Konfoong Materials International Co.Ltd(300666) independent director
Independent opinions on matters related to the 19th meeting of the third board of directors
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Konfoong Materials International Co.Ltd(300666) articles of association and the working system of independent directors, we, as independent directors of Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as the “company”), based on the principle of prudence and independent judgment, The independent opinions on the relevant matters of the 19th meeting of the third board of directors of the company are as follows: I. independent opinions on the adjustment of the company’s plan to issue shares to specific objects
1. This adjustment of the company’s stock issuance plan to specific objects is reasonable. The adjusted issuance plan and issuance plan (Revised Draft) comply with the provisions of laws, regulations and normative documents of China Securities Regulatory Commission on the issuance of shares by companies listed on GEM to specific objects, which is conducive to improving the company’s core competitiveness and sustainable profitability, It is in line with the long-term development objectives of the company and the interests of all shareholders, and there is no damage to the interests of minority shareholders. 2. The demonstration and analysis report of Konfoong Materials International Co.Ltd(300666) issuing shares to specific objects (Revised Version) prepared by the company comprehensively considers the industry and development stage, financing planning and financial situation of the company, and fully demonstrates the feasibility and necessity of this issuance, the rationality of the pricing principle, basis, method and procedure of this issuance, and the fairness of this issuance plan Rationality. The impact of this offering on the dilution of existing shareholders’ equity or immediate return and the filling measures comply with the provisions of relevant laws, regulations and normative documents.
3. The feasibility analysis report on the use of funds raised by Konfoong Materials International Co.Ltd(300666) issuing shares to specific objects (Revised Version) prepared by the company has fully analyzed and explained the background, necessity and feasibility of the investment project of the raised funds, which is conducive to investors’ comprehensive understanding of the issuance. 4. This issuance constitutes a related party transaction. When the board of directors of the company considered the relevant proposal on the adjustment of this issuance scheme, Mr. Yao Lijun, a related director, avoided voting. The convening and voting procedures of the meeting of the board of directors to review the adjustment of the issuance plan comply with laws, regulations, the articles of association and other relevant provisions.
To sum up, we agree with the adjustment of the company’s stock issuance plan to specific objects.
2、 Independent opinions on the company’s diluted immediate return and filling measures for issuing shares to specific objects and the commitments of relevant subjects (Revised Draft)
In accordance with the relevant provisions of normative documents such as the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market issued by the general office of the State Council and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC, and in combination with the actual situation of the company’s plan to adjust the issuance plan, The company will revise the diluted immediate return and filling measures of issuing shares to specific objects and the commitments of relevant subjects accordingly.
We believe that it is feasible for the company to issue shares to specific objects, dilute the immediate return and filling measures and relevant subject commitments (Revised Draft), It complies with the relevant provisions of the above normative documents such as the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investment in the capital market issued by the general office of the State Council and the guiding opinions on matters related to initial public offering and refinancing, major asset restructuring and dilution of immediate return issued by the CSRC, and conforms to the interests of the company and all shareholders
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Mr. Fei Weidong, Ms. Zhang Jie, Ms. Liu Xiu
March 2, 2022
