Estun Automation Co.Ltd(002747)
Accountability system for major errors in annual report information disclosure
(March 2022)
Chapter I General Provisions
Article 1 in order to further improve the standard operation level of Estun Automation Co.Ltd(002747) (hereinafter referred to as "the company"), increase the accountability of the person responsible for the information disclosure of the company's annual report, improve the quality and transparency of the information disclosure of the company's annual report, enhance the authenticity, accuracy, integrity and timeliness of the company's information disclosure, and promote the construction of the company's internal system, according to the securities law of the people's Republic of China This system is formulated in combination with the actual situation of the company, such as the measures for the administration of information disclosure of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association and the information disclosure management system.
Article 2 this system is applicable to the responsibility identification, investigation and handling of the company's annual report information disclosure when the relevant personnel fail to perform or incorrectly perform their duties and obligations or other personal reasons, causing significant economic losses or adverse social impact to the company.
The responsible subjects related to the information disclosure of the annual report include the controlling shareholders and actual controllers of the company, directors, supervisors, senior managers, heads of various departments of the company and other staff related to the information disclosure of the annual 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. In case of any of the following circumstances, the relevant personnel shall be investigated for responsibility:
(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, the rules for the preparation of information disclosure of companies offering securities to the public No. 15 - General Provisions on financial reports and other information disclosure rules, and there are major errors or omissions;
(III) the content and format of information disclosure in other annual reports do not comply with 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, the guidelines for information disclosure of stock exchanges and other normative documents, as well as the articles of association, information disclosure management system and other internal control systems, and there are major errors or omissions.
(IV) there is a significant difference between the performance forecast and the actual performance disclosed in the annual report and no reasonable explanation can be provided; (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, and reasonable explanations cannot be provided;
(VI) major errors in other annual report information disclosure identified by China Securities Regulatory Commission (hereinafter referred to as "CSRC") or Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange").
Article 4 in case of major errors in the information disclosure of the company's annual report, the company shall investigate the responsibilities of the relevant responsible persons. Follow the following principles when implementing:
(I) the principle of objectivity, impartiality and seeking truth from facts;
(II) the principle of accountability and accountability for mistakes;
(III) the principle that power corresponds to responsibility and fault corresponds to responsibility;
(IV) the principle of combining accountability with improvement.
Chapter II recognition standards and handling procedures for major accounting errors in financial reports
Article 5 specific recognition criteria for major accounting errors in the company's financial report:
(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 accounts for more than 5% of the audited net profit of the latest accounting year, and the absolute amount exceeds 5 million yuan, except for the retroactive adjustment of the financial reports of previous years due to the adjustment of accounting policies and the obvious differences in understanding due to the unclear provisions of relevant accounting regulations;
(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 6 if the company corrects the annual financial report published in previous years, it needs to hire an accounting firm qualified to perform securities and futures related business to audit the corrected annual financial report.
Article 7 the information disclosure to correct the errors of financial information in the publicly disclosed periodic reports shall be in accordance with 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 by companies offering securities to the public No. 2 - the content and format of annual report and the stock listing rules of Shenzhen Stock Exchange shall be implemented. Article 8 when the company's financial report has serious accounting errors, the 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. After the Audit Department of the company forms 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 and the corrected financial indicators, the re audit of accounting firms, and the preliminary opinions on the determination of responsibility for major accounting errors, the Audit Department of the company shall submit them to the audit committee of the board of directors of the company for deliberation and to the board of supervisors of the company. The board of directors of the company makes special resolutions on the proposals of the audit committee.
When the Audit Department of the company fails or fails to perform the above duties, the independent directors or the board of supervisors of the company have the right to exercise their functions and powers.
Chapter III identification standards and handling procedures for major errors in information disclosure of other annual reports
Article 9 the recognition criteria for major errors in the information disclosure of other annual reports of the company are as follows:
(I) recognition criteria for major errors or omissions in the disclosure of financial information in the notes to the accounting statements:
(1) Omitting important notes in accordance with the "notes to financial statements" and the annex "disclosure format of financial reports" of the rules for the preparation of information disclosure of companies offering securities to the public No. 15 - General Provisions on financial reports, and the disclosure contents and format requirements of various specific standards and relevant interpretation provisions of the accounting standards for business enterprises; (2) If the financial information disclosed in the notes to the accounting statements has significant errors in data or cross checking relationship with the information in the accounting statements, the recognition standard of major errors shall be implemented with reference to Article 5 of the system;
(3) If the board of directors of the company determines that there are false records, misleading statements or major omissions in the financial information in the notes to the accounting statements in accordance with the relevant requirements of the accounting standards for business enterprises and relevant interpretation regulations, the rules for the preparation of information disclosure of companies offering securities to the public No. 15 - General Provisions on financial reports and other information disclosure rules of the CSRC, Circumstances that cause significant deviation or misleading to investors in reading and understanding the notes to the company's accounting statements;
(4) There are major errors or omissions in the disclosure of financial information in the notes to other accounting statements recognized by the regulatory authorities.
