Zhongtian Guofu Securities Co., Ltd
About Shenzhen Minkave Technology Co.Ltd(300506)
Verification opinions on self-evaluation report of internal control in 2021
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu” and “sponsor”) is the sponsor of Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as ” Shenzhen Minkave Technology Co.Ltd(300506) ,” company “and” issuer “) to issue shares to specific objects through simple procedures, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the internal control of Shenzhen Minkave Technology Co.Ltd(300506) 2021 was verified. The relevant verification conditions and verification opinions are as follows:
1、 Evaluation conclusion of the company’s internal control
According to the identification of major defects in the company’s internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of Directors believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
2、 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: Lu’an Shenzhen Minkave Technology Co.Ltd(300506) Photoelectric Technology Co., Ltd., Mingjiang Zhihui Construction Development Co., Ltd., Qingyuan Shenzhen Minkave Technology Co.Ltd(300506) Photoelectric Technology Co., Ltd., Anhui Tianheng Environmental Art Engineering Co., Ltd., Beijing Dahua Shenyou light and shadow Technology Development Co., Ltd., Anhui Ruixiang photoelectric Technology Co., Ltd., Liaoning Feile innovative energy-saving technology Co., Ltd Liaoning Shenbei intelligent street lamp Construction Management Co., Ltd., Mingjiang Zhihui (Zhongshan) Technology Co., Ltd., Anhui Shenzhen Minkave Technology Co.Ltd(300506) Industrial Park Development Management Co., Ltd.
The total assets of the above units 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 operations and matters included in the scope of evaluation include:
(1) Corporate development, corporate culture, corporate governance and corporate responsibility;
(2) Business process level of the company: fund raising and use (including self owned funds and raised funds), procurement and payment, sales and collection, production process and cost control, asset management, foreign investment, related party transactions, external guarantee, information disclosure, contract management and engineering projects. The high-risk areas of focus mainly include: fund raising and use (including raised funds and self owned + funds), procurement and payment, sales and collection, asset management, foreign investment, related party transactions, foreign guarantee, information disclosure, etc.
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.
（2） Internal control system of the company
In accordance with the relevant provisions of the company law and Shenzhen Minkave Technology Co.Ltd(300506) articles of Association (hereinafter referred to as the articles of association), the company has established a perfect and standardized corporate governance structure and independent internal management control system, and formulated rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors and other systems. The general meeting of shareholders, the board of directors and the board of supervisors exercise their respective functions and powers according to law. Through the formulation and implementation of the system, they have made great progress in improving the corporate governance structure, improving the company’s own quality and standardizing the company’s daily operation. The main internal control systems of the company are as follows:
1. The rules of procedure of the general meeting of shareholders of the company. In order to standardize the company’s behavior and ensure that the general meeting of shareholders exercises its functions and powers according to law, these rules are formulated in accordance with the company law and other laws, regulations, normative documents and the articles of association. The rules of procedure of the general meeting of shareholders of the company have made clear provisions on the functions and powers of the general meeting of shareholders, the convening method of the general meeting of shareholders, the convening, proposal, notice and change of the general meeting of shareholders, the attendance and registration of the meeting, the convening, voting and resolution of the meeting, the avoidance and voting of shareholders in connected transactions, the minutes of the general meeting of shareholders and the implementation of resolutions, so as to ensure the standardized operation of the general meeting of shareholders of the company.
2. Rules of procedure of the board of directors of the company. In order to further standardize the discussion methods and decision-making procedures of the company’s board of directors, promote the directors and the board of directors to effectively perform their duties, and improve the standard operation and scientific decision-making level of the board of directors, these rules are formulated in accordance with the provisions of the company law and other laws, regulations, other normative documents and the articles of association. The rules of procedure of the board of directors of the company have made clear provisions on the qualifications of directors and independent directors, the composition and powers of the board of directors, special committees of the board of directors, the convening of board meetings, proposals, decision-making procedures, resolutions, meeting minutes, implementation and feedback of resolutions, so as to ensure the standardized operation of the board of directors of the company.
3. Rules of procedure of the board of supervisors of the company. These rules of procedure are formulated in accordance with the company law and the articles of association in order to ensure that the board of supervisors can independently exercise its supervision power according to law, ensure the efficient and standardized operation and scientific decision-making of the board of supervisors, and improve the corporate governance structure. The rules of procedure of the board of supervisors of the company have made clear provisions on the qualifications, rights and obligations of supervisors, the composition, functions and powers of the board of supervisors, the convening method of the meeting, discussion procedures, resolutions, meeting minutes, the implementation and feedback of the resolutions of the board of supervisors, so as to ensure the standardized operation of the board of supervisors of the company.
