Zheshang Securities Co.Ltd(601878)
About Huabao Flavours & Fragrances Co.Ltd(300741)
2021 continuous supervision and tracking report
Name of recommendation institution: Zheshang Securities Co.Ltd(601878) abbreviation of the recommended company: Huabao Flavours & Fragrances Co.Ltd(300741)
Name of sponsor representative: Wang Jianhua Tel.: 057187902731
Name of sponsor representative: Hong Tao Tel.: 057187902731
1、 Overview of sponsor work
Project work content
1. Review of the company’s information disclosure
(1) Whether the company’s information disclosure documents are reviewed in time
(2) The number of times the company’s information disclosure documents were not reviewed in time was 0
2. Supervise the company’s establishment, improvement and effective implementation of rules and regulations (1) whether supervise the company to establish and improve rules and regulations (including but not limited to)
The system limited to preventing related parties from occupying the company’s resources and raising funds are
Management system, internal control system, internal audit system and related party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) Query the company’s special account for raised funds for 4 times
(2) Is the progress of the company’s fund-raising project consistent with the information disclosure documents
Consistent 4 Corporate governance supervision
(1) 0 times of attending the general meeting of shareholders of the company as nonvoting delegates (continuous supervision commissioner)
(2) 0 times of attending the board of directors of the company as a nonvoting delegate (continuous supervisor)
(3) 0 times of attending the board of supervisors of the company as a nonvoting delegate (continuous supervisor)
5. On site inspection
(1) 3 times of on-site inspection
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange yes
The main problems and rectification items found in the field inspection of Huabao Yingtan food flavor and food (3), ” Huabao Flavours & Fragrances Co.Ltd(300741) , technology innovation center and supporting facilities project” and ” Huabao Flavours & Fragrances Co.Ltd(300741) “
The implementation progress of the “digital transformation project” is slower than expected. Taking into account the impact of the epidemic and other external environmental changes, as well as the actual situation of the company’s fund-raising projects and other factors, The company decided to adjust the amount of investment planned in 2022 for “Yingtan food flavor and food ingredients production base” in 2022, and adjust the “science and technology innovation center and supporting facilities project”. ” Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project” reaches the scheduled availability date and the annual investment plan.
The above adjustment of the implementation progress of the raised investment project has been deliberated and adopted at the 24th Meeting of the second board of directors and the 11th meeting of the second board of supervisors held on March 25, 2022, The independent directors have expressed their independent opinions on this matter.
6. Expression of independent opinions
(1) Number of independent opinions 12 times
(2) The issues involved in issuing non consenting opinions and concluding comments are not applicable
7. Report to the Institute (except for the on-site inspection report)
(1) 0 times reported to the exchange
(2) The main contents of the report are not applicable
(3) The progress or rectification of the reported items is not applicable
8. Pay attention to the performance of duties
(1) Are there any matters needing attention
According to the announcement on the filing and investigation of the actual controller of the company issued by Huabao Flavours & Fragrances Co.Ltd(300741) on January 24, 2022, Ms. Zhu linyao, the actual controller of the company, was filed and investigated by Leiyang Supervision Committee.
According to the announcement on the progress of the investigation on the main contents of the company’s actual (2) concerns and the controller’s being filed issued by Huabao Flavours & Fragrances Co.Ltd(300741) on January 27, 2022, Ms. Zhu linyao has been subject to residential surveillance at the designated residence.
According to the announcement on the filing and investigation of directors of the company issued by Huabao Flavours & Fragrances Co.Ltd(300741) on January 27, 2022, Mr. Lin Jiayu, the director of the company, was filed for investigation by Hengyang County Supervision Committee, He was subjected to residential surveillance at the designated residence by Changsha County Public Security Bureau.
Zheshang Securities Co.Ltd(601878) continuously paid attention to the progress of the matter and interviewed Huabao Flavours & Fragrances Co.Ltd(300741) relevant personnel. The progress or rectification of concerns of Huabao shares (3) has disclosed the information known about this matter. A special meeting has been held to make arrangements for production and operation, business management and other aspects. At present, Huabao Flavours & Fragrances Co.Ltd(300741) operation is normal.
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times: 1 time
(2) Training date: May 21, 2021
(3) The main contents of the training include information disclosure, standardized operation of listed companies, reform of gem registration system and management of raised funds
11. There is no other recommendation work that needs to be explained
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company’s internal system are all applicable
3. The operation of the “three sessions” is applicable
4. Changes in controlling shareholders and actual controllers are applicable
5. The deposit and use of raised funds are applicable
6. Connected transactions are not applicable
7. All external guarantees are applicable
8. Acquisition and sale of assets are applicable
9. Other business categories and important matters (including foreign investment)
Capital, venture capital, entrusted financial management, financial assistance, all are applicable
Hedging, etc.)
10. The cooperation of the issuer or the intermediary agency hired by the issuer is applicable
Recommendation work
Huabao Flavours & Fragrances Co.Ltd(300741) actual control Zheshang Securities Co.Ltd(601878) interviewed Ms. Zhu linyao, the stock owner of Huabao, by relevant personnel of Leiyang City, and the supervision committee filed a case for investigation and continued to track the matter. 11 Others (including business environment, business development, monitoring of the designated residence, understanding the real-time dynamics of things, and monitoring of financial status, management status, core technology, etc. urge Huabao Flavours & Fragrances Co.Ltd(300741) in accordance with the major changes in Shenzhen) Huabao Flavours & Fragrances Co.Ltd(300741) director Mr. Ziyu, a listed company of Lin Jia stock exchange, was filed for investigation by the legal supervision guidance No. 2 of Hengyang County Supervision Commission – founder’s Committee, and was duly fulfilled by the County Public Security Bureau in accordance with the relevant provisions of the standardized operation of listed companies on Changsha industry board, such as the designated residence
