights and interests of investors.
Article 2 A commercial bank shall conform to the Rules and the general rules of the China Securities Regulatory Commission (CSRC) on information disclosure, such as rules on disclosure of periodical and interim reports.
Article 3 In a periodic report, a commercial bank shall disclose the main accounting data over the previous three years by the end of the reporting period, including the total amount and structure of assets, liabilities, deposits and loans as well as the inter-bank borrowings, the net capital and its structure (including the core capital and the subsidiary capital), the net risk-weighted assets, and the loan loss reserves.
Article 4 In a periodic report, a commercial bank shall disclose the major financial indexes over the previous three years by the end of the reporting period, including the asset profit ratio, the capital profit rate, the capital adequacy rate, the core capital adequacy rate, the non-performing loans ratio, the deposit-loan ratio, the liquidity ratio, the loan ratio of a single top client, the loan ratio of the top ten clients, the migration ratio of pass loans, the migration ratio of special-mentioned loans, the migration ratio of substandard loans, the migration ratio of doubtful loans, the provisioning coverage ratio, and the cost-income ratio.
Note: Provisioning coverage ratio = balance of loan loss reserves / balance of non-performing loan
Article 5 In a periodic report, a commercial bank shall disclose information on the level-by-level management as well as the quantity of branches at each level and their geographical distribution, including the name, address, number of employees, assets scale, etc.
Article 6 In a periodic report, a commercial bank shall disclose information on the quality of loan assets in the reporting period, including the amounts and proportions of the pass loans, special-mentioned loans, substandard loans, doubtful loans and loss loans in the “five-category” classification of loans, and their changes compared with those in the same period last year. Besides, the commercial bank shall disclose information on the beginning and ending balances and proportions of corporate restructuring loans and overdue loans in the current reporting period. The commercial bank shall analyze the aforesaid changes.
Article 7 In a periodic report, a commercial bank shall disclose information on the accruals of provisions for the loan depreciation reserve and the write-off thereof in the reporting period, including the accrual method of the loan depreciation reserve, the beginning balance, the amount accrued at current period, the amount transferred out at current period, the amount written-off at current period, and the ending balance of the loan depreciation reserves, and the amount of recovery of the loan depreciation reserves written off in the previous years.
Article 8 In a periodic report, a commercial bank shall disclose information on the changes of interest receivable in the reporting period, including the beginning balance, the amount of increase at current period, the amount recovered at current period and the ending balance, the withdrawal of bad debt reserve for interest receivable as well as the procedures and policies for bad debt write-off. Besides, the commercial bank shall analyze the changes of the interest receivable and the bad debt reserve.
Article 9 In a periodic report, a commercial bank shall disclose information on the amounts and proportions of the loan interest income, the interest income from inter-bank loans, the interest income from deposits at the Central Bank, the interest income from inter-bank deposits, the interest income from bond investment, the commission income and other items within its business income in the reporting period as well as their changes compared with those in the same period last year, and analyze the same.
Article 10 In a periodic report, a commercial bank shall disclose information on the top ten industries and main geographical distribution of the granted loans, the distribution, amounts and proportions in loan guarantee modes, and the loan balances of the top ten loan clients and their proportions to the total loans
Article 11 In a periodic report, a commercial bank shall disclose information on the assets for offsetting debts by the end of the reporting period, including the amount of assets for offsetting debts, the accruals of provisions for the depreciation reserves, etc.
Article 12 In a periodic report, a commercial bank shall disclose information on the average balance and average interest rate in deposit structure, and the average balance and average interest rate of loans, including the average balances, interest rates and total amounts of the corporate demand deposits, corporate term deposits, savings demand deposits and savings term deposits as well as the interest rate of short-term loans within one year, interest rates of medium and long-term loans and the total amounts.
Article 13 In a periodic report, a commercial bank shall disclose information on the categories and amounts of the held financial bonds, the face values, annual interest rates and maturity dates of major financial bonds, and the accruals of provisions for the depreciation reserves
Article 14 In a periodic report, a commercial bank shall disclose information on the development and profit and loss of the entrusted wealth management, asset securitization, various agency services, custodial services, and other businesses in the reporting period.
