Foshan Haitian Flavouring And Food Company Ltd(603288)
Report on the work of independent directors in 2021
As an independent director of the board of directors of Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as “the company”), in 2021, we attended relevant meetings in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies and other relevant laws and regulations, as well as the articles of association and the working system of independent directors of the company, Actively play an independent role as an independent director and effectively safeguard the legitimate rights and interests of the company and shareholders, especially minority shareholders. Now the performance of duties in 2021 is reported as follows: I. Basic information of independent directors
The board of directors of the company consists of 9 directors, including 3 independent directors. During the reporting period, the independent directors of the company have not changed. The independent directors are Zhu Tao, sun Zhanli and Chao Gang respectively.
Zhu Tao graduated from Sichuan University with a bachelor’s degree and a master’s degree. He graduated from the school of management of Sun Yat sen University with a doctor’s degree in management (Finance and investment). In July 2005, he entered the Department of finance, School of economics, Jinan University, and successively served as lecturer, associate professor and master supervisor. In December 2012, he joined the accounting department of the school of management of Jinan University and successively served as deputy director of the accounting department and vice president of the school of management. He is currently a professor and doctoral supervisor of the Department of accounting, School of management, Jinan University, and director of the Department of Finance and state-owned assets management. Independent director of the 3rd and 4th board of directors of the company.
Sun Zhanli, doctor of law, Professor of the Law School of Guangdong University of Finance and economics, director of the information network rule of law research center, and concurrently director of China International Economic Law Society and arbitrator of Nanjing Arbitration Commission. Independent directors of the third and fourth board of directors of the company.
Chao Gang, doctor of management science and engineering, is a professor and doctoral supervisor of the school of Business Administration of South China University of technology. He is also the vice president of Boao Confucian Business Forum, vice president of Guangdong Corporate Social Responsibility Research Association, executive director of Guangdong Human Resources Research Association, and independent director of the third and fourth board of directors of the company. 2、 Overview of attending the board meeting 1. Attendance at the general meeting of shareholders and the board of directors this year
The name of the independent director shall be entrusted by the attending directors in person. The number of absentee meetings at the shareholders’ meeting the number of seats the number of meetings
Zhu Tao 9 9 0 0 0
Sun Zhanli 9 9 0 01
Chao Gang 9 9 0 01
2. Attendance at meetings of special committees of the board of directors
As a member of the special committee under the board of directors of the company, we made full use of our professional knowledge and practical experience in enterprise management, accounting and law to participate in the deliberation and decision-making of major matters of the company. During the reporting period, the audit committee held four meetings to review the financial and accounting statements of the company and supervise the financial situation of the company; The remuneration and assessment committee held a meeting to mainly consider the remuneration level of directors and senior managers of the company. The independent directors and members of the above meeting attended the meeting in person and performed their corresponding duties. 3. On site investigation and the company’s cooperation with the work of independent directors
The management of the company attaches great importance to the communication with independent directors and introduces the production and operation of the company to independent directors through meetings, communication with accountants and other channels. We take the opportunity to attend the annual general meeting of shareholders of the company to investigate the company on site. The company has provided necessary conditions and support for us to perform our duties. 3、 Key matters concerned in the annual performance of independent directors
(1) Related party transactions
The company held the 12th meeting of the 4th board of directors, deliberated and approved the proposal on the daily connected transaction plan in 2021, and the deliberation procedures of this matter comply with the provisions of the company law, the stock listing rules of Shanghai Stock Exchange and the articles of association. We believe that the daily related party transactions planned by the company in 2021 belong to the normal business scope and conform to the actual situation of the company. The daily related party transactions between the company and related parties are carried out on the basis of fairness, rationality and consensus, and relevant agreements are signed for standardization. The transaction method complies with market rules, follows the principle of open, fair and just pricing, and the transaction complies with relevant laws, regulations, articles of association and other relevant provisions, The performance of the transaction conforms to the interests of the company and all shareholders, does not adversely affect the independence of the company, and will not damage the interests of the company and all shareholders, especially the interests of minority shareholders.
(2) External guarantee and fund occupation
In 2021, the company did not guarantee for other companies, nor did the controlling shareholders and other related parties occupy the company’s funds infrequently.
