Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Accountability system for major errors in annual report information disclosure
Chapter I General Provisions
Article 1 in order to further improve the standardized operation level of Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as "the company"), enhance the authenticity, accuracy, integrity and timeliness of the information disclosure of the company's annual report, and improve the quality and transparency of the information disclosure of the annual report, in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China and the standards for the governance of listed companies The measures for the administration of information disclosure of listed companies, the standards for the content and format of information disclosure by companies that offer securities to the public No. 2 - the content and format of annual reports, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the Listing Rules) and other laws, regulations and normative documents, as well as the Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) articles of Association (hereinafter referred to as the articles of association) This system is formulated in accordance with the relevant provisions of the information disclosure management system and in combination with the actual situation of the company.
Article 2 this system refers to the investigation and handling system for the failure or incorrect performance of duties and obligations by relevant personnel in the disclosure of annual report information and other personal reasons, resulting in major errors in the disclosure of annual report information of the company, resulting in major economic losses or adverse social impact on the company.
Article 3 this system is applicable to directors, supervisors, senior managers, heads of departments, branches (subsidiaries) and branches, controlling shareholders and actual controllers of the company, as well as other personnel related to the information disclosure of the annual report.
Article 4 this system implements the accountability system and follows the following principles: seeking truth from facts, objectivity and impartiality; If there is a responsibility, we will be held accountable and if there is a mistake, we will be investigated; The fault is compatible with the responsibility, and the responsibility and right are compatible with each other; The principle of combining accountability with improvement.
Article 5 the office of the board of directors of the company, together with the finance department and the internal audit department, under the leadership of the Secretary of the board of directors, is responsible for collecting and summarizing the materials related to accountability, putting forward relevant treatment plans according to the system and regulations, and reporting them to the board of directors of the company for approval level by level.
Chapter II responsibilities of staff related to annual report information disclosure
Article 6 the president, vice president, financial director, Secretary of the board of directors and other senior managers of the company shall be responsible for organizing the personnel of relevant departments to prepare the draft annual report and submit it to the board of directors for deliberation; The heads of all functional departments of the company and the heads of branches (subsidiaries) and important joint-stock companies are obliged to report the information to be disclosed in the annual report to the above-mentioned personnel in time.
Article 7 the directors, supervisors and senior managers of the company shall be responsible for the authenticity, accuracy, integrity, timeliness and fairness of the information disclosure in the company's annual report, and bear the consequences of disclosure errors.
Chapter III accountability for major errors in annual report information disclosure
Article 8 Where there are major errors in the information disclosure of the annual report, the company shall investigate the responsibilities of the relevant responsible persons. The responsibility for major errors in annual report information disclosure is divided into direct responsibility and leadership responsibility. During the preparation of the annual report, the staff of each department, branch (subsidiary) and branch of the company shall bear direct responsibility for the authenticity, accuracy, integrity and timeliness of the information provided according to their responsibilities; The person in charge of each department, branch (subsidiary) and branch shall review the data provided within his / her scope of responsibility and assume corresponding leadership responsibilities. Where the information to be disclosed by the information disclosure obligor belongs to state secrets, trade secrets and other circumstances, and the disclosure or performance of relevant obligations in accordance with the Listing Rules may lead to the company's violation of relevant national laws and regulations or endanger national security, the disclosure may be exempted.
Article 9 recognition criteria for significant differences in performance forecasts:
(I) the expected performance change direction of the performance forecast is inconsistent with the actual performance 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; It was originally expected that the net profit decreased year-on-year and the actual net profit increased year-on-year.
(II) although the expected performance change direction of the performance forecast is consistent with the actual performance disclosed in the annual report, the change range or profit and loss amount exceeds the originally expected range by more than 20%;
(III) the disclosed performance forecast is unclear or attached with conditions, but the actual performance has profit or loss or significant year-on-year change (refers to more than 20% beyond the originally expected range).
Article 10 recognition criteria for major differences in performance express:
If the difference between the financial data and indicators in the performance express and the actual data and indicators in the relevant periodic reports reaches more than 10%, it is recognized that there are significant differences in the performance express.
