【正文】 自然人： 1．直接或者間接持有上市公司5%以上股份的自然人； 2．上市公司董事、監(jiān)事及高級(jí)管理人員；3．直接或者間接地控制上市公司的法人的董事、監(jiān)事及高級(jí)管理人員； 4．上述第2項(xiàng)所述人士的關(guān)系密切的家庭成員，包括配偶、父母、年滿18周歲的子女及其配偶、兄弟姐妹及其配偶，配偶的父母、兄弟姐妹，子女配偶的父母；5．在過(guò)去12個(gè)月內(nèi)或者根據(jù)相關(guān)協(xié)議安排在未來(lái)12個(gè)月內(nèi)，存在上述情形之一的；6．中國(guó)證監(jiān)會(huì)、證券交易所或者上市公司根據(jù)實(shí)質(zhì)重于形式的原則認(rèn)定的其他與上市公司有特殊關(guān)系，可能或者已經(jīng)造成上市公司對(duì)其利益傾斜的自然人。and implement realtime monitoring of securities and derivatives listing rules and other information disclosure rules formulated by the stock exchange must be submitted to the CSRC for 10 The CSRC may make special provisions for information disclosure by listed panies in the financial, real estate and other special 2PROSPECTUS`LISTINGMEMORANDUMANDLISTING ANNOUNCEMENTArticle 11 Prospectuses prepared by issuers shall ply with the relevant provisions of the information which may significantly affect the investment decision of an investor must be disclosed in the issuer shall, upon approval of the securities public offering application by the CSRC, make a public announcement of the prospectus prior to the securities 12 The directors, supervisors and senior management personnel of an issuer shall sign and endorse the prospectus and ensure the veracity, accuracy and pleteness of information disclosed prospectus shall have the pany seal of the issuer 13 Where an issuer applies for initial public offering, the issuer shall, upon acceptance of the application documents by the CSRC but prior examination by the offering review mittee, disclose a draft declaration of the prospectus on the CSRC website in draft declaration of the prospectus disclosed in advance is not a formal document for issuance of shares by the issuer and shall not include any pricing information。（3）information on shares and bonds issued by the pany and the changes thereto。（9）the financial accounting report and audit report in full text。（5）the major matters in litigation or arbitration and other significant events that occurred during the reporting period and their effect on the pany。and state the cause, the current status and the likely effect of the significant event referred in the preceding paragraph shall include:（1）a significant change in the business direction and scope of business of the pany。 inability to perform their duties。or an investigation of any of the pany39。（16）a suspension of the main or entire business operations。（2）the significant event has been divulged or a rumour thereto surfaces in the market。（4）the reporting, review and disclosure duties of the directors, board of directors, supervisors, board of supervisors and senior management personnel。and（11）the system of accounting for information disclosure failures pursuant to the provisions and the actions to be taken against personnel who violate the listed pany39。（8）the procedures for the application, examination and release of information to external parties。s securities and derivatives, the listed pany shall have a duty to disclose the 34 Where any acquisition, merger, division, issuance of shares, share buyback or other conduct involving a listed pany may result in a significant change to the total share capital, shareholders or de facto controllers of the listed pany, the information disclosure obligors shall perform reporting and announcement obligations and disclose the changes in rights and interests pursuant to 35 A listed pany shall monitor any unusual trading activity in the securities and derivatives of the pany and media reports on the any unusual securities and derivatives trading activity or media news may significantly affect trading of the pany39。（20）a correction ordered by the relevant authorities or decided by the board of directors, for errors or false information disclosed or a failure to disclose in a previous period。（14）a ruling by the court on the prohibition of transfer of shares held by a controlling shareholder。（9）a capital reduction, merger, division, dissolution or bankruptcy application decision of the pany。（5）a heavy financial deficit or loss suffered by the pany。and（3）any other matter stipulated by the 24 The directors and senior management personnel of a pany shall sign and endorse regular reports。the total number of shareholders。（5）information on the appointment of directors, supervisors and senior management personnel, their changes in shareholding and their annual remuneration。the halfyearly report must be prepared and published within two months after the end of the first half of each accounting year。第二篇：上市公司信息披露管理辦法上市公司信息披露管理辦法Administrative Measures on Information Disclosure by Listed Companies China Securities Regulatory Commission Order January 2007CHAPTER 1GENERAL PRINCIPLESArticle 1 These Measures are formulated pursuant to the provisions of the Company Law, the Securities Law and other relevant laws and administrative regulations for the purposes of standardising information disclosure by issuers, listed panies and other information disclosure obligors, strengthening administration over information disclosure matters and protecting the lawful rights and interests of 2 Information disclosure made by obligors shall be truthful, accurate, plete and timely, and the information disclosed shall not contain any falsehood, misleading statement or major disclosure made to all investors by obligors shall be public and a listed pany issues securities and derivatives in the China or overseas stock markets, the information disclosure made in an overseas stock market must simultaneously be made in the China stock 3 The directors, supervisors and senior management personnel of issuers and listed panies shall perform their duties faithfully and diligently, and ensure the veracity, accuracy, pleteness, timeliness and impartiality of the information 4 No person with knowledge of inside information shall, prior to a lawful disclosure of inside information, make public or disclose such information or conduct insider trading with such 5 Information disclosure documents mainly include the prospectus, listi