Wuhan Tianyu Information Industry Co.Ltd(300205)
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 Wuhan Tianyu Information Industry Co.Ltd(300205) (hereinafter referred to as “the company”), increase the accountability of the person responsible for the information disclosure of the company’s annual report (hereinafter referred to as “the annual report”) and enhance the authenticity, accuracy, integrity and timeliness of the information disclosure of the annual report, 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 Listing Rules of Shenzhen Stock Exchange gem and other laws, regulations and normative documents, as well as the relevant provisions of Wuhan Tianyu Information Industry Co.Ltd(300205) articles of association and Wuhan Tianyu Information Industry Co.Ltd(300205) information disclosure management system, This system is formulated in combination with the actual situation of the company. Article 2 relevant personnel of the company shall strictly implement the accounting standards for business enterprises and relevant provisions, strictly abide by the company’s internal control system related to financial reporting, and ensure that the financial report truly and fairly reflects the company’s financial status, operating results and cash flow. The relevant personnel of the company shall not interfere with or hinder the audit institution and relevant certified public accountants from carrying out the annual report audit independently and objectively.
Article 3 if the directors, supervisors, senior managers and other personnel related to the disclosure of annual report violate relevant national laws, regulations, normative documents and company rules and regulations, fail to perform their duties diligently or fail to perform their duties, resulting in major errors in the disclosure of annual report information, they shall be investigated for responsibility in accordance with the provisions of this system.
Article 4 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:
（1） 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; 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 provisions, the rules for the preparation of information disclosure by companies offering securities to the public No. 15 – General Provisions on financial reports and other information disclosure rules of the CSRC, and there are major errors or omissions.
（2） Violation of relevant annual reports issued by China Securities Regulatory Commission and Shenzhen Stock Exchange
（3） There are significant differences between the performance forecast and the actual performance disclosed in the annual report; There are significant differences between the financial data and indicators in the performance express and the actual data and indicators in relevant periodic reports.
（4） Major errors in the information disclosure of other annual reports recognized by the regulatory authorities.
Article 5 in case of major errors in the information disclosure of the annual report, the company shall investigate the responsibilities of the relevant responsible persons. The following principles shall be followed in the implementation of accountability:
（1） The principle of objectivity, impartiality and seeking truth from facts;
（2） The principle of accountability and accountability for mistakes;
（3） The principle that power corresponds to responsibility and fault corresponds to responsibility;
（4） The principle of combining accountability with improvement.
Chapter II identification and handling procedures of major accounting errors in financial reports
Article 6 major accounting errors in financial reports refer to accounting errors that are sufficient to affect the users of financial statements to make correct judgments on the financial status, operating results and cash flow of enterprises. The importance depends on the judgment of the scale and nature of the omission or misrepresentation in the relevant environment. The amount and nature of the financial statement items affected by the error are the decisive factors to judge whether the accounting error is important.
Article 7 specific recognition standards for major accounting errors in financial reports:
（1） The amount of accounting errors involving assets and liabilities accounts for more than 10% of the total audited assets in the latest fiscal year;
（2） The amount of accounting errors involving net assets accounts for more than 10% of the total audited net assets in the latest fiscal year;
（3） The amount of accounting errors involving income accounts for more than 10% of the total audited income in the latest fiscal year;
（4） The amount of accounting errors involving profits accounts for more than 10% of the audited net profit of the latest fiscal year;
（5） The amount of accounting error directly affects the nature of profit and loss;
（6） The financial reports of the previous years have been corrected through the audit of Certified Public Accountants;
（7） The regulatory authorities ordered the company to correct the errors in the previous annual financial reports.
Article 8 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 – content and format of annual report and the Listing Rules of GEM stocks of Shenzhen Stock Exchange. Article 9 when there are major accounting errors and corrections in the financial report, the Audit Department of the company shall collect and summarize relevant materials and form written materials to explain in detail 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, and the corrected financial indicators The re audit of the accounting firm with relevant qualifications and the preliminary opinions on the determination of the responsibility for major accounting errors shall be submitted to the audit committee of the board of directors for deliberation and copied to the board of supervisors. The board of directors of the company makes special resolutions on the proposals of the audit committee.
Chapter III identification and handling procedures of major errors in information disclosure of other annual reports
Article 10 criteria for identifying major errors in information disclosure of other annual reports:
（1） Recognition criteria for major errors or omissions in the disclosure of financial information in the notes to the accounting statements:
1. The company’s major accounting policies, changes in accounting estimates or correction of accounting errors are not disclosed as required; 2. The main taxes, tax rates, tax preferences and their basis are not disclosed as required;
3. Incomplete disclosure scope of the company’s financial statements;
4. The item notes of the consolidated financial statements are incomplete;
5. The notes of main items in the financial statements of the parent company are omitted;
6. Related parties and related transactions are not disclosed as required;
7. The contingencies are not disclosed as required;
8. The disclosure of events after the balance sheet date is not disclosed as required.
（2） Identification criteria for major errors or omissions in the information disclosure of other annual reports:
1. Major litigation and arbitration involving more than 10% of the company’s latest audited net assets;
2. Guarantee involving more than 10% of the latest audited net assets of the company or any guarantee provided to shareholders, actual controllers or their affiliates;
3. Major contracts or foreign investment, acquisition and sale of assets and other transactions involving an amount accounting for more than 10% of the company’s latest audited net assets;
4. Other major matters that are sufficient to affect the correct judgment of the users of the annual report.
Article 11 recognition criteria for significant differences in performance forecasts:
（1） Where the expected performance change direction of the performance forecast is inconsistent with the actual performance disclosed in the annual report and cannot provide a reasonable explanation, 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;
（2） Although the expected performance change direction of the performance forecast is consistent with the actual performance disclosed in the annual report, but the change range or profit and loss amount exceeds the originally expected range by more than 20% and cannot provide reasonable explanation.
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 the relevant periodic reports reaches more than 20% and no reasonable explanation can be provided, it is recognized that there are significant differences in the 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 Where there are major errors or omissions in the information disclosure of other annual reports, and there are significant differences in the performance forecast or performance express, the Audit Department of the company shall be responsible for collecting and summarizing relevant materials, investigating the causes of responsibility, and forming written materials detailing the nature and causes of relevant errors, preliminary opinions on responsibility determination, proposed punishment opinions and rectification measures, Submit to the board of directors of the company for deliberation.
Chapter IV accountability for major errors in annual report information disclosure
Article 15 the person who makes a major error in the annual report of the company shall be held accountable. The directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure.
Article 16 before dealing with the responsible person, the opinions of the responsible person shall be listened to and their rights to make statements and defend shall be guaranteed.
Article 17 the main forms of accountability for major errors in annual report information disclosure include:
（1） Warning, order correction and review;
（2） Circulate a notice of criticism;
（3） Transfer, suspension, demotion and dismissal;
（4） Compensation for losses;
（5） Terminate the labor contract or employment contract;
（6） If the case is serious and involves a crime, it shall be transferred to the judicial organ for handling according to law.
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.
Article 18 under any of the following circumstances, it shall be given a lighter, mitigated or exempted from treatment:
(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.
Article 19 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 21 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 22 the system shall be interpreted and revised by the board of directors and shall come into force on the date of deliberation and adoption by the board of directors.
Wuhan Tianyu Information Industry Co.Ltd(300205) March 19, 2012 revised for the first time on February 28, 2002
