Konfoong Materials International Co.Ltd(300666)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as “the company”) strictly abided by 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”) and other laws, regulations, normative documents, the articles of association, rules of procedure of the board of supervisors and other rules and regulations, and was diligent and responsible in the principle of being responsible to shareholders and the company, Independently perform their duties, effectively supervise and inspect the company’s legal operation, production and operation, financial situation, major decision-making and the implementation of the company’s management system, and supervise the performance of the duties of the company’s directors and senior managers, so as to ensure the company’s legal and standardized operation and safeguard the interests of the company and shareholders. The report on the work of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors in 2021
(I) composition of the board of supervisors
In 2021, the board of supervisors of the company set up three supervisors, including one employee representative supervisor. The number and personnel composition of the board of supervisors met the requirements of relevant laws and regulations.
(II) meetings of the board of supervisors
In 2021, the board of supervisors held 12 meetings and considered 47 proposals. The convening and convening procedures of all previous meetings were in accordance with the articles of association, rules of procedure of the board of supervisors and other laws and regulations. The details are as follows:
1. On January 13, 2021, the third meeting of the third board of supervisors of the company was held, and the proposal on foreign investment and related party transactions was reviewed and adopted.
2. On February 23, 2021, the fourth meeting of the third session of the board of supervisors of the company was held, which considered and passed the proposal on adjusting the scheme of issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan of issuing convertible corporate bonds to unspecified objects (Revised Version), and the proposal on the company’s demonstration and analysis report of the scheme of issuing convertible corporate bonds to unspecified objects (Revised Version) Proposal on the company’s feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects (Revised Version), proposal on diluting the immediate return and filling measures by issuing convertible corporate bonds to unspecified objects and the commitment of relevant subjects to earnestly fulfill the filling return measures (Revised Version).
3. On April 15, 2021, the fifth meeting of the third session of the board of supervisors of the company was held, which deliberated and passed the proposal on the work report of the board of supervisors in 2020, the proposal on the report and summary of 2020, the proposal on the final financial statement report in 2020, the proposal on the profit distribution plan in 2020, the proposal on the self-evaluation report of internal control in 2020 The proposal on the special report on the deposit and use of raised funds in 2020, the proposal on the renewal of the audit institution in 2021, the proposal on the prediction of daily connected transactions in 2021, the proposal on the report of the first quarter of 2021, the proposal on the change of accounting policies and accounting estimates Proposal on the cancellation of stock options that have not been exercised at the expiration of the exercise period in the first stock option incentive plan, proposal on the cancellation of some granted stock options in the first stock option incentive plan, proposal on the achievement of exercise conditions in the second exercise period of stock options granted for the first time in the first stock option incentive plan, and proposal on the subsidy scheme for supervisors of the company. 4. On May 28, 2021, the sixth meeting of the third board of supervisors of the company was held, deliberated and passed the proposal on adjusting the exercise price of stock options granted for the first time in the first stock option incentive plan.
5. On August 9, 2021, the seventh meeting of the third board of supervisors of the company was held, which considered and passed the proposal on further clarifying the scheme of the company’s public issuance of convertible corporate bonds, the proposal on the listing of the company’s public issuance of convertible corporate bonds, and the proposal on opening a special account for the raised funds of convertible corporate bonds of the public development bank and signing a supervision agreement.
6. On August 18, 2021, the eighth meeting of the third board of supervisors of the company was held, and the proposal on foreign investment and related party transactions was considered and adopted.
7. On August 26, 2021, the ninth meeting of the third session of the board of supervisors of the company was held. The proposal on the full text and summary of the company’s 2021 semi annual report and the proposal on the special report on the deposit and use of the company’s 2021 semi annual raised funds were considered and adopted.
8. On September 1, 2021, the 10th meeting of the third board of supervisors of the company was held, which deliberated and passed the proposal on using the raised funds to increase capital and provide loans to wholly-owned subsidiaries, implementing raised investment projects and using the raised funds to replace the self raised funds invested in advance, and the proposal on using some idle raised funds to temporarily supplement working capital.
9. On September 29, 2021, the 11th meeting of the third board of supervisors of the company was held, and the proposal on increasing the forecast of daily connected transactions in 2021 was considered and adopted.
10. On October 27, 2021, the 12th meeting of the third board of supervisors of the company was held, and the proposal on the third quarter report of the company in 2021 was reviewed and passed.
11. On December 17, 2021, the 13th meeting of the third board of supervisors of the company was held, which considered and passed the proposal on the company meeting the conditions for issuing shares to specific objects, the proposal on the company’s plan for issuing shares to specific objects, the proposal on the company’s plan for issuing shares to specific objects, and the proposal on the company’s demonstration and analysis report on the plan for issuing shares to specific objects The proposal on the company’s feasibility analysis report on the use of funds raised by issuing shares to specific objects, the proposal on the company’s report on the use of funds raised in the previous time, the proposal on the company’s dilution of immediate return and filling measures and relevant principal commitments for issuing shares to specific objects, and the proposal on the company’s issuance of shares to specific objects to constitute related party transactions Proposal on signing a conditional effective share subscription agreement between the company and specific objects, proposal on requesting the general meeting of shareholders to authorize the board of directors and its authorized persons to fully handle matters related to the issuance of shares to specific objects, proposal on the company’s dividend return plan for shareholders in the next three years (20212023), proposal on giving up the priority of capital increase of holding subsidiaries and related party transactions. 12. On December 27, 2021, the 14th meeting of the third session of the board of supervisors of the company was held. The proposal on signing cooperation agreements and related party transactions, the proposal on the company’s phase II equity incentive plan (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company’s phase II equity incentive plan were considered and adopted Proposal on verifying the list of incentive objects of the company’s phase II equity incentive plan.
