Minsheng Securities Co., Ltd
About Quakesafe Technologies Co.Ltd(300767)
Verification opinions on self-evaluation report of internal control in 2021
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" or "sponsor") as a sponsor of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as " Quakesafe Technologies Co.Ltd(300767) " or "company") for initial public offering of shares, listing on GEM and issuing convertible corporate bonds to unspecified objects, according to the administrative measures for securities issuance and listing sponsor business The self-regulation guidelines of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self-regulation guidelines of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other relevant provisions have verified the self-evaluation report of internal control in Quakesafe Technologies Co.Ltd(300767) 2021. The verification results and opinions are as follows:
1、 Internal control evaluation
(I) evaluation scope of internal control
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. The main units included in the evaluation scope include Quakesafe Technologies Co.Ltd(300767) and its wholly-owned subsidiaries, namely Quakesafe Technologies Co.Ltd(300767) Xinjiang Co., Ltd., Hebei Zhen'an earthquake reduction and Isolation Technology Co., Ltd., Yunnan Zhen'an Architectural Design Co., Ltd., Beijing Zhen'an shock absorption technology Co., Ltd The total assets of Changzhou Green Electric Machinery Manufacturing Co., Ltd. and Quakesafe Technologies Co.Ltd(300767) (Shanghai) Co., Ltd. included in the evaluation scope account for 100% of the total assets in the company's consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company's consolidated financial statements.
The main businesses and matters included in the evaluation scope include: organizational structure, development strategy, social responsibility, human resources, research and development, quality management, sales business, procurement business, asset management, contract management, internal audit, information management, external guarantee, associated transaction, external investment management, use of raised funds, information disclosure, etc. The high risks mainly include: the scientificity of the company's organizational structure, internal organization design, the rationality of power and responsibility distribution, the efficiency and effect of operation management, the adequacy of scientific demonstration and demonstration of research projects, the effective transformation of research results and the integrity of intellectual property protection system, whether the establishment and improvement of the company's production and quality system meet the latest national, local and industrial requirements and the effectiveness of implementation, Whether the establishment and improvement of the internal control of the company's sales business meet the latest national, local and industrial requirements and the effectiveness of implementation, the income and risk of investment projects and the ability of post investment control of subsidiaries.
The above units, businesses and matters included in the evaluation scope and high-risk areas cover the main aspects of the company's operation and management, and there are no major omissions.
1. Organizational structure
In strict accordance with the company law of the people's Republic of China, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and other relevant laws and regulations, and in combination with the actual situation of the company, the company has continuously improved and standardized the organizational structure of the company's internal control to ensure the operation norms of the company's general meeting of shareholders, the board of directors, the board of supervisors and other institutions Operate effectively and safeguard the interests of investors and the company. The internal control organization of the company performs the functions of power organ, decision-making organ, supervision organ and executive organ respectively. Each organization performs its own duties and operates well.
(1) General meeting of shareholders
According to the description of the articles of association, the rights and obligations of the general meeting of shareholders of the company comply with the provisions of the company law and the securities law, and exercise their functions and powers in accordance with the law on major matters such as the company's business policy and investment plan, election and replacement of directors. The annual general meeting of shareholders shall be held once a year and within six months after the end of the previous fiscal year. Under the circumstances specified in the rules of procedure of the general meeting of shareholders of the company, an extraordinary general meeting of shareholders may be held.
(2) Board of directors
The board of directors is a standing body for the company's business decision-making. It is responsible for the general meeting of shareholders and exercises the authority to decide the company's business plan, investment and financing plan and the establishment of internal institutions according to law. The board of directors of the company is currently composed of nine members, including four independent directors. The general meeting of shareholders of the company authorizes the board of directors to be fully responsible for the operation and management of the company, which is the business decision-making center of the company.
(3) Board of supervisors
The board of supervisors is the company's permanent supervisory body, which supervises the board of directors, its members and senior managers. The board of supervisors of the company is composed of three members, including one employee supervisor. The board of supervisors is authorized by the general meeting of shareholders and is responsible for protecting the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. The board of supervisors shall be responsible for and report to the general meeting of shareholders.
(4) Subsidiaries of the board of directors
In order to further improve the corporate governance structure of the company, four special committees of strategy, nomination, audit, remuneration and assessment have been established under the board of directors, and the working rules of strategy committee, nomination committee, audit committee and remuneration and assessment committee have been formulated respectively.