Article 11 major errors in the information disclosure of the annual report include major accounting errors in the annual financial report, major errors or omissions in the information disclosure of other annual reports, significant differences in the performance forecast or performance express, or major errors identified by the securities regulatory authorities. The details are as follows:
(I) violating the provisions of the company law, the securities law, the accounting standards for business enterprises, the enterprise accounting system and other national laws and regulations, resulting in major errors or adverse effects in the information disclosure of the annual report;
(II) violating the measures for the administration of information disclosure of listed companies, the listing rules and the rules for the preparation of annual report information disclosure, the guidelines for the content and format of information disclosure, and the memorandum notice issued by the CSRC and the Shanghai Stock Exchange, resulting in major errors or adverse effects on the disclosure of annual report information;
(III) violating the articles of association, the company's information disclosure management system and other internal control related systems of the company, resulting in major errors or adverse effects on the information disclosure of the annual report;
(IV) failing to act in accordance with the procedures in the information disclosure of the annual report, resulting in major errors or adverse effects in the information disclosure of the annual report;
(V) violating the listing rules, resulting in significant differences between the performance forecast and the actual performance disclosed in the annual report and unable to provide reasonable explanations; The financial data and indicators in the performance express are significantly different from those in the annual report and cannot provide reasonable explanations;
(VI) failure to communicate and report in time in the information disclosure of the annual report, resulting in major errors or adverse effects; (VII) major errors in the information disclosure of the annual report or adverse effects caused by other personal reasons;
(VIII) the CSRC, Shanghai Stock Exchange and other securities regulatory authorities have identified major errors in the information disclosure of other annual reports.
Article 12 under any of the following circumstances, a heavier or heavier punishment shall be imposed:
(I) the circumstances are bad, the consequences are serious, the impact is great, and the cause of the accident is caused by personal subjective factors;
(II) strike, retaliate, frame the investigator or interfere with or obstruct the investigation of responsibility;
(III) failure to correct errors in time, resulting in the expansion of harmful results;
(IV) major errors in the information disclosure of the annual report have occurred for many times;
(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 13. Under any of the following circumstances, the punishment shall be exempted or mitigated:
(I) effectively prevent the occurrence of adverse consequences;
(II) taking the initiative to correct and recover all or most of the losses;
(III) it is really caused by non subjective factors such as accidents and force majeure;
(IV) other circumstances that the board of Directors considers should be mitigated, mitigated or exempted from treatment.
Article 14 before the responsible person is investigated for responsibility and punished, the opinions of the responsible person shall be listened to, his right to make statements and defend shall be guaranteed, and the causes and consequences of errors shall be fully considered, as well as whether response measures shall be taken in a timely and active manner.
Article 15 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.
Article 16 if there is evidence that the relevant responsible person has performed his duties and caused major errors for reasons other than personal reasons, the relevant responsible person may be exempted from corresponding responsibilities.
Article 17 the main forms of accountability for major errors in annual report information disclosure include:
(I) applicable to relevant internal responsible persons
1. Warning, order correction and review;
2. Circulate a notice of criticism within the company;
3. Transfer from the original post, suspension, demotion and dismissal;
4. Compensation for losses;
5. Terminate the labor contract;
6. Other forms determined by the board of directors.
The above punishment may be accompanied by economic punishment, and the amount of punishment shall be determined by the board of directors according to the circumstances of the event. The above measures can be used alone or in combination.
(II) applicable to annual audit accounting firms or other intermediaries appointed by the company
Raise questions in written form, ask for written explanation, clarification, apology or investigate the responsibility of its internal personnel;
Claim according to the employment contract;
Terminate or propose to the general meeting of shareholders to terminate the appointment contract;
The company shall investigate its responsibilities in other ways approved by the board of directors.
Article 18 the correction of major errors in the information disclosure of the annual report shall be carried out in accordance with the rules for the preparation and reporting 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, the listing rules and other relevant provisions.
Chapter IV supplementary provisions
Article 19 the accountability for major errors in the information disclosure of the company's quarterly report and semi annual report shall be implemented with reference to the provisions of this system.
Article 20 matters not covered in this system or in conflict with national laws, regulations and other normative documents issued in the future shall be implemented in accordance with the securities law, listing rules, relevant laws, regulations and normative documents in force and the company's information disclosure management system.
Article 21 the system shall come into force on the date of deliberation and approval by the board of directors of the company.
Article 22 the system shall be interpreted and revised by the board of directors of the company.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) March 9, 2002