4. The working rules of the president of the company. In order to improve and standardize the work of the president of the company and the discussion and decision-making procedures of the president’s working meeting, ensure the smooth progress of the company’s operation and management, and further improve the corporate governance structure of the company, these rules are formulated in accordance with the company law and other laws and regulations and the relevant provisions of the articles of association. There are nine chapters and forty-two articles in the working rules of the president of the company, which clearly stipulates the functions, duties and obligations of the president of the company, the functions, duties and obligations of other senior managers, appointment and dismissal, so as to ensure that the president of the company exercises the functions and powers of the company according to law and protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement.
5. The company’s internal financial control management system. In order to establish a financial system that meets the company’s management requirements, strengthen financial management and internal control, clarify economic responsibilities, standardize the financial behavior of the company and its subordinate units, and safeguard the legitimate rights and interests of shareholders, creditors and the company, the company’s financial management system is formulated in accordance with the provisions of enterprise accounting standards issued by the Ministry of Finance and in combination with the specific situation of the company. Its contents standardize the planning, control, accounting, analysis and assessment of the company’s financial revenue and expenditure, establish and improve the financial accounting system, truly and completely provide the company’s accounting information, and ensure the authenticity and reliability of the financial data in the periodic report.
6. The company’s human resource management system. According to the labor law and other relevant laws and regulations and the needs of enterprise development, the company has implemented the full staff labor contract system; Introduce talents needed by the enterprise through open recruitment or internal recommendation; The salary system of the company is mainly the internal skill distribution system.
In accordance with national and local regulations, a security fund has been established for individual employees and a social pooling insurance fund has been paid.
7. The company’s internal audit system. In order to strengthen the management of the company’s internal audit work, improve the quality of the audit work, and realize the standardization and standardization of the company’s internal audit work, in accordance with the Audit Law of the people’s Republic of China, the provisions on internal audit work and other laws and regulations, as well as the relevant provisions of the articles of association, and in combination with the actual situation of the company, the internal audit system has been formulated, and the accounting accounts and related assets have been verified regularly and irregularly according to law, Strengthen internal management and supervision, promote clean government construction, and safeguard the legitimate rights and interests of the company. 8. The company’s construction management system. In order to comprehensively command, coordinate and control the progress, quality, cost control, safety, cooperation and civilized construction in the process of project construction, and make the project site management standardized and efficient, the company has formulated the construction management system to ensure the smooth commencement of the project and the normal progress of construction activities.
9. Technical management system of the company. The company formulates the technical management system, which stipulates the joint review of drawings, technical disclosure, project negotiation and technical file management, so as to ensure that the operators of various types of work cooperate with each other, quickly and comprehensively master the contents and requirements of drawings, find and correct the errors and omissions in drawings, and negotiate and correct the design contents that are not convenient for construction, so as to ensure the perfect completion of the project.
10. The company’s safety production management system. In order to strengthen the safety management of the company, a complete set of systems such as safety production management system, safety production education and training system, construction safety inspection system and safety accident emergency rescue system have been formulated to take safety production as the top priority of the company and implement safety technical measures to ensure safety production.
11. The company’s administrative management system. The company has formulated the administrative management system to standardize the daily administrative work, such as meeting management system, enterprise computer management system, seal use and custody management system and other specific provisions, so as to effectively ensure the normal and orderly development of the company’s daily work.
（3） Control environment
1. Construction of corporate governance structure
In accordance with the requirements of the company law and relevant documents of the China Securities Regulatory Commission, the company has established the general meeting of shareholders, the board of directors, the board of supervisors and the management under the leadership of the board of directors, appointed three independent directors in accordance with the requirements of relevant regulations, formed the basic framework of the corporate governance structure, and defined the general meeting of shareholders and shareholders, the board of directors and directors, the board of supervisors and supervisors Responsibilities in internal control including management and senior management;
The rules of procedure of the meeting, the working rules of the president and the working rules of the Secretary of the board of directors clarify the terms of reference, rules of procedure and decision-making mechanism of the general meeting of shareholders, the board of directors, the board of supervisors and the management;
The Secretary of the board of directors and the financial director of the company shall be responsible for supervising the legality of the general meeting of the company and the performance of the rights and interests of the company’s shareholders, the financial director and the senior manager, and shall be responsible for maintaining the legitimacy of the company’s general meeting. In order to effectively perform the supervision function, the board of supervisors of the company attended every meeting of the board of directors as nonvoting delegates, and made in-depth discussions, opinions and resolutions on matters falling within the scope of responsibilities of the board of supervisors. The board of supervisors can give full play to its supervision efficiency, ensure that the company’s financial activities meet the requirements of laws and regulations, and urge the company’s directors and senior managers to earnestly perform their obligations of integrity and diligence.