Through self inspection in 2021, the company continuously improved and standardized the organizational structure of the company's internal control in strict accordance with the requirements of relevant laws and regulations, such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock exchange gem, so as to ensure the standardized and effective operation of the company's general meeting of shareholders, the board of directors, the board of supervisors and other institutions, Safeguarding the interests of investors and companies. The internal control organization of the company performs the functions of power organ, decision-making organ, supervision organ and executive organ respectively. Each organization performs its own duties and operates well.
2. Development strategy
The company establishes a strategy committee under the board of directors, which is responsible for studying and putting forward suggestions on major matters affecting the company's development, such as the company's long-term development strategic planning, investment and financing plan and capital operation, inspecting the implementation of the above matters, and completing other matters authorized by the board of directors.
After the listing of the company, the medium and long-term development strategy of the company is formulated according to the in-depth analysis of the external factors such as the macroeconomic trend outside China, the industry development trend, the national earthquake isolation and shock absorption industrial policy, market demand and industry market competition, as well as the actual situation of the company's development and internal resources. Through the top-down publicity through training, the company can form a consensus on the medium and long-term development strategy and ensure the achievement of the company's development strategy.
3. Social responsibility
Bearing in mind the mission of "scientific and technological innovation benefits the people", the company continues to uphold the core values of "customer-oriented and honest life", carry forward the enterprise spirit of "survival of the fittest, encourage" Lei Feng ", but never let Lei Feng suffer losses", and is committed to realizing the enterprise vision of "let Lbx Pharmacy Chain Joint Stock Company(603883) live in a safe house". While pursuing economic benefits, we will make every effort to ensure the contribution to society, pay attention to the safety of people's livelihood, and strive to practice the responsibility requirements of "corporate citizen" in daily business activities, so as to promote the harmonious development of enterprises and society.
The company actively undertakes various social and public responsibilities, strictly evaluates the environmental pollution, energy consumption, comprehensive utilization of resources, safe production, product safety and other problems brought to the society in the process of production and operation, formulates a series of indicators and studies corresponding improvement measures. The company continues to improve and perfect the construction of environmental protection system and strictly control the environmental quality. Centralized supply is adopted for energy utilization. Through the adoption of new technologies, new energy-saving processes and other measures, the utilization rate of resources is improved, the production cost of enterprises is reduced and the economic benefit is improved.
The company strictly abides by the requirements of relevant national laws and regulations. In order to fully implement the safety production responsibility system, the company continues to improve the emergency mechanism, establish the organization and early warning mechanism of emergency rescue, provide necessary material support, carry out emergency rescue and escape drills, and strengthen the emergency rescue coordination and linkage mechanism, joint disposal mechanism and other emergency rescue capabilities; At the same time, by strictly investigating potential safety hazards, implementing the safety production responsibility system at all levels, strengthening the treatment and rectification of potential safety hazards, carrying out various education and publicity and hidden danger rectification activities such as "monthly safety meeting", strengthening the effectiveness of fire safety drills, enhancing employees' awareness of safe production and other safety management measures, so as to ensure that the company can achieve safe production.
4. Human resources
The company strengthened the construction of human resources and gave full play to the important role of human resources in realizing the enterprise development strategy. While strictly abiding by the labor law, labor contract law, social insurance law and other relevant national laws and regulations, the company continued to improve and revise the relevant systems of human resources management and strictly implemented the relevant internal control systems according to the current development needs of the company.
In 2021, the company continued to strengthen the performance appraisal management and re sorted and evaluated the performance appraisal indicators of each business department, so as to make each performance indicator more appropriate to the business reality of each department and make the goal more clear and reasonable. At the same time, the company has also made innovations in training management, formulated corresponding training programs for employees, sales, new managers, reserve professionals, company management and other personnel at different levels, introduced new management and professional skills courses, comprehensively improved employees' management ability and professional skills, and paid full attention to talent training.
According to the self-examination in 2021, the company has basically formed a system of human resource management according to the development strategy, combined with the current situation of human resources and the future talent demand, and will further promote the talent reserve, training, talent echelon construction and strategic performance management of the expansion of the new plant, so as to make all human resources work from point to area, truly give full play to the role of the human resources department and realize the rational allocation of human resources.
5. Research and development
In order to promote the progress of Quakesafe Technologies Co.Ltd(300767) science and technology, further improve the competitive strength of enterprises under the condition of market economy, and promote the stable, sustainable, rapid and healthy development of enterprises, the company establishes a technical committee, formulates the management measures for Technical Committee, gives full play to the Advisory and auxiliary decision-making role of technical experts in enterprise technology management, promotion and application of new technologies and solving major key technical problems, and standardizes the application and application of research and development Implementation, acceptance, evaluation and other processes. Clarify the expenditure scope, standard and approval process of R & D expenditure, establish the human and property management mechanism corresponding to the R & D project, effectively monitor the progress of R & D project and reasonably evaluate the technical feasibility. With the promotion of the technical committee, the company's research work was carried out in a more orderly manner.
