Beijing Quanshi World Online Network Information Co.Ltd(002995) annual report information disclosure major error accountability system
April, 2002
catalogue
Chapter I General Provisions Chapter II identification and handling procedures of major accounting errors in financial reports Chapter III identification and handling procedures of major errors in information disclosure of other annual reports Chapter IV accountability for major errors in annual report information disclosure 6 Chapter V Supplementary Provisions eight
Chapter I General Provisions
Article 1 in order to further improve the standardized operation level of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as "the company"), increase the accountability of the person responsible for the disclosure of annual report information, improve the quality and transparency of annual report information disclosure, and enhance the authenticity, accuracy, integrity and timeliness of annual report information disclosure, 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 standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the "Listing Rules") and other laws and regulations This system is formulated in accordance with the provisions of normative documents, the Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association (hereinafter referred to as the "articles of association"), the Beijing Quanshi World Online Network Information Co.Ltd(002995) information disclosure management measures (hereinafter referred to as the "information disclosure management system") and 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:
(I) violating the provisions of the company law, the securities law, the accounting standards for business enterprises and other national laws and regulations, resulting in major errors or adverse effects in the information disclosure of the annual report;
(II) the disclosure of information in violation of the standards and guidelines of Shenzhen Stock Exchange or the issuance of relevant information in the annual report of Shenzhen Stock Exchange, resulting in material impact;
(III) violating the articles of association, this system and other internal control systems of the company, causing major errors or adverse effects in 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) major errors or adverse effects of annual report information disclosure caused by other personal reasons;
(VII) major errors in the information disclosure of other annual reports identified 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. When implementing accountability, the following principles shall be followed:
(I) the principles 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 identification and handling procedures of major accounting errors in financial reports
Article 6 recognition criteria for major accounting errors in financial reports: major accounting errors 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:
(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 the previous years have been corrected through the audit of Certified Public Accountants;
(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 8 the information disclosure to correct the errors in the financial information in the periodic reports that have been publicly disclosed in the previous period shall comply with the standards for the contents and forms of information disclosure by companies that offer securities to the public No. 2 - Contents and forms of annual reports The relevant provisions of the standards for the content and format of information disclosure by companies offering securities to the public No. 3 - the content and format of semi annual report, the rules for the preparation of information disclosure by companies offering securities to the public No. 19 - correction and related disclosure of financial information and the Listing Rules of Shenzhen stock exchange shall be implemented.
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 prepare 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 responsibility for major accounting errors. After that, the internal audit department shall submit it to the audit committee of the board of directors for deliberation and copy it 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:
(I) 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, accounting estimates or accounting error corrections are not disclosed as required;
(2) Major errors that meet the standards listed in items (I) to (IV) of Article 7;
(3) Guarantee involving more than 1% of the latest audited net assets of the company or any guarantee provided to shareholders, actual controllers or their affiliates;
(4) Other contingencies involving more than 10% of the latest audited net assets of the company;
(5) Other major matters that are sufficient to affect the correct judgment of the users of the annual report.
(II) 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) Any 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) Users of the annual report can make correct judgments on other important matters.
Article 11 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 circumstances:
Originally 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 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 relevant periodic reports reaches more than 20%, it is recognized that there are significant differences in 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 internal 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.
Chapter IV accountability for major errors in annual report information disclosure
Article 15 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 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 the information disclosed.
Article 16 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 investigate the responsibilities of the relevant responsible persons.
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, report to the board of directors, and the board of directors shall investigate the responsibilities of relevant responsible persons.
Article 17 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 18. 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 considered by the board of directors to be lighter, mitigated or exempted.
Article 19 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 20 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;
(III) transfer, suspension, demotion and dismissal;
(IV) compensation for losses;
(V) terminate the labor contract.
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.
Article 21 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 22 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 V supplementary provisions
Article 23 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 24 matters not covered in this system shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict with the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall prevail.
Article 25 the system shall be interpreted and revised by the board of directors of the company. The system shall come into force from the date of deliberation and approval by the board of directors of the company.
Beijing Quanshi World Online Network Information Co.Ltd(002995) April 2022
