Konfoong Materials International Co.Ltd(300666) independent director
Independent opinions on matters related to the 21st Meeting of the third board of directors
According to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, guidance on the establishment of independent director system in listed companies and other laws, regulations and normative documents, as well as the relevant provisions of Konfoong Materials International Co.Ltd(300666) articles of association and Konfoong Materials International Co.Ltd(300666) independent director working system, As an independent director of Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as “the company”), based on the independent, objective and cautious position and careful review of relevant materials, we hereby express independent opinions on the relevant matters of the 21st Meeting of the third board of directors of the company as follows:
1、 Independent opinions on 2021 profit distribution plan
After review, we believe that the company’s profit distribution plan for 2021 comprehensively considers the company’s current share capital scale, operating performance, development prospects and future development needs. The content of the plan matches the growth of the company’s performance, fully considers the reasonable demands of the majority of investors, and is conducive to all shareholders to share the operating results of the company’s development. The plan is consistent with the guidance of the China Securities Regulatory Commission on encouraging cash dividends of listed companies, conforms to the profit distribution policy, profit distribution plan and dividend commitment determined by the company, and has legitimacy, compliance and rationality. Therefore, we agree to the 2021 profit distribution plan formulated by the company and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the deposit and use of raised funds in 2021
After examination, we believe that the deposit and use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the management and use of raised funds of listed companies, comply with the relevant provisions of the company’s raised funds management system, and there is no violation of the deposit and use of raised funds; The company’s disclosure of the actual storage and use of the raised funds to the majority of investors is true, accurate and complete, and there are no false records, misleading statements or major omissions. We unanimously agreed to submit the proposal on the special report on the deposit and use of raised funds in 2021 to the 2021 annual general meeting of shareholders for deliberation. 3、 Independent opinions on the renewal of accounting firm
After review, we believe that Lixin Certified Public Accountants (special general partnership) adheres to an independent, objective and fair attitude in the process of practice, showing good professional norms and spirit. We agree to renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s auditor in 2022 for one year, and agree to submit this matter to the company’s 2021 annual general meeting for deliberation.
4、 Independent opinions on the prediction of daily connected transactions in 2022
After verification, we believe that the company’s daily connected transactions in 2022 are required by the company’s daily business activities and belong to normal commercial transactions. The connected transactions follow the principles of openness, fairness and impartiality. The pricing of connected transactions is determined through negotiation on the basis of fair transactions, the price is fair and reasonable, the principle of fair market transactions is followed, and the approval procedures specified in laws and regulations and the articles of association have been fulfilled, It does not harm the interests of minority shareholders and will not affect the business independence of listed companies. Therefore, we unanimously agree to submit the proposal on the prediction of daily connected transactions in 2022 to the 2021 annual general meeting of shareholders for deliberation.
5、 Independent opinion on self-evaluation report of internal control in 2021
After review, we believe that the self-evaluation report on internal control in 2021 truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system. The company has established a sound internal control system, which meets the requirements of relevant laws and regulations of the company during the current reporting period, and meets the requirements of relevant laws and regulations of the company. The company strictly implements the internal control system and there are no violations. The company’s internal control over related party transactions, use of raised funds, information disclosure and other matters is strict, sufficient and effective, which plays an effective role in controlling and supervising the company’s production, operation and management, and ensures the normal operation and management of the company. Therefore, we unanimously agree to submit the 2021 annual internal control self-evaluation report to the 2021 annual general meeting of shareholders for deliberation.
6、 Special instructions and independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties
After review, we have issued the following special instructions and independent opinions on matters related to the occupation of funds and external guarantees by controlling shareholders and other related parties during the reporting period of the company (January 1, 2021 to December 31, 2021):
1. Funds occupied by controlling shareholders and other related parties of the company
During the reporting period, there was no illegal occupation of the company’s funds by controlling shareholders and other related parties, and there was no illegal occupation of the company’s funds by controlling shareholders and other related parties that occurred in previous years but continued to the reporting period.
2. External guarantee of the company
During the reporting period, the company did not provide illegal external guarantees for controlling shareholders and other related parties. As of December 31, 2021, the accumulated external guarantee balance of the company and its holding subsidiaries (including wholly-owned subsidiaries) is RMB 0. During the reporting period, the company has performed the necessary examination and approval procedures in strict accordance with relevant laws and regulations, the articles of association, the external guarantee management system and other relevant provisions, and fulfilled the relevant information disclosure obligations. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
7、 Independent opinions on the cancellation of stock options that have not been exercised at the expiration of the exercise period of the first stock option incentive plan
After verification, since the first stock option incentive plan of the company granted stock options for the first time and the second exercise period expired on April 1, 2022, and five incentive objects failed to exercise their rights at the expiration of the exercise period, the company cancelled a total of 87000 stock options that had not been exercised at the expiration of the exercise period according to the measures for the administration of equity incentives of listed companies and the first stock option incentive plan of the company.
We believe that the cancellation of stock options that have not been exercised at the expiration of the exercise period complies with the relevant provisions of relevant laws, regulations and normative documents, and the decision-making procedures are legal and compliant, which will not affect the sustainable development of the company or damage the interests of the company and all shareholders. Therefore, we agree to cancel the stock options that have not been exercised at the expiration of the exercise period.
8、 Independent opinions on the cancellation of some granted stock options in the first phase of stock option incentive plan
After verification, in view of the resignation of one incentive object, which has not met the incentive conditions, according to the measures for the administration of equity incentive of listed companies, the company’s first stock option incentive plan and other relevant regulations, the company cancelled a total of 15000 stock options granted to the incentive object but not exercised.
We believe that the cancellation of some stock options of the company complies with the relevant provisions of relevant laws, regulations and normative documents, and the decision-making procedures are legal and compliant, which will not affect the sustainable development of the company or damage the interests of the company and all shareholders. Therefore, we agree to cancel some stock options granted by the company this time.
9、 Independent opinions on the achievement of exercise conditions in the third exercise period of the first stock option incentive plan
After verification, the conditions and achievements of the company’s exercise this time comply with the measures for the administration of equity incentive of listed companies, the company’s first stock option incentive plan and other relevant provisions. The company has the main qualification to implement the stock option incentive plan, and there is no situation that the company is not allowed to exercise the rights specified in the stock option incentive plan. The exercisable incentive objects meet the exercise conditions specified in relevant laws and regulations and the company’s first stock option incentive plan. The subject qualification of 188 incentive objects as the exercisable incentive objects of the company is legal and effective. The exercise of stock options does not damage the interests of all shareholders of the company. The decision-making procedures of relevant matters comply with the provisions of laws, administrative regulations and the articles of association, and the meeting procedures are legal and the resolutions are effective.
Therefore, we agree that the 188 incentive objects who meet the exercise conditions can exercise a total of 4.236 million stock options in the third exercise period.
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(there is no text on this page, which is the signature page of Konfoong Materials International Co.Ltd(300666) independent directors’ independent opinions on matters related to the 21st Meeting of the third board of directors)
Mr. Fei Weidong, Ms. Zhang Jie, Ms. Liu Xiu
April 25, 2022
