Shunya International Martech (Beijing) Co.Ltd(300612) marketing Technology (Beijing) Co., Ltd. annual report information disclosure major error accountability system
Article 1 in order to improve the standardized operation level of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (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 enhance the authenticity, accuracy, integrity and timeliness of the annual report information disclosure, In accordance with the company law of the people's Republic of China, 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 on the gem, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and other laws and regulations This system is formulated in accordance with the provisions of normative documents and the articles of association and in combination with the actual situation of the company.
Article 2 this system refers to the investigation and handling system when the relevant personnel fail to perform or incorrectly perform their duties and obligations or other personal reasons in the disclosure of annual report information, resulting in major errors in the annual report information and causing major economic losses or adverse effects to the company.
Article 3 this system is applicable to the following personnel: directors, supervisors and senior managers of the company, controlling shareholders, actual controllers and shareholders holding more than 5% of the shares of the company, heads of various departments of the company and other personnel related to the information disclosure of the annual report.
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.
Article 5 where the company's annual report is disclosed, the supervisor shall be held accountable for any major error. Accountability should follow the following principles: seek truth from facts, be objective and fair, and be prosecuted for any mistakes; The fault is compatible with the responsibility; The principle of equal responsibility and right.
Chapter II identification and handling procedures of liability
Article 6 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) 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 audited net profit of the latest fiscal year, and the absolute amount exceeds 5 million yuan;
(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. u2028
Article 7 if the company corrects the annual financial report published in previous years, it needs to hire an accounting firm qualified to engage in Securities and futures related business to audit the corrected annual financial report.
Article 8 the information deviation 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 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 - content and format of annual report, and the Listing Rules of GEM stocks of Shenzhen Stock Exchange.
Article 9 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 shall be submitted to the audit committee of the board of directors for deliberation and copied to the board of supervisors. The audit committee of the board of directors shall submit it to the board of directors for review after deliberation, and the board of directors shall make a special resolution on the proposal of the audit committee.
Article 10 under any of the following circumstances, the relevant personnel shall be investigated for responsibility:
(I) violating the company law of the people's Republic of China, the securities law of the people's Republic of China, the accounting standards for business enterprises - basic standards, the accounting system for business enterprises and other national laws and regulations, causing major errors in the information disclosure of the annual report, causing major economic losses or adverse effects to the company;
(II) violating the administrative measures for information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and the guidelines, standards and notices on information disclosure of annual reports issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, resulting in major errors in information disclosure of annual reports, major economic losses to the company or adverse social impact;
(III) violating the articles of association, the company's information disclosure management system and other internal control systems of the company, causing major errors in the information disclosure of the annual report, causing major economic losses or adverse effects to the company;
(IV) failing to act in accordance with the procedures in the annual report information disclosure and causing major errors in the annual report information disclosure, causing major economic losses to the company or adverse social impact;
(V) failure to communicate and report in time in the disclosure of annual report information, resulting in major errors in the disclosure of annual report information, causing major economic losses to the company or adverse social impact;
(VI) major errors in annual report information disclosure, major economic losses to the company or adverse social impact due to other personal reasons.
Article 11 handling procedures for major errors in the information disclosure of the annual report:
(I) if there is a major omission or inconsistency with the facts in the information disclosure of the annual report, it shall be supplemented and corrected in a timely manner;
(II) if there are major errors in other annual reports and significant differences in performance forecast or performance express, the Securities Affairs Department of the company is responsible for collecting and summarizing the materials related to accountability, putting forward relevant treatment plans according to the system and reporting them to the board of directors for approval level by level.
Chapter III accountability for major errors in annual report information disclosure
Article 12 in case of major errors in the annual report information disclosure, the company shall not only investigate the responsibilities of the persons directly related to the major errors in the annual report information disclosure, but also the chairman, CEO (president) and Secretary of the board of directors shall bear the main responsibility for the authenticity, accuracy, completeness, timeliness and fairness of the annual report information disclosure; The chairman, Chief Executive Officer (president) and chief financial officer are mainly responsible for the authenticity, accuracy, integrity, timeliness and fairness of the company's financial report.
Article 13 the Securities Affairs Department of the company is the executive department for the accountability of major errors in the information disclosure of the company's annual report. It is responsible for collecting and summarizing the materials related to the accountability of major errors in the information disclosure of the annual report, investigating the causes of responsibility, identifying the responsibility, putting forward relevant treatment plans, reporting to the board of directors of the company, making the final treatment decision, and supervising the implementation of the treatment decision.
Article 14 before making the final decision, the board of directors shall listen to the opinions of the responsible person and protect his right to make statements and defend.
Article 15 If a staff member or director of the Securities Affairs Department of the company is suspected of making major errors in the information disclosure of the annual report, the staff member or director shall withdraw.
Article 16 form of responsibility:
(I) order to review and correct;
(II) circulate a notice of criticism;
(III) transfer, suspension, demotion and dismissal;
(IV) compensation for losses;
(V) terminate the labor contract;
(VI) other forms determined by the board of directors.
The above measures can be applied separately or in combination.
Article 17 under any of the following circumstances, a lighter, mitigated or exempted treatment shall be given:
(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 under any of the following circumstances, it shall be dealt with strictly:
(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 by other means;
(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.
Chapter IV supplementary provisions
Article 19 the accountability for major errors in information disclosure in quarterly reports and interim reports can be implemented with reference to the provisions of this system.
Article 20 in case of any matters not covered in this system or in conflict with relevant national laws, regulations, normative documents and the relevant provisions of the articles of association, the relevant national laws, regulations, normative documents and the relevant provisions of the articles of association shall prevail.
Article 21 the system shall come into force on the date when it is submitted to the board of directors for deliberation and approval, and shall be interpreted and revised by the board of directors of the company.
Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