(II) identification criteria for major errors or omissions in the information disclosure of other annual reports:
(1) Omitting relevant important contents in accordance with the format requirements of Chapter II "annual report body" or Chapter III "annual report summary" of the standards for the content and format of information disclosure by companies offering securities to the public No. 2 - content and format of annual report;
(2) There are false records, misleading statements or other major omissions in the important contents of the company's annual report, which cause significant deviation or misleading to investors in reading and understanding the company's annual report;
(3) There is a major error in the calculation of earnings per share
(4) There is a major error in the calculation of the rate of return on net assets;
(5) Major errors in the information disclosure of other annual reports recognized by the regulatory authorities.
Article 10 the recognition criteria for major differences in the company's performance forecast are as follows:
(I) the expected performance change direction of the performance forecast is inconsistent with the actual performance disclosed in the annual report and cannot provide reasonable explanation, including the following situations: the original expected loss and 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% and cannot provide reasonable explanation.
Article 11 the recognition criteria for major differences in the company's performance express are as follows:
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 cannot provide reasonable explanations, it is recognized that there are significant differences in the performance express.
Article 12 in case of any major omission or inconsistency with the facts in the information disclosure of the company's annual report, it shall be supplemented or corrected in time and announced.
Article 13 Where there are major errors or omissions in the information disclosure of other annual reports, and there are significant differences in 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, forming written materials, detailing the nature and causes of relevant errors, preliminary opinions on responsibility determination, proposed punishment opinions and rectification measures, and submitting them to the board of directors of the company for deliberation.
When the Audit Department of the company fails or fails to perform the above duties, the independent directors or the board of supervisors of the company have the right to exercise their functions and powers.
Chapter IV accountability for major errors in annual report information disclosure
Article 14 in case of major errors in the information disclosure of the company's annual report, the company shall investigate the responsibilities of the relevant responsible persons. In addition to investigating the responsibilities of directly related personnel who lead to major errors in the information disclosure of the annual report, the chairman, general manager and Secretary of the board of directors of the company shall bear the main responsibility for the authenticity, accuracy, integrity and timeliness of the information disclosure of the annual report of the company; The chairman of the board of directors is mainly responsible for the authenticity, timeliness and completeness of the financial report of the company.
Article 15 if the regulatory authorities take public condemnation, criticism and other regulatory measures due to major errors in the information disclosure of the company's annual report, or relevant personnel find major errors in the information disclosure of the company's annual report, the Audit Department of the company shall timely verify the reasons, take corresponding corrective measures, and report to the board of directors of the company to investigate the responsibilities of relevant responsible persons.
When the Audit Department of the company fails or fails to perform the above duties, the independent directors or the board of supervisors of the company have the right to exercise their functions and powers.
Article 16 under any of the following circumstances, the punishment shall be heavier or heavier:
(I) the circumstances are abominable, the consequences are serious, and it is caused by subjective intention or major fault;
(II) interfering with or obstructing the investigation of the cause of the accident and the handling of the accident, striking, retaliating or framing investigators;
(III) knowingly failing to correct and deal with the error, resulting in the expansion of the harm;
(IV) major errors in the information disclosure of the annual report have occurred for many times;
(V) other circumstances determined by the board of directors.
Article 17 before investigating and punishing the responsible person, the opinions of the responsible person shall be listened to and his right to make statements and defend shall be guaranteed.
Article 18 the main forms of accountability for major errors in the information disclosure of the company's annual report include:
(I) circulate a notice of criticism and order an apology;
(II) warning, order correction and review;
(III) transfer from the original post, suspension, demotion and dismissal;
(IV) economic punishment;
(V) terminate the labor contract.
The above forms of liability can be applied separately or together.
Article 19 The results of accountability for major errors in the information disclosure of the company's annual report can be included in the company's annual performance appraisal indicators for relevant departments and personnel.
Article 20 the resolutions of the board of directors on the responsibility identification and punishment of major errors in the information disclosure of the company's annual report shall be disclosed in the form of temporary announcement.
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 this system.
Article 22 the system shall be interpreted and revised by the board of directors of the company.
Article 23 the system shall come into force and come into force from the date of deliberation and approval by the board of directors of the company.