2. Organization
The company has established an organizational structure that meets the needs of the company’s business scale and operation and management in accordance with the provisions of national laws and regulations and the requirements of regulatory authorities; Follow the principles of mutual supervision, mutual restriction and coordinated operation to set up departments and posts.
3. The separation between the company and the controller in terms of business, assets, personnel, institutions and Finance:
(1) Independence of business and assets of the company
The property right relationship between the company and the actual controller is clear; The company owns real estate, trademarks, patents and other assets independent of the actual controller; The company has independent procurement, engineering construction and branch management systems. The procurement, engineering construction and acceptance of main materials shall be carried out independently.
By the end of the reporting period, the company had no funds, assets and other resources occupied by the controller. The company has a procurement, engineering construction and sales system independent of the controlling shareholder, and has operating assets required for complete design and decoration.
(2) Independence of institutions and personnel
The company organization is independent of the actual controller. The corporate governance structure is sound, and the relationship between responsibilities, rights and interests is clear. The company has independent production, operation and office space, and there is no situation of mixed operation and joint office with controlling shareholders, actual controllers and other enterprises under their control, and there is no situation of shareholder units and other affiliated units or individuals interfering with the establishment of the company’s organization. There is no superior subordinate relationship between the functional departments of the shareholder unit and the functional departments of the company, and there is no direct intervention by the shareholder unit in the production and operation activities of the company.
The company’s personnel are independent of the actual controller. The company’s president, executive president, vice president, chief financial officer, Secretary of the board of directors and other senior managers work full-time in the company and receive remuneration in the company, and do not concurrently hold positions other than directors and supervisors in the controller. The nomination of candidates for directors, supervisors and managers shall be carried out in strict accordance with the articles of association, and there is no case that major shareholders make personnel appointment and removal decisions beyond the authority of the board of directors and the general meeting of shareholders. (3) Financial independence
The company has an independent financial department with full-time personnel, established an independent accounting system and financial management system, made independent financial decisions and implemented a strict internal audit system. The company opened an independent account in the bank and did not share the bank account with the shareholder unit or any other unit or individual. The company shall handle tax registration independently and pay taxes independently according to law. The company does not have monetary funds or other assets occupied by shareholder units or other related parties.
4. Human resources
The remuneration and assessment committee of the board of directors, a special working organization established by the board of directors of the company, is mainly responsible for formulating and reviewing the remuneration scheme and assessment standards of the directors and senior managers of the company. The committee is directly responsible to the board of directors of the company. The company has established an enterprise organization and human resource management system to clearly define the responsibilities of each functional department of the company, employee employment, probation, appointment and removal, post transfer, dismissal, handover, reward and punishment and other matters, so as to ensure that relevant personnel are competent; Develop and implement talent training programs to ensure that managers and all employees can effectively perform their duties; The company’s existing human resources policies can basically ensure the stability of human resources and the demand for human resources of all departments of the company.
（4） Control activities
1. Sales and collection
The company has made clear provisions on all links involving sales and collection, such as participation in bidding, customer negotiation, customer return visit, construction site management, advance payment management, signing of project contract, management of project contract, follow-up of construction progress, collection during construction, project acceptance, after-sales service, etc; The management regulations and process control for sales and collection established by the company ensure that the company can effectively explore the market and provide services to customers at reasonable prices and expenses, which is conducive to the company to effectively organize engineering construction and other activities in various regions, and ensure the correctness, integrity and safety of accounts receivable records while improving the efficiency of engineering construction. During the reporting period, the departments and personnel involved in sales and collection can carry out business operations in strict accordance with the provisions of relevant management systems, and the control measures of each link can be effectively implemented.
2. Purchase
The company has formulated the procurement management system, which defines the functions of the procurement department, procurement process management, supplier evaluation methods, accounts payable management and other management systems, defines the functions of the procurement department and procurement personnel, specifies the specific process of material procurement, supervises the purchase price of materials in many aspects, and evaluates and selects suppliers in combination with the company’s procurement management specifications.
Implement the formulation of procurement plan
