Xinlun New Materials Co.Ltd(002341)
Accountability system for major errors in annual report disclosure
(revised in January 2022)
Chapter I General Provisions
Article 1 in order to further promote the directors, supervisors, senior managers and relevant staff of Xinlun New Materials Co.Ltd(002341) (hereinafter referred to as “the company”) to fully and seriously perform their duties in the annual report disclosure, improve the quality and transparency of the annual report information disclosure, and enhance the authenticity, accuracy, integrity and timeliness of the annual report information disclosure, In accordance with the securities law of the people’s Republic of China, the accounting law of the people’s Republic of China, the measures for the administration of information disclosure of listed companies, the standards for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the management system of company information disclosure, and in combination with the actual situation of the company, This system is hereby formulated.
Article 2 in the process of annual report disclosure, directors, supervisors, senior managers and relevant staff members must be held accountable for their dereliction of duty, dereliction of duty and mistakes due to personal reasons, resulting in the correction of major accounting errors, the supplement of major missing information, the correction of performance forecast and performance express report.
Article 3 major errors in annual report information disclosure referred to in this system include major accounting errors in the annual financial report, major errors or omissions in other annual report information disclosure, significant differences in performance forecast or performance express, etc. Specifically include the following situations:
(I) the annual financial report violates the accounting law of the people’s Republic of China, the accounting standards for business enterprises and relevant provisions, and there are major accounting errors;
(II) the disclosure of financial information in the notes to the accounting statements violates the relevant requirements of the accounting standards for business enterprises and relevant interpretation regulations and the information disclosure and reporting rules of the CSRC, and there are major errors or omissions;
(III) the content and format of information disclosure in other annual reports do not comply with the provisions of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 – the content and format of annual reports issued by the CSRC, the guidelines for information disclosure of Shenzhen Stock Exchange and other rules and regulations, normative documents, the articles of association, the management system of company information disclosure and other internal control systems, There are major errors or omissions;
(IV) there are significant differences between the performance forecast and the actual performance disclosed in the annual report;
(V) there are significant differences between the financial data and indicators in the performance express and the actual data and indicators in the relevant periodic reports;
(VI) major errors in the information disclosure of other annual reports identified by the regulatory authorities.
Article 4 this system is applicable to the directors, supervisors, senior managers and relevant staff of the company involved in the disclosure of annual reports.
Article 5 the accountability for major errors disclosed in the annual report shall adhere to the following principles:
(I) the principle of seeking truth from facts;
(II) the principles of fairness, impartiality and openness;
(III) the principle of learning from past mistakes and avoiding future mistakes and correcting mistakes;
(IV) the principle of combining education with punishment.
Article 6 in case of correction of major accounting errors, supplement of major missing information and correction of performance forecast in the disclosure of annual report, the reasons and effects of correction, supplement or correction shall be disclosed item by item according to the disclosure requirements of annual report format, and the accountability measures and treatment results taken by the board of directors to relevant responsible persons shall be disclosed.
Chapter II identification and handling procedures of major accounting errors in financial reports
Article 7 specific recognition standards for major accounting errors in financial reports:
(I) the amount of accounting errors involving assets and liabilities accounts for more than 5% of the total audited assets in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(II) the amount of accounting errors involving net assets accounts for more than 5% of the total audited net assets in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(III) the amount of accounting errors involving income accounts for more than 5% of the total audited income in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(IV) the amount of accounting errors involving profits accounts for more than 5% of the audited net profit of the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(V) the amount of accounting errors directly affects the nature of profits and losses;
(VI) the financial reports of previous years have been corrected through the audit of certified public accountants, and the amount of accounting errors involved accounts for more than 5% of the audited net profit of the latest accounting year, and the absolute amount exceeds RMB 5 million;
(VII) the regulatory authority shall order the company to correct the errors in the previous annual financial report.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 8 when correcting the annual financial report published in previous years, the company needs to hire an accounting firm in line with the provisions of the securities law to conduct a comprehensive audit of the corrected annual financial report or conduct special assurance on the relevant corrections. If the company corrects the annual financial statements, but fails to disclose the corrected audited financial statements, audit reports or special assurance reports in time, the company shall publish a “prompt announcement” on the correction in time and complete the disclosure within two months from the date of publication of the interim announcement;
Article 9 the information disclosure that corrects the errors in the financial information in the periodic reports that have been publicly disclosed in the previous period, It shall be implemented in accordance with the relevant provisions of the rules for the preparation of information disclosure of companies offering securities to the public No. 19 – correction and related disclosure of financial information, the standards for the content and format of information disclosure of companies offering securities to the public No. 2 – the content and format of annual report, and the stock listing rules of Shenzhen Stock Exchange.
Article 10 when there are serious accounting errors in the financial report, the internal audit department of the company shall collect and summarize relevant materials, investigate the causes of responsibility, identify the responsibility, and formulate punishment opinions and rectification measures. The internal audit department shall form written materials detailing the contents of accounting errors, the nature and causes of accounting errors, the impact of accounting error correction on the company’s financial status and operating results, the corrected financial indicators, the re audit of accounting firms, and the preliminary opinions on the determination of the responsibility for major accounting errors. After that, it is submitted to the audit committee of the board of directors for deliberation. The board of directors of the company makes special resolutions on the proposals of the audit committee, and the independent directors and the board of supervisors express relevant opinions on the corrections.