In 2021, the company’s supervisors also attended all previous meetings of the board of directors and the general meeting of shareholders in the form of on-site combined with communication, listened to the deliberation of various proposals at the meeting, understood the formation process of various important decisions of the company, timely grasped the company’s business performance, and supervised the convening, convening, voting procedures and implementation of resolutions of the board of directors and the general meeting of shareholders, ensuring the standardization of the company’s operation and management behavior, Effectively safeguard the interests of the company and all shareholders.
2、 Verification of the board of supervisors on relevant matters of the company in 2021
(I) legal operation of the company
In 2021, the board of supervisors conscientiously performed its duties in strict accordance with the relevant provisions of the company law, securities law, articles of association and other laws and regulations, supervised the standardized operation of the company, and considered that the company’s management systems were relatively sound and effectively implemented; The operation of the board of directors was standardized, the decision-making was reasonable and the procedures were legal, the resolutions of the general meeting of shareholders were seriously implemented, and the obligation of good faith was faithfully fulfilled; The board of directors and senior managers of the company perform their duties with due diligence, loyalty and diligence. When performing their duties, they do not violate laws, regulations, the articles of association or damage the interests of the company, and no illegal operation of the company is found.
(II) financial situation of the company
In 2021, in accordance with the articles of association, the rules of procedure of the board of supervisors and the requirements of various systems related to the company’s financial management, the board of supervisors inspected the company’s financial operation and considered that the company’s financial operation was standardized and in good financial condition, the preparation of the company’s financial report complied with the relevant provisions of the accounting standards for business enterprises and the accounting system for business enterprises, the company’s financial system was sound, and all systems were effectively implemented, The financial report can truly and objectively reflect the company’s financial situation and operating results.
(III) related party transactions of the company
In 2021, the board of supervisors supervised and verified the related party transactions of the company, and believed that the decision-making procedures of the related party transactions of the company during the reporting period were in line with the provisions of the company law, the securities law, the articles of association, the related party transaction decision-making system and other relevant laws, regulations and systems, the transaction price was fair and reasonable, and there was no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
(IV) use and management of the company’s raised funds
The board of supervisors inspected the use and management of the company’s raised funds in 2021 and believed that the company had established a raised funds management system and strictly followed the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the “Listing Rules”) The use and management of raised funds shall be carried out in accordance with the requirements of laws and regulations such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as “guidelines for self regulatory supervision No. 2”), the articles of Association and the management system of raised funds. During the reporting period, the company did not change the actual investment projects of the raised funds, the use of the raised funds was standardized, and there was no illegal use of the raised funds.
(V) external guarantee, equity and asset replacement of the company
In 2021, the board of supervisors checked the external guarantee of the company and believed that the decision-making procedures of the company’s external guarantee were in line with the company law, securities law, listing rules, self regulatory guidance No. 2 and other laws, regulations and normative documents, as well as the articles of association and other relevant provisions of the company’s internal management system. The external guarantee of the company does not damage the interests of the company and all shareholders, especially the minority shareholders. In 2021, the company had no equity and asset replacement.
(VI) internal control of the company
The board of supervisors reviewed the self-evaluation report of the company’s internal control in 2021, checked the construction and operation of the company’s internal control system, and believed that the company has established a relatively perfect internal control system and can be effectively implemented, which provides a reasonable guarantee for the legal compliance of the company’s operation and management, asset safety, the authenticity and integrity of financial reports and relevant information. The self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
(VII) management of insider information of the company
In 2021, the board of supervisors supervised and inspected the registration management of the company’s insiders, and believed that the company strictly implemented the relevant provisions and requirements of the insider registration system, controlled the scope of insiders according to the system, and truthfully, accurately, timely and completely filed the insiders of the company, In 2021, insiders did not use insider information to buy and sell shares of the company.
3、 Work prospect of the board of supervisors in 2022
The board of supervisors will continue to strictly abide by the requirements of the law of the people’s Republic of China on the raising and use of funds and the regulations of the people’s Republic of China No. 2 on the supervision of the company’s internal affairs, the regulations on the use of funds and the regulations of the people’s Republic of China No. 2 law of the people’s Republic of China No. 2 on the prudential supervision of the company’s Republic of China on the raising and trading of funds, the regulations on the use of funds and other important matters, and will continue to strictly abide by the requirements of the laws, Prevent the operation risk of the company; Strengthen communication with the board of directors and management, supervise the board of directors and senior managers according to law, and make their decision-making and business activities more standardized and legal; Strengthen the study of laws, regulations, normative documents and accounting and financial knowledge, broaden professional knowledge and improve business level, and give better play to the supervision function of the board of supervisors; Supervise and urge the improvement and effective operation of the internal control system, promote the improvement of the corporate governance structure and the standardized operation of operation and management, establish a good integrity image of the company, and earnestly safeguard the interests of the company, employees and shareholders.
Konfoong Materials International Co.Ltd(300666) board of supervisors April 25, 2022 (there is no text on this page, which is the signature page of all supervisors of Konfoong Materials International Co.Ltd(300666) 2021 annual work report of the board of supervisors)
Zhang Yingjun, Han Gang, Wang Yu
April 25, 2022
