Are you familiar with the disclosure requirements for listed companies’ earnings forecasts, earnings flash reports, and annual reports?

Welcome to follow our WeChat subscription account: Nuoxin Financial Courses. As public companies, listed companies are subject to oversight by the broad base of public investors. Therefore, management cannot run the company solely at its own discretion. Since the majority of investors are dispersed and unorganized, the state must step in on their behalf to supervise and regulate listed companies—ensuring market stability and protecting investors’ interests. The China Securities Regulatory Commission (CSRC) serves as the regulator of listed companies. Material events concerning listed companies must be disclosed promptly and accurately. Among these disclosures, financial conditions are of paramount concern to investors. Accordingly, the CSRC mandates that listed companies disclose their financial reports within prescribed timeframes. Question 1: By when must listed companies disclose their annual financial reports, semi-annual financial reports, first-quarter reports, and third-quarter reports, as stipulated by the CSRC? Question 2: What do “earnings flash reports” and “earnings forecasts” mean when we encounter them while trading stocks? Question 3: Under what circumstances must listed companies issue earnings forecasts or earnings flash reports? Disclosure Timelines for Listed Companies’ Financial Reports Pursuant to relevant regulations, listed companies must disclose periodic reports. Periodic reports include: annual reports, semi-annual reports, first-quarter reports, and third-quarter reports. Annual reports must be prepared within four months after the end of each fiscal year (i.e., completed between January and April); semi-annual reports must be completed within two months after the end of the first half of the fiscal year (i.e., in July or August); quarterly reports must be prepared within thirty days after the end of the first three months and the first nine months of the fiscal year (i.e., the first-quarter report is issued in April; the third-quarter report, in October). Disclosure requirements for periodic reports mandate publishing summaries in designated newspapers, while full texts must be posted on websites designated by the CSRC. What Are Earnings Forecasts and Earnings Flash Reports? Stock traders may notice that some listed companies release earnings forecasts or earnings flash reports, whereas others disclose their financial results directly—without issuing either. Why is this? Listed companies have two types of preliminary earnings disclosures: earnings forecasts and earnings flash reports. (Jintuo Co., Ltd. – 2020 Annual Earnings Forecast) (Senma Fashion – 2020 Annual Earnings Flash Report) Earnings forecasts primarily estimate the company’s net profit for the current period; Earnings flash reports are more comprehensive, generally disclosing key financial data. Disclosure Rules for Earnings Forecasts and Earnings Flash Reports The Shanghai Stock Exchange (SSE) and Shenzhen Stock Exchange (SZSE) apply different disclosure rules for earnings forecasts and earnings flash reports. Shanghai Stock Exchange — Earnings Forecast Requirements Per the “Shanghai Stock Exchange Stock Listing Rules,” for annual reports, if a listed company expects any of the following three scenarios for the full year—(1) net loss, (2) turning from loss to profit, or (3) net profit increasing or decreasing by more than 50% year-on-year (excluding cases where the base figure is extremely small)—it must disclose an earnings forecast by January 31 following the end of the accounting year. Interpretation: If none of the above three scenarios applies, the company is not required to issue an annual earnings forecast. For semi-annual and quarterly reports, no mandatory disclosure requirement exists.

[Bookmark This] Essential for Investors: A-Share Listed Companies’ Earnings Disclosure Rules and Key Timing

The board of directors of a listed company shall closely monitor matters—whether occurred or likely to occur—that significantly impact the company’s operating results and financial condition, and shall timely estimate the company’s operating performance and financial status for the first quarter, semi-annual period, first three quarters, and full fiscal year. If the company anticipates that its operating performance and financial condition for the current reporting period—or for a future reporting period (the estimation date must fall within twelve months prior to the end of the reporting period)—will meet any of the following conditions, it shall promptly issue an earnings forecast (hereinafter referred to as an “earnings forecast”): (i) Net profit is negative; (ii) The company turns from loss to profit; (iii) The company remains profitable, but net profit increases or decreases by more than 50% year-on-year; (iv) Net assets at period-end are negative; (v) Annual operating revenue is less than RMB 10 million. 5.3.2 Listed companies shall disclose earnings forecasts within the following deadlines: (i) Annual earnings forecasts: no later than January 31 of the year following the reporting period; (ii) First-quarter earnings forecasts: no later than April 15 of the reporting year; (iii) Semi-annual earnings forecasts: no later than July 15 of the reporting year; (iv) First-three-quarters earnings forecasts: no later than October 15 of the reporting year. Newly listed companies that did not disclose key financial data—from the beginning of the year through the next reporting period—in their prospectus, listing announcement, or other publicly disclosed issuance-and-listing documents must comply with the above earnings forecast disclosure requirements. 5.3.3 If a listed company anticipates meeting the condition described in Clause (iii) of Paragraph 2 of Article 5.3.1, it shall disclose an earnings forecast—except where the prior-year comparative base is relatively small, in which case exemption may be granted upon approval by the Exchange: (i) Prior-year basic EPS (absolute value) ≤ RMB 0.05; (ii) Prior-year first-three-quarters basic EPS (absolute value) ≤ RMB 0.04; (iii) Prior-year semi-annual basic EPS ≤ RMB 0.03; (iv) Prior-year first-quarter basic EPS ≤ RMB 0.02. The Exchange encourages listed companies to voluntarily disclose earnings flash reports before releasing periodic reports. If earnings information is leaked prematurely or rumors about earnings cause abnormal fluctuations in the company’s stock or related derivatives, the company shall promptly disclose an earnings flash report per the relevant provisions of the “Stock Listing Rules.” A company planning to issue a first-quarter earnings forecast—but whose prior-year annual report has not yet been disclosed—shall simultaneously publish the prior-year earnings flash report together with the first-quarter earnings forecast. IV. ChiNext Chapter VI Periodic Reports Section I General Provisions 6.1.1 Listed companies shall disclose periodic reports including annual reports, semi-annual reports, and quarterly reports. Companies shall prepare and disclose periodic reports in accordance with relevant provisions issued by the CSRC and the Exchange. 6.1.2 Listed companies shall disclose their annual reports within four months after the end of each fiscal year; semi-annual reports within two months after the end of the first half of the fiscal year; and quarterly reports within one month after the end of the first three months and the first nine months of the fiscal year. A company’s first-quarter report may not be disclosed earlier than its prior-year annual report. 6.2.2

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