To: Sub-bureau in the Pilot Free Trade Zone
The Procedure for Publication of Annual Reports by Enterprises in China (Shanghai) Pilot Free Trade Zone (For Trial Implementation) and Procedures for Administration on Directory of Enterprises with Abnormal Operation in China (Shanghai) Pilot Free Trade Zone (For Trial Implementation) are hereby promulgated for your implementation.
Shanghai Administration for Industry & Commerce
March 3, 2014
Procedures for Publication of Annual Reports by Enterprises in China (Shanghai) Pilot Free Trade Zone (For Trial Implementation)
Article 1 (Objectives and Basis)
In order to further transform government functions, promote publication of enterprises' credit information, and strengthen social supervision, these Procedures are formulated in accordance with the pertaining provisions of the Company Law of the People's Republic of China, the Framework Plan for China (Shanghai) Pilot Free Trade Zone, the Procedures for the Administration of China (Shanghai) Pilot Free Trade Zone, and the Suggestions of the State Administration for Industry and Commerce on Supporting the Building up of China (Shanghai) Pilot Free Trade Zone and in the light of the actual conditions of the China (Shanghai) Pilot Free Trade Zone (hereinafter referred to as the Pilot Zone).
Article 2 (Scope of Application)
These Procedures apply to the publication of annual reports by enterprise legal persons, non-legal person enterprises and their branches, which have obtained business licenses in the Pilot Zone (hereinafter collectively referred to as "enterprises").
Article 3 (Definition)
The term "publication of annual reports by enterprises" in these Procedures refers to that an enterprise in the Pilot Zone shall submit an annual report for the previous year to the administrative authorities for industry and commerce by signing in to the Enterprise Credit Information Disclosure System at the portal of Shanghai Administration for Industry & Commerce (www.sgs.gov.cn) with its electronic identity authentication during the period from March 1 to June 30 each year and, after the submission, disclose its annual reports to the public.
Enterprises just incorporated shall submit and disclose their annual reports from the following year.
Article 4 (Publication of Annual Report Information)
Annual report information submitted by enterprise legal persons includes information on the registered and filed items, registered capital payment, assets status, operational status, number of employees and contact information etc.
Annual report information submitted by non-legal person enterprises includes information on the registered and filed items, assets status, operational status, number of employees and contact information etc.
Annual report information submitted by branches of an enterprise includes information on the registered and filed items, operational status, and contact information etc.
The abovementioned enterprises, if engaging in online operations, shall also submit the information on their websites, titles of the online stores and URLs etc.
Article 5 (Audit Requirements)
The following enterprises shall also submit annual audit reports issued by an accounting firm:
1. Listed companies;
2. The wholly state-owned companies and state-owned holding companies;
3. Companies with subscribed registered capital of over 20 million yuan;
4. Companies with annual sales (operational) turnover of over 20 million yuan (including 20 million yuan);
5. Incorporated enterprises engaging in business activities such as finance, securities, futures, insurance, investment, guarantee, capital verification, evaluation, small-sum loans, real estate development, real estate brokerage, intermediary services for studying abroad, education and training (consulting), immigration intermediary, labor dispatch intermediary, business registration agency, acquisition of scrap materials, civilian explosives, fireworks and construction.
Other enterprises are encouraged to submit annual audit reports in accordance with the principle of voluntariness.
Article 6 (Responsibilities for Information Publication)
Enterprises are responsible for the authenticity and legality of the information stated in their annual reports.
Article 7 (Procedures for Publication of Annual Reports)
Enterprises' annual reports shall be online electronic submission, i.e. enterprises making online submission, disclosing and filing with their electronic identification authentication. The process is as follows:
1. Signing in. Enterprises sign in to the portal of Shanghai Administration for Industry & Commerce (www.sgs.gov.cn), and access the user interface by virtue of the all-in-one digital certificate of the legal person.
2. Filling in. After accessing the user interface, enterprises click "fill in the annual report" button. The online report system will automatically display an annual report table. Enterprises shall complete the table online.
3. Submission. Enterprises click "submit" button after confirming the accurate and complete contents filled in.
4. Publication. The public will have access to the related information of annual reports submitted via the Enterprise Credit Information Publication System.
The submission of annual reports by enterprises is free of charge.
Article 8 (Error Correction in Information Publication)
In the event that an enterprise finds errors or omissions in the annual report information it submitted, it may apply for correction; information before and after the correction shall be simultaneously disclosed. Liability due to information errors or omissions shall be borne by the enterprise concerned, which shall be responsible for the authenticity and legitimacy of the corrections under the application.
The annual report information disclosed by enterprises shall be modified within the annual reporting period.
Article 9 (Handling Objection to the Disclosed Information)
Any unit or individual discovering concealing of facts or fraud in the information disclosed by an enterprise in accordance with Article 4 hereof may report the case to the administrative authorities for industry and commerce in charge of registration of the enterprise, which shall handle the case according to law.
Article 10 (Information Sharing)
Any unit and individual may have online access to the annual report information disclosed by enterprises through the Enterprise Credit Information Publication System.