Chapter III identification and handling procedures of major errors in information disclosure of other annual reports
Article 11 recognition criteria for significant differences in performance forecasts:
(I) the expected performance of the performance forecast is inconsistent with the change direction of the performance actually disclosed in the annual report, including the following situations: the original expected loss and the actual profit; Originally expected to turn losses into profits, but actually continued to suffer losses; Originally, the expected net profit increased year-on-year, and the actual net profit decreased year-on-year; The original estimated net profit decreased year-on-year and the actual net profit increased year-on-year;
(II) there are the following differences between the performance forecast and the actual performance or financial status, and reasonable explanations cannot be provided:
1. If the performance forecast is made through interval due to the disclosure of the net profit index, the latest expected performance is 20% higher than the upper limit of the amount of the original forecast interval or 20% lower than the lower limit of the amount of the original forecast interval; If the performance is estimated by means of confirmation, the latest estimated amount changes by more than 50% compared with the original forecast amount;
2. If the performance forecast is disclosed due to the net asset index, the original estimated net asset is negative, and the latest estimated net asset is not less than zero;
3. If the performance forecast is disclosed due to the operating income index, the original estimated annual operating income is less than 10 million yuan, and the latest estimated annual operating income is not less than 10 million yuan.
Article 12 recognition criteria for significant differences in performance express: if the difference between the financial data and indicators in the performance express and the actual data and indicators in relevant periodic reports reaches more than 20% and cannot provide reasonable explanations, it is recognized that there are significant differences in performance express.
Article 13 Where there are major omissions or inconsistencies with the facts in the information disclosure of the annual report, it shall be supplemented and corrected in a timely manner.
Article 14 If there are major errors or omissions in the information disclosure of other annual reports, or there are significant differences in the performance forecast or performance express, the internal audit department of the company shall be responsible for collecting and summarizing relevant materials, investigating the causes of responsibility, and forming written materials to specify the nature and causes of relevant errors and the preliminary opinions on the determination of responsibility The proposed punishment opinions and rectification measures shall be submitted to the board of directors of the company for deliberation.
Chapter IV accountability for major errors in annual report information disclosure
Article 15 in case of major errors in the information disclosure of the annual report, the company shall investigate the responsibilities of the relevant responsible persons. If the regulatory authorities take public condemnation, criticism and other regulatory measures due to major errors in the information disclosure of the annual report, the internal audit department of the company shall timely verify the causes, take corresponding corrective measures, and form written materials to explain in detail the nature and causes of the relevant errors, preliminary opinions on responsibility determination, proposed punishment opinions and rectification measures, etc, Investigate the responsibilities of relevant responsible persons.
Article 16 forms and types of accountability for major errors disclosed in the annual report:
(I) order correction and inspection;
(II) circulate a notice of criticism;
(III) keep for inspection;
(IV) transfer, suspension, demotion and dismissal;
(V) terminate the labor contract.
Article 17 in the event that the company’s directors, supervisors, senior managers and relevant staff involved in the major errors disclosed in the annual report have the scope of accountability, the company may attach economic penalties to the above administrative penalties, and the amount of penalties shall be determined by the board of directors and the president’s Office according to the specific circumstances.
Article 18 If the relevant personnel make major mistakes in the disclosure of the annual report and are suspected of criminal crimes in violation of national laws, they shall be handed over to the judicial organ for handling.
Article 19 If there are major errors in the disclosure of the annual report and the company’s economic losses are deliberately caused due to personal reasons, the investigated person will bear all economic responsibilities; If the economic losses of the company are caused by personal negligence, the economic responsibility shall be borne in proportion according to the circumstances.
Article 20 Where there is a major error in the disclosure of the annual report, under any of the following circumstances, it may be given a lighter, mitigated or exempted from prosecution:
(I) the circumstances are minor and have not caused adverse consequences and influence;
(II) the parties voluntarily admit their mistakes and actively correct them;
(III) non subjective factors have no significant impact;
(IV) caused by accidents and natural factors;
(V) other circumstances that the board of Directors considers should be mitigated, mitigated or exempted from treatment.
Article 21 if there is a major error in the disclosure of the annual report, under any of the following circumstances, the punishment shall be strict or aggravated:
(I) the circumstances are bad, the consequences are serious, the impact is great, and the cause of the accident is really caused by personal subjective factors; (II) refusing to correct after repeated teaching and admitting mistakes;
(III) failure to take remedial measures in time after the accident, resulting in the expansion of losses;
(IV) causing major economic losses that cannot be remedied;
(V) failing to implement the handling decision made by the board of directors according to law;
(VI) other circumstances that the board of Directors considers should be dealt with seriously or seriously.
Article 22 If a person is reported for violating the provisions of this system, the company shall investigate and verify, put forward handling opinions according to the system, and report to the board of directors and the president’s office for handling.
Article 23 If the person under investigation has different opinions, he can submit a written appeal and report it to the company. The appeal period shall not affect the implementation of the handling decision. If it is found through investigation that the handling is wrong, the company will correct it and issue a written decision to revoke the handling.
Article 24 The results of accountability for major errors in information disclosure in the annual report shall be included in the company’s annual performance appraisal indicators for relevant departments and personnel.
Chapter V supplementary provisions
Article 25 the accountability for major errors in the information disclosure of quarterly reports and semi annual reports shall be implemented with reference to the provisions of this system.
Article 26 The term “more than” in this system includes the number and “more than” does not include the number.
Article 27 the system shall be formulated and interpreted by the board of directors of the company.
Article 28 the system shall come into force after being deliberated and adopted at the meeting of the board of directors of the company.