(3) Appointment and remuneration of senior managers
In 2021, the board of directors of the company did not appoint senior managers; In 2021, we reviewed the remuneration of directors, supervisors and senior managers, and believed that the remuneration of directors, supervisors and senior managers of the company was formulated according to the remuneration level of the company’s industry and scale, combined with the actual operation of the company, in line with the principle of unity of responsibility and rights, which is conducive to strengthening the responsibilities of senior managers and promoting the company to improve work efficiency and operating efficiency, There is no situation that damages the interests of the company and shareholders.
(4) Appointment or replacement of accounting firms
In 2021, the company did not change the employment or change the accounting firm.
(5) Cash dividends and other investor returns
The 2020 annual general meeting of shareholders of the company held on April 23, 2021 deliberated and approved the 2020 annual profit distribution plan of the company. Based on the total number of 3240443208 shares of the company’s share capital at the end of 2020, 10.3 yuan (tax included) and 1 bonus share (tax included) were distributed to all shareholders for every 10 shares. A total of 333765650424 yuan of cash dividend and 324044321 bonus shares were distributed; Based on the total number of 3240443208 shares of the company’s share capital at the end of 2020, 2 shares are added to all shareholders for every 10 shares by converting capital reserve into share capital, with a total of 648088641 shares. After the implementation of the profit distribution plan in 2020, the total share capital of the company increased to 4212576170 shares.
We believe that the above profit distribution plan implements the cash dividend policy in strict accordance with the provisions of the articles of association, and takes full account of the company’s current profitability, cash flow, business development needs, capital needs and other factors. At the same time, it can ensure the reasonable return of shareholders and is conducive to the healthy, sustainable and stable development of the company.
(6) Performance of commitments of the company and shareholders
No violation of commitments made by relevant parties is found.
(7) Performance forecast and performance express
During the reporting period, the company did not issue performance forecast and performance express.
(8) Implementation of information disclosure
In 2021, the company strengthened the management of information disclosure and improved the information disclosure process in strict accordance with the provisions of relevant regulatory documents of China Securities Regulatory Commission and Shanghai Stock Exchange and the requirements of the company’s information disclosure management system, so as to ensure that regulators and investors understand the company in a timely and accurate manner. We believe that the company has truly, accurately, timely, completely and effectively performed its information disclosure obligations, and there are no false records, misleading statements or major omissions. The company or insiders of inside information are not found to use the inside information to seek profits for themselves or others.
(9) Implementation of internal control
In 2021, the company continued to strengthen the company’s internal control management concept, combined with the actual situation in production and operation and the problems in the management process, and timely optimized the internal control process. We believe that the organization and system of the company’s internal control are perfect, and the company’s existing internal control system and system have played a good role in controlling and preventing all key links, and can be effectively implemented. KPMG Huazhen Certified Public Accountants (special general partnership) hired by the company issued a standard unqualified internal control audit report for the company.
(10) Operation of the board of directors and its subordinate special committees
The board of directors of the company has 9 directors, including 3 independent directors. The board of Directors consists of a remuneration and assessment committee, a nomination committee, a strategy and Development Committee and an audit committee. According to the actual situation of the company, relevant matters were considered separately during the reporting period and the operation was standardized.
(11) Other matters
Entrusted financial management
On March 30, 2021, the company held the 12th meeting of the 4th board of directors to consider the proposal on the company’s entrusted financial management with its own idle funds in 2021, With regard to this transaction, we express our independent opinion that: “The company’s use of idle self owned funds to purchase financial products of financial institutions has gone through the necessary approval procedures and complies with the provisions of relevant laws and regulations. The company’s purchase of financial products of financial institutions with idle self owned funds this time is conducive to improving the use efficiency of idle funds of the company, can obtain certain investment income, will not affect the normal development of the company’s main business, and will not harm the interests of minority shareholders. Therefore, It is agreed that the company will use part of its own funds for entrusted financial management. ” 4、 Overall evaluation and recommendations
We are very grateful to the board of directors, senior managers and relevant staff for their cooperation and support in performing our duties. We earnestly perform our duties and safeguard the overall interests of the company in an independent, honest and diligent manner in accordance with relevant laws and regulations, the working system of independent directors and the articles of Association. We actively pay attention to the company’s operation and management, development strategy and financial situation, put forward reasonable opinions on major matters, fulfill our duties, fully fulfill the obligations of independent directors, earnestly safeguard the legitimate rights and interests of all shareholders, and play a positive role in promoting the steady development of the company and creating good performance.
It is hereby reported.
Independent directors: Zhu Tao, sun Zhanli, Chao Gang
March 24, 2022