Relevant government departments can have access to the information relating to annual reports submitted by enterprises through the Shanghai Corporate Information Sharing and Application System, and credit investigation organizations can have access to such information through the government's public credit information service platform.
Article 11 (Supervision and Inspection)
The administrative authorities for industry and commerce shall conduct random check on the contents of annual reports disclosed by enterprises; any concealing of facts or fraud shall be punished according to law.
Specific procedures for such checks shall be provided for by administrative authorities for industry and commerce separately.
Article 12 (Legal Consequences)
The administrative authorities for industry and commerce shall include enterprises, which fail to disclose annual reports within the prescribed time limit, into the Directory of Enterprises with Abnormal Operation (hereinafter referred to as the Directory), and make known the Directory to the public through the Enterprise Credit Information Publication System.
If such enterprise performs its obligation for publication of annual report within 3 years since it has been recorded into the Directory of Enterprises with Abnormal Operation, the enterprise may apply for recovering to normal status. If the enterprise does not perform the obligation for publication of annual report for consecutive 3 years, the enterprise shall be recorded permanently into the Directory by the administrative authorities for industry and commerce and may not recover to normal status, and such enterprises shall be recorded into the, List of Enterprises with Serious Illegal or Irregular Activity (the "Blacklist").
Article 13 (Credit Supervision)
Information regarding an enterprise that has been recorded into the Directory of Enterprises with Abnormal Operation and the legal representative (person-in-charge) of the enterprise personally liable for it shall be recorded into the Enterprise Credit Supervision System.
For an enterprise that has been permanently recorded into the Directory of Enterprises with Abnormal Operation, its legal representative (person-in-charge) who is personally liable for it shall not be appointed as legal representative (person-in-charge) for other enterprises within 3 years from the date that the enterprises is permanently recorded into the Directory, unless such person is proved not to be personally liable. Enterprises that have been permanently recorded into the Directory shall be recorded into the List of Enterprises with Serious Illegal or Irregular Activity (the "Blacklist"), and such information shall be disclosed to the public through the Enterprise Credit Information Publication System.
Article 14 (Interpretation of Terms)
The term "legal representative (person-in-charge)" in these Procedures means the "legal representative" of a corporate enterprise, the "person-in-charge" of a non-legal person enterprise, the "partner" or "managing partner" of a partnership, the "investor" of a sole proprietorship, and the "person-in-charge" of a branch of an enterprise.
Article 15 (Effective Date)
These Procedures come into effect on the date of promulgation.
Procedures for Administration of Directory of Enterprises with Abnormal Operation in China (Shanghai) Pilot Free Trade Zone (For Trial Implementation)
Article 1 (Objectives and Basis)
In order to further transform government functions, improve market regulation mechanisms, and strengthen social supervision, these Procedures are formulated in accordance with the relevant provisions of the Company Law of the People's Republic of China, the Framework Plan for China (Shanghai) Pilot Free Trade Zone, the Procedures for Administration of China (Shanghai) Pilot Free Trade Zone, and the Suggestions of the State Administration for Industry and Commerce on Supporting the Building up of China (Shanghai) Pilot Free Trade Zone", and in the light of the actual conditions of the China (Shanghai) Pilot Free Trade Zone (hereinafter referred to as the "Pilot Zone"),
Article 2 (Scope of Application)
These Procedures apply to the administration of the directory of abnormal operation of enterprises with legal personality, non-legal person enterprises and their branches that have obtained business licenses in the Pilot Zone (hereinafter collectively referred to as enterprises).
Article 3 (Definition)
The term "Directory of Enterprises with Abnormal Operation" (hereinafter referred to as the “Directory”) in these Procedures means that administrative authorities for industry and commerce collect the cases where enterprises have not disclosed their annual reports within the prescribed time limit, or where enterprises cannot be reached by the addresses of their domiciles (business premises), make a directory of such enterprises, and disclose the directory to the public through Enterprise Credit Information Publication System of the portal of Shanghai Administration for Industry & Commerce (www.sgs.gov.cn).
Article 4 (Administrative Authorities)
The administrative authorities for Industry and commerce shall make a directory of the registered enterprises with abnormal operation.
Article 5 (Recorded information)
The information recorded into the Directory includes company name, registration number, name of legal representative (person-in-charge), recording time and reasons.
Article 6 (Circumstances)
An enterprise under any of the following circumstances shall be recorded into the Directory by the administrative authorities for industry and commerce:
1. Failing to perform its obligation for publication of annual report within the prescribed time limit;
2. Unable to be reached through its domicile (business premises).
Article 7 (Confirmation of Domicile or Business Premises)
The administrative authorities for industry and commerce shall check the domicile (business premises) of an enterprise under any of the following circumstances on the spot; in case of failure to reach the enterprise on the spot, the authorities shall make confirmation by sending a letter of confirmation to the domicile (business premises) by mail:
1. The enterprise is newly established or its domicile (business premises) is changed;
2. The enterprise cannot be reached through its domicile (business premises) by the administrative authorities for industry and commerce during the registration process;
3. Individuals, legal persons or other organizations have complained that the enterprise cannot be reached through its domicile (business premises).
