Konfoong Materials International Co.Ltd(300666)
2021 annual report of independent directors
Fei Weidong
As an independent director of Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020) Relevant laws and regulations such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on GEM, as well as relevant provisions and requirements such as the articles of association and the company’s working system for independent directors, faithfully performed the duties of independent directors, gave full play to the independent and professional role of independent directors, and safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings in 2021
1. Attendance and voting of the board of directors
In 2021, the company held 13 meetings of the board of directors. As an independent director of the third board of directors, I attended 13 meetings on time without being absent, entrusting others to attend or failing to attend the meeting in person for two consecutive times. Before the board meeting, in a rigorous and responsible attitude, I took the initiative to understand and obtain the information and materials required for making decisions, and communicated with relevant personnel. At the meeting, I listened carefully to and deliberated on each proposal and actively participated in the discussion. In my opinion, the convening and holding of the 2021 annual board meeting of the company complies with the legal procedures, and the relevant approval processes have been performed for major matters. The proposal of the board meeting does not harm the interests of all shareholders. Therefore, I have voted in favor of all the proposals considered at the 2021 board meeting. There is no objection, objection or waiver.
2. Attendance at the general meeting of shareholders of the company as nonvoting delegates
In 2021, the company held five general meetings of shareholders, and I attended five meetings as a nonvoting delegate.
2、 Giving prior approval opinions and independent opinions
In accordance with the articles of association, the company’s working system for independent directors and other relevant provisions of laws and regulations, my prior approval opinions and independent opinions on relevant matters of the company in 2021 are as follows:
1. On January 13, 2021, the third meeting of the third board of directors of the company was held. I gave my prior approval opinions and agreed independent opinions on the proposal on foreign investment and related party transactions.
2. On February 23, 2021, the fourth meeting of the third board of directors of the company was held. I responded to the proposal on adjusting the scheme of issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects (Revised Version), and the proposal on the company’s demonstration and analysis report on the scheme of issuing convertible corporate bonds to unspecified objects (Revised Version) The proposal on the feasibility analysis report on the use of funds raised by issuing convertible corporate bonds to unspecified objects (Revised Version) and the proposal on diluting the immediate return and filling measures of issuing convertible corporate bonds to unspecified objects and the commitment of relevant subjects to earnestly fulfill the filling return measures (Revised Version) expressed their agreed independent opinions.
3. On April 15, 2021, the fifth meeting of the third board of directors of the company was held. I gave my independent opinions of prior approval and consent to the proposal on renewing the appointment of the audit institution in 2021 and the proposal on the prediction of daily connected transactions in 2021, and the proposal on the profit distribution plan in 2020 and the proposal on the deposit and use of raised funds in 2020 The proposal on the self-evaluation report of internal control in 2020, the proposal on the occupation of funds by controlling shareholders and other related parties and external guarantees, the proposal on the change of accounting policies and accounting estimates, the proposal on the cancellation of stock options that have not been exercised at the expiration of the exercise period in the first phase of stock option incentive plan, the proposal on the cancellation of some granted stock options in the first phase of stock option incentive plan The proposal on the achievement of exercise conditions in the second exercise period of stock options first granted by the first stock option incentive plan and the proposal on the remuneration scheme of senior managers of the company issued independent opinions.
4. On May 28, 2021, the sixth meeting of the third board of directors of the company was held. I expressed my independent opinions on 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 directors of the company was held. I expressed my independent opinions on the proposal on further clarifying the scheme of the company’s public issuance of convertible corporate bonds and the proposal on the company’s issuance of convertible corporate bonds to unspecified objects.
6. On August 18, 2021, the 8th meeting of the third board of directors of the company was held. I gave my independent opinion of prior approval and consent to the proposal on foreign investment and related party transactions, and my independent opinion of consent to the proposal on providing guarantee for bank loans for wholly-owned subsidiaries.
7. On August 26, 2021, the ninth meeting of the third board of directors of the company was held. I gave my independent opinions on the occupation of funds by the controlling shareholders and other related parties in the half year of 2021, the external guarantee of the company in the half year of 2021, and the proposal on the deposit and use of raised funds in the half year of 2021.
8. On September 1, 2021, the 10th meeting of the third board of directors of the company was held. I expressed my independent opinions on the proposal on the company’s use of raised funds to increase capital and provide loans to wholly-owned subsidiaries, the implementation of raised investment projects and the use of raised funds to replace self raised funds in advance, and the proposal on the company’s use of some idle raised funds to temporarily supplement working capital.
9. On September 29, 2021, the 11th meeting of the third board of directors of the company was held. I gave my independent opinion of prior approval and consent to the proposal on increasing the forecast of daily connected transactions in 2021.
