Xiangcai Securities Co., Ltd
About Xuchang Ketop Testing Research Institute Co.Ltd(003008)
On site inspection report of continuous supervision in 2021
Name of Sponsor: Xiangcai Securities Co., Ltd. abbreviation of the sponsor: Xuchang Ketop Testing Research Institute Co.Ltd(003008)
Name of sponsor representative: Wu Xiaoping Tel.: 02168634518
Name of sponsor representative: Zhao Wei Tel: 02168634518
Name of on-site inspector: Wu Xiaoping, Zhao Wei
Corresponding period of on-site inspection: January 1, 2021 – December 31, 2021
On site inspection time: March 22, 2021 to March 26, 2021; September 15, 2021 to September 16, 2021; March 29, 2022 to March 30, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is not applicable
On site inspection means: (1) consult the articles of association and various rules and regulations; (2) Consult the materials of the third meeting of the company, information disclosure documents and other relevant documents; (3) Communicate with the company’s management to understand the implementation of the company’s basic systems, the diligence and changes of the company’s directors, supervisors and senior managers in performing their duties, and the shareholding of shareholders holding more than 5% of the company’s shares and their compliance with relevant laws and regulations; (4) Obtain the company’s regular reports and internal control system, communicate with the company’s management, and understand whether there are situations affecting the independence of the company and its affiliated enterprises in terms of personnel, assets, finance, institutions, business, etc; Understand whether the company has violations such as horizontal competition and obviously unfair related party transactions. 1. Whether the articles of association and corporate governance system are complete and √ compliant 2 Whether the articles of association and the rules of the three sessions have been effectively implemented √ 3 Whether the minutes of the third meeting are complete, whether the time, place, attendees and meeting contents are complete, √ whether the meeting materials are kept completely 4 Whether the resolutions of the third meeting are signed and confirmed by the relevant √ personnel attending the meeting 5 Whether the directors, supervisors and senior managers of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, normative documents and relevant business rules of the exchange
6. If there is a major change in the company’s directors, supervisors and senior management, whether to implement √
Corresponding procedures and information disclosure obligations have been implemented 7 If the controlling shareholder or actual controller of the company
Change, whether corresponding procedures and information disclosure have been performed √
obligation
8. Whether the company’s personnel, assets, finance, organization and business are independent
9. Whether the company does not √ with the controlling shareholder and actual controller
There is horizontal competition (II) on-site inspection means of internal control: (1) check the latest internal control system of the company; (2) Consult the company’s internal audit rules, internal audit work plans, work reports and other materials issued by the internal audit department; (3) Access to the meeting materials of the Audit Committee; (4) Learn about the work of the company’s internal audit department from relevant personnel of the company. 1. Whether the internal audit system is established in accordance with relevant regulations √ and the internal audit department is established (if applicable) 2 Whether to establish internal audit system and internal audit department within 6 months after stock listing (if applicable) Internal audit department and audit committee personnel √ compliance (if applicable) 4 Whether the audit committee holds a meeting at least once a quarter to review the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports to the board of directors at least once a quarter on the progress and quality of internal audit and major problems found (if applicable) 6 Whether the internal audit department reports the implementation of the internal audit work plan and the problems found in the internal audit work to the audit committee at least quarterly (if applicable) 7 Does the internal audit department audit the storage and use of raised funds at least once a quarter √ (if applicable) 8 Whether the internal audit department submits the annual internal audit work plan (if applicable) to the audit committee two months before the end of each fiscal year 9 Whether the internal audit department submits an annual √ internal audit report to the audit committee within two months after the end of each fiscal year (if applicable) 10 Whether the internal audit department submits an internal control evaluation report to the audit committee at least once a year (if √ applicable) 11 Whether a complete and compliant internal √ note 1 control degree has been established for matters such as venture capital, entrusted financial management and hedging business
Note 1: the company has established a complete and compliant internal control system related to venture capital, entrusted financial management and hedging business, but the company did not have venture capital, entrusted financial management and hedging business in 2021. (III) on site inspection means of information disclosure: (1) consult the company’s information disclosure management system; (2) Consult the company’s information disclosure documents; (3) Learn about the company’s information disclosure from relevant personnel of the company. 1. Whether the announcement disclosed by the company is consistent with the actual situation
2. Whether the contents disclosed by the company are complete √