Article 15 In a periodic report, a commercial bank shall disclose information on the balances of the off-the-balance-sheet items having material effects on the financial status and operating results, including the specific information on such items as credit commitments (irrevocable loan commitments, banker’s acceptance bills, issuance of letters of guarantee, and issuance of letters of credit), lease commitments, capital expenditure commitments and derivative instruments
Article 16 In a periodical report, a commercial bank shall disclose the following risks and risk management:
1. credit risks: the commercial bank shall disclose the information on credit risk management, credit risk exposure as well as quality and income of credit assets, including the business resulting in credit risks, the management and control policies for credit risks, the organizational structure and duty division of credit risk management, the procedures and methods for asset risk classification, the distribution and concentration of credit risks, as well as analysis on non-performing loans, loan restructuring and the geographical and industrial distribution of non-performing loans;
2. liquidity risks: the commercial bank shall disclose the indicators of liquidity, analyze the matching of assets and liabilities in time limit and structure as well as the factors influencing on the liquidity and explain its strategy of liquidity management;
3. market risks: a commercial bank shall disclose the quantitative and qualitative information on the market risks, including the risk category, the general risk level, the risk position and level of different market risks as well as the methods of identifying, measuring and controlling the market risks. Besides, the commercial bank shall disclose the analysis on sensibility of the market prices, including the influence of the changes in interest rates, exchange rates, stock prices and other prices on its economic value or financial status and profitability), as well as the policies and procedures for market risk management and the venture capital on the market.
4. operation risks: a commercial bank shall disclose the risks resulting from the imperfection or mis-operation of its internal procedures, staff and systems, or external accidents; and
5. other risks: other risks that might have an extremely negative impact on the commercial bank shall be disclosed.
Article 17 In a periodical report, a commercial bank’s directorate shall explain integrity, rationality, effectiveness and execution of its internal control system. And its board of supervisors shall state explicit opinions on the directorate’s explanation and disclose them separately.
Article 18 A commercial bank’s directorate shall annually submit special reports on the execution of the connected transaction management system, the operation of the connected transaction control committee and the connected transactions of the year to its shareholders’ meeting, and disclose them.
Article 19 If a commercial bank conducts outward guarantees, with a single guarantee amount over 5% of the audited net assets in the previous year or over RMB2 billion, it shall make an announcement in time.
Article 20 If a commercial bank is involved in a lawsuit, with a single amount over 1% of the audited net assets in the previous year, it shall make an announcement in time.
Article 21 If a commercial bank conducts investment, acquisition assets sale, etc., with a single amount over 5% of the audited net assets in the previous year or over RMB2 billion, it shall make an announcement in time.
If a commercial bank conducts the procurement of assets and equipment, with a single amount over 1% of the audited net assets in the previous year, it shall make an announcement in time.
Article 22 If any significant emergencies (including but not limited to the bank run, the major cheat, and the major regulation violation by branches and individuals) occurs to a commercial bank, with the involved amount over 1% of the latest audited net profit, it shall make an announcement in time.
Article 23 A commercial bank’s connected transactions with its related parties cover on-and-off-the-balance-sheet business such as loans, loan commitments, acceptances, discounts, securities repurchases, trade financing, factoring, letters of credit, letters of guarantee, overdrafts, loans at call and guarantees, as well as assets transfer and services for the commercial bank.
If a commercial bank conducts a connected transaction with its related natural person, with the trading volume over RMB0.3 million, or it conducts a connected transaction with its related legal person, with the trading volume over 0.5% of the latest audited net assets, it shall make an announcement in time. If the trading volume is over RMB30 million and over 1% of the latest audited net assets, the connected transaction shall be submitted to the directorate in addition to timely disclosure. If the trading volume is over 5% of the latest audited net assets, the connected transaction shall be submitted to shareholders’ meeting besides timely disclosure. Additionally, the commercial bank’s independent directors shall give written opinions on the fairness of the connected transactions and the fulfillment of the internal examination and approval procedures.
Article 24 If changes of a commercial bank’s credit risks, liquidity risks, market risks, operation risks or other risks have great impact on its operation or profitability, it shall make an announcement in time.
Article 25 If a commercial bank introduces new products or financial derivatives, it shall make an announcement within 2 working days since the day when the new businesses is approved by relevant authority.
Article 26 If interest rates, exchange rates and tax rates change or new policies and regulations have major impact on a commercial bank’s business and profitability, it shall announce in time the aforesaid impact as required.
Article 27 If a commercial bank’s information disclosure is not in accordance with the Rules, legal responsibilities shall be determined according to Article 193 in the “Securities Law” and Chapter 6 in the “Administrative Measures”.
Article 28 The Rules shall take effect since September 1, 2008. At the same time, the “Rules No.18 on Contents and Format of Information Disclosure by Companies Publicly Issuing Securities -- Special Rules on Information Disclosure by Commercial Banks” (Zheng Jian Kuai Ji Zi [2003] No.3) issued by the CSRC on March 19, 2003 shall be abolished.
|
