Jiangsu Bide Science And Technology Co.Ltd(605298)
Accountability system for major errors in annual report information disclosure
Chapter I General Provisions
Article 1 in order to further improve the standard operation level of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as "the company"), strengthen the accountability of the person responsible for the annual report information disclosure, improve the quality and transparency of the annual report information disclosure, and ensure the authenticity, accuracy, integrity and timeliness of the annual report information disclosure of the company, in accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law") The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the accounting law of the people's Republic of China (hereinafter referred to as the "accounting law"), the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shanghai Stock Exchange No. 2 - administration of information disclosure affairs This system is formulated in accordance with the provisions of laws, regulations, normative documents, articles of association and other systems, such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation, self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 2 - business handling, and in combination with the actual situation of the company.
Article 2 the accountability system referred to in this system refers to the accountability and handling system when the relevant personnel fail to perform or incorrectly perform their duties, obligations or other personal reasons in the annual report information disclosure work, causing significant economic losses or adverse social impact to the company.
The major errors of 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, or other situations identified as major errors by the securities regulatory authorities.
Article 3 this system is applicable to directors, supervisors, senior managers, controlling shareholders, actual controllers, heads of subsidiaries and departments of the company and other personnel related to the information disclosure of the annual report.
Article 4 to implement the accountability system, we should follow the principles of seeking truth from facts, being objective and fair, being accountable for mistakes, and adapting mistakes to responsibilities; The principle of equal responsibility and right.
Article 5 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.
Chapter II identification and handling procedures of major errors in annual report information disclosure
Article 6 under any of the following circumstances, the person responsible shall be investigated for responsibility:
(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 administrative measures for information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange and the guidelines, standards and notices on information disclosure of annual reports issued by the CSRC and Shanghai Stock Exchange, resulting in major errors or adverse effects on the information disclosure of annual reports;
(III) violating the articles of association, information disclosure management measures and other internal control 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 annual report information disclosure and causing major errors or adverse effects in the annual report information disclosure;
(V) failure to communicate and report in time in the information disclosure of the annual report, resulting in major errors or adverse effects;
(VI) other personal reasons cause major errors or adverse effects in the information disclosure of the annual report.
Article 7 specific recognition criteria for major accounting errors in the annual 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) if the financial report of the previous year is corrected through the audit of a certified public accountant, the amount of accounting errors accounts for more than 5% of the total audited assets of the latest accounting year;
(VII) the regulatory authority shall order the company to correct the major 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 the recognition criteria for major errors or omissions in the information disclosure of other annual reports:
(I) failure to disclose major accounting policies, changes in accounting estimates or adjustments to accounting errors;
(II) major litigation and arbitration involving more than 10% of the company's latest audited net assets; (III) any guarantee involving more than 1% of the company's latest audited net assets or any guarantee provided to shareholders, actual controllers or their affiliates;
(IV) 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;
(V) other major matters that may affect the correct judgment of the users of the annual report.
Article 9 Where the company purchases or sells assets, invests abroad (including entrusted financial management, entrusted loans, etc.), provides financial assistance, provides guarantee (except for providing guarantee), rents in or leases out assets, entrusts or entrusts to manage assets and businesses, grants or receives assets, creditor's rights or debt restructuring, transfer of research and development projects, and signs license agreements, which meet one of the following standards, and the information disclosed without announcement is omitted, Major information omission:
(I) the total assets involved in the transaction account for more than 10% of the company's total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the higher one shall be taken as the calculation data;
(II) the relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 10 million yuan;
(III) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan;
(IV) the transaction amount (including debts and expenses) of the transaction accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 10 million yuan;
(V) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Article 10 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%.
Article 11 recognition criteria for major differences in performance express:
Before the disclosure of the periodic report, if the company finds that the difference range of relevant financial data and indicators will reach 10%, it shall timely disclose the correction announcement of the performance express, and explain the specific difference and the reasons for the difference; If the difference reaches 20%, the company shall also make an apology in the form of the announcement of the board of directors while disclosing the relevant periodic reports, and explain the identification of the internal responsible person of the company.
Article 12 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 13 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 of relevant errors, the causes and the preliminary intention of responsibility determination
Chapter III accountability for major errors in annual report information disclosure
Article 14 in case of any major error in the annual report information disclosure, in addition to investigating the responsibilities of the directly related personnel leading to the major error in the annual report information disclosure, the chairman, general manager and Secretary of the board of directors shall bear the main responsibility for the authenticity, accuracy, integrity, timeliness and fairness of the annual report information disclosure of the company; The chairman of the board, the general manager, the person in charge of Finance and the person in charge of the accounting organization shall be mainly responsible for the authenticity, accuracy, integrity, timeliness and fairness of the company's financial report.
Article 15 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 reasons, take corresponding corrective measures, and report to the board of directors to investigate the responsibilities of the relevant responsible persons.
Article 16 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 really caused by personal subjective factors; (II) strike, retaliate, frame the investigator or interfere with or obstruct the investigation of responsibility;
(III) failing to implement the handling decision made by the board of directors according to law;
(IV) other circumstances that the board of Directors considers should be dealt with seriously or seriously.
Article 17 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 from treatment.
Article 18 before the person responsible is investigated for responsibility and punished, the opinions of the person responsible shall be listened to to to ensure his safety
Article 19 the main forms of accountability for major errors in annual report information disclosure include:
(I) order correction and review;
(II) circulate a notice of criticism within the company;
(III) transfer from the original post, suspension, demotion and dismissal;
(IV) compensation for losses;
(V) terminate the labor contract;
(VI) 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.
Article 20 the results of accountability for major errors in the information disclosure of the annual report shall be included in the company's annual performance appraisal indicators for relevant departments and personnel.
Article 21 the resolutions of the board of directors of the company on the responsibility identification and punishment of major errors in the information disclosure of the annual report shall be disclosed in the form of temporary announcement.
Chapter IV supplementary provisions
Article 22 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 23 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations, normative documents and the articles of association. In case of any conflict between this system and the laws, regulations and normative documents issued by the state in the future and the articles of association modified by legal procedures, the provisions of relevant national laws, regulations, normative documents and the revised articles of association shall prevail.
Article 24 the system shall be interpreted and revised by the board of directors of the company.
Article 25 this system shall come into force after being deliberated and approved by the board of directors of the company.
Jiangsu Bide Science And Technology Co.Ltd(605298) board of directors April 2002