3. Whether the disclosed matters of the company have not changed significantly √ or made important progress 4 Whether there are no major √ events that should be disclosed but not disclosed 5 Whether the transmission, disclosure process and confidentiality of major information comply with the relevant provisions of the company’s information disclosure management system 6 Whether the investor relations activity record form is published on the interactive website of this √ exchange in time (Ⅳ) on-site inspection means for the establishment and implementation of the long-term mechanism to protect the interests of the company from infringement: (1) obtain the internal control system, external guarantee system and other internal control systems of the company’s connected transactions; (2) Consult the company’s regular reports, temporary announcements and details of related party transactions, and consult the internal review materials of related party transactions; (3) Understand the legal compliance of the company’s related party transactions and external guarantees from the personnel of relevant departments of the company. 1. Whether a system has been established to prevent controlling shareholders, actual controllers and their affiliates from directly or indirectly occupying the funds or other resources of the listed √ company 2 Whether the controlling shareholders, actual controllers and their affiliates do not directly or indirectly occupy √ funds or other resources of the listed company 3 Whether the review procedures of related party transactions are compliant and fulfill √ the corresponding information disclosure obligations
4. Whether the price of related party transactions is fair √
5. Whether there is no case of non affiliated transactions √
6. Whether the external guarantee review procedure is compliant and fulfilled √
Corresponding information disclosure obligations
7. Whether the guaranteed party has no deterioration of financial condition, √
Failure to pay off the guaranteed debt at maturity, etc
8. If the guaranteed debt continues to be guaranteed after maturity,
Whether the corresponding approval procedures and procedures have been performed again √
Disclosure obligation (V) on site inspection means for the use of raised funds: (1) check the company’s raised funds account and raised funds statement; (2) Obtain the company’s fund-raising management system; (3) Check the tripartite supervision agreement of raised funds; (4) Review the relevant information disclosure documents on the use of the company’s raised funds; (5) Obtain the documents of three meetings related to the cash management of raised funds; (6) Learn about the compliance of the use of raised funds from relevant personnel of the company.
1. Whether to sign √ tripartite supervision agreement within one month after the raised funds are in place 2 Whether the tripartite supervision agreement on raised funds is effectively implemented √ 3 Whether the raised funds are not occupied by a third party or entrusted financial management in violation of √ regulations 4 Whether there are no situations such as changing the purpose of raised funds, temporarily replenishing working capital, changing √ for advance investment, changing the implementation location, etc. without fulfilling the review procedures 5 Use idle raised funds to supplement working capital temporarily and change the investment direction of raised funds to permanent supplement
Working capital or use over raised capital to supplement working capital √
6. Whether the company has not made venture capital investment during the commitment period in case of capital or repayment of bank loans Is the use of raised funds consistent with the disclosed situation
To, whether the project progress and investment benefit are consistent with the prospectus √ note 2
The instructions are consistent with 7 Whether there are no √ major risks during the implementation of the raised funds project note 2: according to the company’s investment plan, the “R & D center construction project” will invest 616483 million yuan, 434503 million yuan and 470503 million yuan in the first, second and third years respectively. As of December 31, 2021, the cumulative investment of “R & D center construction project” is 16.047 million yuan, which is more than 30% different from the above-mentioned investment plan of raised funds. Affected by the macro factors of the industry, covid-19 epidemic and other factors, the investment progress of “R & D center construction project” is less than expected. In the coming years, the company will make timely and scientific investment plans in combination with the actual needs of the project. (VI) on site inspection means of performance: (1) consult the company’s regular reports; (2) Consult the periodic reports of Listed Companies in the same industry; (3) Learn about the company’s financial situation from the company’s management.
1. Whether there are significant fluctuations in performance √ note 3
2. Whether there is a reasonable explanation for the sharp fluctuation of performance √
3. Compared with comparable companies in the same industry, the company’s performance is √ no obvious abnormality. Note 3: judgment basis: according to the periodic reports disclosed by the company, the company realized an income of 1438954 million yuan in 2021, a year-on-year change of – 13.05%; In 2021, the company realized a net profit of 537138 million yuan, a year-on-year change of – 21.42%. (VII) on site inspection means for the performance of commitments of the company and shareholders: check the commitments made by the company and shareholders, directors, supervisors and senior managers and relevant information disclosure documents, and check the performance of commitments.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
(VIII) on site inspection means for other important matters: (1) consult the articles of association and information disclosure documents; (2) Check the company’s major contracts and large capital payment records; (3) Communicate with the company’s management to understand the implementation of major contracts of the company. 1. Whether the cash dividend system has been fully implemented and disclosed as √
2. Whether the external financial assistance is legal and compliant, and √
Truthful disclosure 3 Whether there is a real transaction background and reasonable reasons for large capital transactions 4 Yes √ no major changes or risks in the process of major investment or performance of major contracts 5 Is there no significant change or risk in the company’s production and operation environment
6. In the early stage, regulators and sponsors found that the company had √
Whether the problems in have been rectified according to relevant requirements II. Problems found in on-site inspection and description
None.
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(there is no text on this page, which is the signature page of Xiangcai Securities Co., Ltd. on the on-site inspection report of continuous supervision in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021)
Sponsor representative:
Wu Xiaoping, Zhao Wei
Xiangcai Securities Co., Ltd
