Securities code: Konfoong Materials International Co.Ltd(300666) securities abbreviation: Konfoong Materials International Co.Ltd(300666) Announcement No.: 2022055 bond Code: 123123 bond abbreviation: Jiangfeng convertible bond
Konfoong Materials International Co.Ltd(300666)
Announcement of resolutions of the 21st Meeting of the third board of directors
The board of directors does not guarantee that the information disclosed by the company is true, complete or misleading.
1、 Meetings of the board of directors
1. Konfoong Materials International Co.Ltd(300666) (hereinafter referred to as "the company") the notice of the 21st Meeting of the third board of directors was sent to all directors by e-mail on April 15, 2022. The Notice includes relevant information of the meeting and lists the time, place, content and method of the meeting. 2. The meeting of the board of directors was held in the company's conference room on April 25, 2022 in a combination of on-site and communication.
3. The board meeting was attended by 9 directors, and 9 directors actually attended. Among them, 2 directors attended the meeting, including Mr. Yao Lijun, chairman of the board, Ms. Yu Yongqun, Mr. Zhang Huiyang and Mr. Xu Zhou, as well as Mr. Fei Weidong, Ms. Zhang Jie and Ms. Liu Xiu, independent directors, attended the meeting by means of communication.
4. The board meeting was presided over by Mr. Yao Lijun, chairman of the board of directors, and the supervisors and senior managers of the company attended the board meeting as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people's Republic of China (hereinafter referred to as the "company law") and other laws and regulations and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
The meeting considered and adopted the following proposals:
1. Deliberated and passed the proposal on the work report of the general manager in 2021
After deliberation, the board of Directors believes that the content of the 2021 general manager's work report truly and objectively reflects the actual situation of the company and the work and achievements made by the management in implementing the resolutions of the board of directors and the general meeting of shareholders, managing production and operation, and implementing various systems of the company.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
2. Deliberated and adopted the proposal on the work report of the board of directors in 2021
The board of directors reviewed the report on the work of the board of directors in 2021. The current independent directors of the company, Mr. Fei Weidong, Ms. Zhang Jie and Ms. Liu Xiu, respectively, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Report on the work of the last three independent directors in 2021.
Meanwhile, please refer to the specific contents of the work report of the board of directors in 2021, which was published on cninfo.com.cn on the same day Section III "management discussion and analysis" of the 2021 annual report on.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
3. Deliberated and passed the proposal on 2021 annual report and summary
After deliberation, the board of Directors believes that the preparation procedures of the company's 2021 annual report and summary comply with laws, administrative regulations and relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the contents of the report truly, accurately and completely reflect the actual situation of the company in all aspects, without any false records, misleading statements or major mistakes.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Annual report 2021 and summary of annual report 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
4. Deliberated and passed the proposal on the financial final accounts report of 2021
After deliberation, the board of Directors believes that the company's 2021 financial statement objectively and truly reflects the company's financial situation and operating results in 2021.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Financial final accounts report of 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
5. The proposal on 2021 profit distribution plan was deliberated and adopted
After deliberation, the board of directors considered that the 2021 profit distribution plan matched with the company's future development plan and growth, complied with relevant laws, regulations and the articles of association, and had legitimacy, compliance and rationality. It agreed to submit the proposal on 2021 profit distribution plan to the 2021 annual general meeting of shareholders of the company for deliberation.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on profit distribution plan in 2021.
Independent directors have expressed their independent opinions on this proposal.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
6. The proposal on the special report on the deposit and use of raised funds in 2021 was passed. After deliberation, the board of directors held that the deposit and use of raised funds in 2021 were in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and the company disclosed the deposit and use of raised funds in a timely manner, There are no violations in the use and management of raised funds.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Special report on the deposit and use of raised funds in 2021.
The independent directors have expressed their independent opinions on this proposal, the recommendation institution has issued relevant opinions on this proposal, and the audit institution has issued an assurance report.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
7. Deliberated and passed the proposal on renewing the appointment of accounting firms
After deliberation, Lixin Certified Public Accountants (special general partnership) has the qualification to engage in the audit related to securities business, and has the experience and ability to provide audit services for listed companies. In the work of providing audit services for the company, Lixin Certified Public Accountants (special general partnership) can follow the independent, objective and fair professional standards, fulfill its duties, provide high-quality audit services for the company, and its report can objectively and truly reflect the actual situation of the company Financial status and operating results, earnestly fulfilled the responsibilities of the audit institution, and safeguarded the legitimate rights and interests of the company and shareholders from a professional perspective.