Article 8 (Service by Mail)
If, within 15 days from the day on which a letter of confirmation of domicile (business premises) has been sent by registered mail, the legal representative (person-in-charge) of an enterprise signs or affixes the official seal to such letter and returns it to the administrative authorities for industry and commerce, it is deemed that the enterprise is contacted; if the letter of confirmation is not returned within the prescribed time limit, it is deemed that no contact can be made through the domicile (business premises).
Article 9 (Cases for Removal)
In the event of any of the following circumstances within 3 years since an enterprise has been recorded into the Directory, the enterprise may apply to the administrative authorities for industry and commerce in charge of its registration for being struck off the Directory and recovering to normal status:
1. The enterprises recorded in the Directory due to failure to disclose its annual report within the prescribed time limit has performed the obligation for publication of annual report;
2. The enterprise recorded in the Directory due to unavailability to be reached through its domicile (business premises) have completed the formalities for changes to the registration of its domicile (business premises), or have submitted objection to the administrative authorities for industry and commerce with supporting documents, which have been proved true after verification.
Article 10 (Application for Removal)
An enterprise that makes application to the administrative authorities for industry and commerce for being struck off the Directory shall submit an application and related documents, and shall be responsible for the authenticity of the application documents.
Article 11 (Removal from Directory)
The administrative authorities for industry and commerce shall examine and verify the application for being struck off the Directory submitted by an enterprise; if circumstances stated in Article 9 hereof are satisfied, the administrative authorities for industry and commerce shall remove the enterprise from the Directory and recover the enterprise's status to normal.
Once the administrative authorities for industry and commerce remove the enterprise from the Directory, the information on the enterprise being recorded into and removed from the Directory shall be both disclosed to the public through the Enterprise Credit Information Publication System.
Article 12 (Permanent Record and Notification)
An enterprise that has been recorded into the Directory by the administrative authorities for industry and commerce for consecutive 3 years shall be permanently recorded into the Directory.
Prior to permanently including an enterprise into the Directory, the administrative authorities for industry and commerce shall issue an announcement through the Enterprise Credit Information Publication System to notify the enterprise of the fact, cause and basis thereof to be recorded.
Article 13 (Objection to Record)
If, within 30 days from the day on which the administrative authorities for industry and commerce issue the announcement on an enterprise to be recorded into the Directory permanently, the enterprise satisfies the circumstances stated in Article 9 hereof and if the administrative authorities for industry and commerce has decided to remove the enterprise from the Directory, the enterprise shall not be permanently recorded into the Directory.
Article 14 (Decision on Permanent Record)
If, within 30 days from the day on which the administrative authorities for industry and commerce issue the announcement on an enterprise to be recorded into the Directory permanently, no circumstance stated in Article 13 hereof has occurred, the administrative authorities for industry and commerce shall permanently record the enterprise into the Directory .
The administrative authorities for industry and commerce shall disclose to the public the information on the enterprise permanently recorded into the Directory through the Enterprise Credit Information Public System.
Article 15 (Credit Supervision)
Information regarding enterprises that have been recorded into the Directory and its legal representative (person-in-charge) personally liable for it shall be recorded into the Enterprise Credit Supervision System.
The administrative authorities for industry and commerce shall include enterprises permanently recorded in the Directory into the List of Enterprises with Serious Illegal or Irregular Activity (the "Blacklist"), and disclosed to the public through the Enterprise Credit Information Publication System.
The legal representative (person-in-charge) who is personally liable for an enterprise permanently recorded into the Directory shall not be appointed as legal representative (person-in-charge) of other enterprises within 3 years from the date when the enterprise is permanently recorded into the Directory.
Article 16 (Removal of the Record)
In respect of errors made in recording or permanently recording an enterprise into the Directory, the administrative authorities for industry and commerce shall, after verification, revoke the record or the permanent record from the Directory, and shall also delete such record from the Enterprise Credit Information Publication System.
Article 17 (Liability)
Where the industrial and commercial administrative authorities and their staff abuse power, commit dereliction of duty, or commit illegalities for personal gains in recording or permanently recording into the Directory, or take advantage of such work to ask for or accept other people’s property or seek other benefits, the executives directly in charge and other persons held responsible shall be prosecuted for corresponding liability according to law and discipline.
Article 18 (Interpretation of Terms)
The term "domicile (business premises) means the "domicile" of an enterprise with legal personality, the "business premises" of a non-legal person enterprise, the "main operating venues" of a partnership, the "domicile" of a sole proprietorship, and the "business premises" of a branch of an enterprise, which have been duly incorporated and recorded in the business licenses
The term "legal representative (person-in-charge)” means the "legal representative" of a corporate enterprise, the "person-in-charge" of a non-legal person enterprise, the "partner" or "managing partner" of a partnership, the "investor" of a sole proprietorship, and the "person-in-charge" of a branch of an enterprise.
Article 19 (Effective Date)
These Procedures come into effect on the date of promulgation.