10. On December 17, 2021, the 14th meeting of the third board of directors of the company was held. I gave my prior approval opinions on matters related to the company’s issuance of shares to specific objects, the proposal that the company’s issuance of shares to specific objects constitutes related party transactions, and the proposal that the company sign a conditional stock subscription agreement with specific objects, The independent opinions of prior approval and consent were issued on the proposal on abandoning the priority subscription right for capital increase of holding subsidiaries and related party transactions, and on the proposal on the issuance of shares by the company to specific objects, the proposal on the report on the use of the company’s previously raised funds, the proposal on the diluted immediate return and filling measures of the company’s issuance of shares to specific objects and the commitments of relevant subjects The proposal on the company’s shareholder dividend return plan for the next three years (20212023) issued an independent opinion.
11. On December 27, 2021, the 15th meeting of the third board of directors of the company was held. I gave my independent opinions of prior approval and consent to the proposal on signing cooperation agreement and related party transactions, and my independent opinions of consent to the proposal on the company’s phase II equity incentive plan (Draft) and its summary, and the proposal on the scientificity and rationality of the indicators set in this equity incentive plan.
3、 Performance of special committees of the board of directors
1. I began to serve as the chairman of the nomination committee of the board of directors on December 18, 2020. In strict accordance with the articles of association, the implementation rules of the nomination committee of the board of directors and other relevant provisions, I actively performed the daily work responsibilities of the nomination committee, organized and held the meeting of the nomination committee, and played an active role in the selection and appointment of directors and senior managers of the company. In 2021, the company held a nomination committee meeting, and I attended the meeting on time.
2. I began to serve as a member of the strategy committee of the board of directors on December 18, 2020. In strict accordance with the articles of association, the implementation rules of the strategy committee of the board of directors and other relevant provisions, I have an in-depth understanding of the company’s operation, communicated with the company’s management on major investment decisions, put forward practical suggestions on the company’s operation, and promoted the sustainable and stable development of the company. In 2021, the company held 9 strategic committee meetings, and I attended all the meetings on time.
3. I began to serve as a member of the remuneration and appraisal committee of the board of directors on December 18, 2020. In strict accordance with the articles of association, the implementation rules of the remuneration and appraisal committee of the board of directors and other relevant provisions, I reviewed the performance of the directors, supervisors and senior managers of the company and conducted annual performance appraisal; Review the company’s director’s allowance scheme, the company’s supervisor’s allowance scheme and the company’s senior management’s salary scheme, offer suggestions for the construction of the company’s director, supervisor and senior management’s salary system, and further mobilize the work enthusiasm of the company’s management; Review the assessment form for the encouraged objects in the second exercise period of the first stock option incentive plan granted for the first time, the second equity incentive plan of the company (Draft) and its abstract, and the management measures for the implementation and assessment of the second equity incentive plan of the company, so as to further improve the long-term incentive mechanism of the company, attract and retain excellent talents, and effectively protect the interests of shareholders The interests of the company are combined with the personal interests of the core team. In 2021, the company held three salary and assessment committee meetings, and I attended all the meetings on time.
4、 On site investigation of the company
In 2021, I actively understood the company’s internal control, production and operation status, the use and management of raised funds, the implementation of resolutions of the board of directors, kept in close contact with other directors, supervisors and senior managers of the company, timely learned the progress of major issues of the company, always paid attention to industry trends and market changes, and actively put forward suggestions on the operation and management of the company.
5、 Other work done in protecting the rights and interests of investors
1. During the reporting period, I strictly performed the duties of independent directors, deeply understood the improvement and implementation of the company’s internal control system, the implementation of the resolutions of the board of directors, the company’s development strategy and the progress of investment projects, continued to pay attention to the company’s business development and governance, actively obtained various materials required for making decisions, and effectively performed the duties of independent directors; Attend the meetings of the board of directors of the company on time, use their own professional knowledge and industry experience to exercise their voting rights independently, objectively and fairly, and actively safeguard the legitimate rights and interests of investors. 2. Continue to pay attention to the company’s information disclosure and urge the company to improve the company’s information disclosure management system in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and other laws, administrative regulations, normative documents and the company’s information disclosure management system; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure. 6、 Training and learning
Since I became an independent director, I have always attached great importance to learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders, more comprehensively understanding the management systems of listed companies, and constantly improving my ability to perform my duties, Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, promote the company’s further standardized operation and strengthen the ability to protect the legitimate rights and interests of the company and investors.
7、 Other working conditions
1. There is no proposal to convene the board of directors;
2. No independent director proposed to dismiss the accounting firm;
3. There was no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to fulfill my duties, fulfill the duties of independent directors diligently, and provide more constructive suggestions for the future development of the company by using my professional knowledge and industry experience in strict accordance with laws, regulations, the articles of association and other relevant provisions and requirements; Actively participate in the discussion and deliberation of major matters of the company, provide reference opinions for the scientific decision-making of the board of directors, and give full play to the role of independent directors; Strengthen the supervision of the company’s operating conditions, promote the steady operation and standardized operation of the company, and safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
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Konfoong Materials International Co.Ltd(300666) independent director of the board of directors: Fei Weidong April 25, 2022