In order to maintain the continuity of the audit work, the board of directors agreed to continue to employ Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2022.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the renewal of accounting firms.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
8. The proposal on applying for comprehensive credit line from banks was deliberated and adopted
After deliberation, the board of directors agreed that the company plans to apply to banking institutions for a new comprehensive credit line of no more than RMB 300 million in 2022; At the same time, the company plans to apply to banking institutions for an extension of the new comprehensive credit line (three-year validity) of no more than RMB 1.5 billion that has expired after being approved in 2019.
Comprehensive credit business includes but is not limited to short-term working capital loan, medium and long-term loan, bank acceptance bill, discount, letter of credit, letter of guarantee, factoring, guarantee, mortgage, trade financing and other businesses. The above comprehensive credit line is not equal to the actual financing amount of the company and its subsidiaries. The actual financing amount should be within the comprehensive credit line and subject to the actual financing amount between the bank and the company and its subsidiaries. The specific financing amount will be reasonably determined according to the actual needs of the company's working capital.
The credit term of the above comprehensive credit line totaling RMB 1.8 billion is valid for three years from the date of adoption by the general meeting of shareholders. Within the credit term, the credit line can be recycled. Within the scope of the above lines, the specific credit amount and credit mode shall be subject to the formal agreement or contract actually signed between the company and the credit bank. The legal representative of the company or its designated agent is authorized to sign all contracts, agreements, vouchers and other legal documents related to the above credit line (including but not limited to short-term working capital loans, medium and long-term loans, bank acceptance bills, discounts, letters of credit, guarantees, factoring, guarantees, mortgages, trade financing, etc.) on behalf of the company, and all the legal and economic responsibilities arising therefrom shall be borne by the company.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on applying for comprehensive credit line from banks.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
9. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
After deliberation, the board of Directors believes that the daily related party transactions of the company in 2022 are expected to meet the needs of the company's business development and production and operation, and are carried out on the basis of fairness, reasonableness and consensus through consultation. The determination of the transaction price conforms to the principles of openness, fairness and impartiality, the transaction method conforms to the market rules, the transaction price is fair, in line with the interests of the company and all shareholders, and will not affect the independence of the company's business.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the forecast of daily connected transactions in 2022.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal, and the recommendation institution has expressed relevant opinions on this proposal.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
Voting results: Mr. Yao Lijun, Mr. Jie pan, Mr. Zhang Huiyang and Ms. Yu Yongqun, the related directors, abstained from voting, with 5 affirmative votes, 0 negative votes, 0 abstention votes and 4 avoidance votes, which were adopted by all the directors participating in the voting.
10. Deliberated and passed the proposal on the self-evaluation report on internal control in 2021
After deliberation, the board of Directors believes that the company has established a relatively perfect internal control system and can be effectively implemented. 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.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Self evaluation report on internal control in 2021.
The independent directors of the company have expressed their independent opinions on the proposal, and the sponsor has expressed relevant opinions on the proposal.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
11. Deliberated and adopted the proposal on the report of the first quarter of 2022
After deliberation, the board of directors considered that the preparation procedures of the company's report for the first quarter of 2022 were in line with laws, administrative regulations and relevant provisions of the CSRC. The content of the report truly, accurately and completely reflected the actual situation of the company in all aspects, and there were no false records, misleading statements or major mistakes.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day The first quarter report of 2022.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
12. The proposal on the special audit statement on the occupation of non operating funds and other related capital transactions of the company was reviewed and approved
After deliberation, the board of directors agreed to the special audit statement on the occupation of non operating funds and other related capital transactions of the company issued by Lixin Certified Public Accountants (special general partnership).
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Special audit instructions on the occupation of non operating funds and other related capital transactions of the company.
Independent directors have expressed their independent opinions on this proposal.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, which were adopted by all votes.
13. The proposal 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 was deliberated and adopted
After deliberation, 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. According to the relevant provisions of the measures for the administration of equity incentive of listed companies and the first stock option incentive plan of the company, the directors agreed with the company to cancel a total of 87000 stock options of five incentive objects that have not been exercised at the expiration of the second exercise period.
For details, please refer to the company's announcement on cninfo (www.cn. Info. Com. CN.) on the same day Announcement on the cancellation of some stock options granted and not exercised at the expiration of the exercise period by the first stock option incentive plan. The independent directors have expressed their independent opinions on this proposal, and the lawyer has issued a legal opinion.
Voting results: Mr. Qian Hongbing and Ms. Yu Yongqun, the related directors, avoided voting, with 7 affirmative votes, 0 negative votes and abstention votes