The company started the implementation of intellectual property standards, defined the existing technological development level, ensured the novelty of the company's R & D projects, identified competitors and partners, prepared and revised on the basis of the existing R & D and development application documents, introduced intellectual property retrieval and risk assessment, continued to implement the R & D cost management measures, further strengthened the creation, application, management and protection of the company's intellectual property rights, and increased the ability of independent innovation, Improve market competitiveness.
The company gave full play to the innovative leadership and technical support of key R & D platforms above the provincial and ministerial level, such as "Yunnan engineering structure seismic reduction and isolation Application Engineering Research Center", "Yunnan enterprise technology center", "Yunnan Engineering Seismic Research Center", "Yunnan seismic reduction and isolation technology R & D demonstration base", "prefabricated building industry base", carried out major key technology research in the field of seismic reduction and isolation, and achieved a series of achievements.
2021 through self-examination, the company's R & D work has strictly followed the laws, regulations and provisions of the state, industry, regulatory agencies and the company's system.
6. Quality management
The company always focuses on customers and strictly controls the process, product quality and service. In terms of quality management, the quality supervision department has been established to independently exercise the authority of quality management and be responsible for controlling the whole process of the company's products and services. Strict control is implemented for the procurement process, production and manufacturing process, quality inspection process, warehousing, logistics, after-sales service and other processes. Full time inspectors are trained and certified to ensure that the product quality meets the relevant national laws and regulations, system standards and customer requirements.
The company has established a quality management system, which meets the requirements of iso9 Dongrui Food Group Co.Ltd(001201) 5 standard. The whole process of product realization includes market research, contract review, design and development, outsourcing, production process, product release and after-sales service. The company has formulated the quality policy and quality objectives, decomposed the quality objectives layer by layer, and incorporated them into the performance appraisal, forming a corporate culture of quality first and active participation of all staff.
All employees of the quality supervision department have received quality awareness, iso9 Dongrui Food Group Co.Ltd(001201) 5 quality management system standards and on-the-job training, fully mastered the knowledge of quality management and fully possessed the ability of quality management. Equipped with a large testing machine for testing product performance indicators, the inspection and testing are carried out in strict accordance with national standards, industrial standards and local standards.
At present, the company has passed iso9 Dongrui Food Group Co.Ltd(001201) 5 quality management system, iso14 Dongrui Food Group Co.Ltd(001201) 5 environmental management system, iso45 Dongrui Food Group Co.Ltd(001201) 8 occupational health and safety management system, GB / t294902013 intellectual property management system and other management system certification, as well as CCPC transportation product certification and EU CE safety certification.
Through self inspection in 2021, the company's management systems continued to operate effectively. In terms of quality management, we have established and implemented quality objectives that meet the requirements of the quality management system, meet all requirements related to safety, effectiveness and quality control in production, and systematically implement them in the whole process of production, control, release, delivery and transportation, so as to ensure that the product quality and services provided meet relevant laws and regulations, system standards and customer requirements. At the same time, the company is actively promoting the transformation of automation equipment, reducing labor intensity, improving production efficiency, constantly optimizing resources and realizing the sustainable development of the company.
7. Sales business
The company adjusts the existing sales mode around the regulations on seismic management of construction projects issued by the state, and establishes working modes such as "group unit system" and "old with new" to promote personnel coordination and cooperation; Establish a linkage mechanism between sales and design, and provide professional and technical support according to local characteristics. Further organize relevant personnel to understand the new regulations and enhance the legal awareness of the company's employees.
The company adheres to strictly abide by laws and regulations and actively responds to national policies. Combined with its strong R & D and innovation ability and quality more important than Mount Tai, on the basis of the market competitiveness of cash products, the company has actively explored blank markets, explored new promotion modes, strengthened promotion efforts, established brand image and built a professional academic platform, realizing the breakthrough and progress of multiple functional sectors of the company. Focusing on the annual objectives and tasks assigned by the company, the sales business has strengthened leadership, strengthened management, implemented measures and paid close attention to supervision. All objectives and tasks have been well implemented and phased results have been achieved. In addition to the traditional market, breakthroughs have also been made in complete sets of technical services for vibration reduction and isolation in major projects such as LNG terminal and subway superstructure housing.
Through self inspection in 2021, the company's sales business has established a good reputation in
