Zheshang Securities Co.Ltd(601878)
About Huabao Flavours & Fragrances Co.Ltd(300741)
On site inspection report of continuous supervision in 2021
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
Name of on-site inspector: Wang Jianhua, Zhou Yuzhu corresponding period of on-site inspection: 2021
On site inspection time: October 22, 2021, February 10, 2022, March 21, 2022
1、 On site inspection items and opinions
(I) whether corporate governance is applicable
On site inspection means: (1) check the company’s public information disclosure documents; (2) Consult relevant documents of the board of directors, the board of supervisors and the general meeting of shareholders, including meeting notices, proposals, meeting minutes, resolutions, etc; (3) Interview relevant personnel of the company; (4) Spot check the company’s main production, operation and management sites.
1. Whether the articles of association and corporate governance system are complete and compliant √
2. Whether the articles of association and the rules of the three sessions have been effectively implemented √
3. Whether the minutes of the third meeting are complete, whether the time, place, attendees, meeting content and other elements are complete, √ whether the meeting materials are kept completely
4. Is the resolution of the third meeting signed and confirmed by relevant personnel attending the meeting √
5. Whether the directors, supervisors and senior managers of the company perform their duties in accordance with relevant laws, administrative regulations, departmental rules, normative documents and relevant business rules of the exchange
6. In case of major changes in the directors, supervisors and senior management of the company, whether they have fulfilled the corresponding procedures and information disclosure obligations √
7. If the controlling shareholder or actual controller of the company changes, has it fulfilled the corresponding procedures and information disclosure √ obligations
8. Whether the company’s personnel, assets, finance, organization and business are independent √
9. Whether there is no horizontal competition between the company and its controlling shareholders and actual controllers √
(II) on site inspection means of internal control: (1) consulted the company’s internal audit system and relevant reports and resolutions of the internal audit department; (2) Reviewed the latest articles of association of the company, the management system of foreign investment, entrusted financial management and other businesses and the resolutions of the board of directors on relevant decisions;
(3) Interview relevant personnel of the company.
1. Whether the internal audit system and internal audit department are established in accordance with relevant regulations (if applicable) √
2. Whether the internal audit system and internal audit department are established within 6 months after the listing of shares (if applicable √)
3. Whether the personnel composition of the internal audit department and the audit committee is compliant (if applicable) √
4. Whether the audit committee holds a meeting at least once a quarter to review the work plan and report submitted by the internal audit department (if applicable) 5 Whether the audit committee reports to the board of directors at least once a quarter on the progress and quality of internal audit and major problems found (if applicable) 6 Whether the internal audit department reports the implementation of the internal audit work plan and the problems found in the internal audit work to the audit committee at least quarterly (if applicable) 7 Does the internal audit department audit the storage and use of raised funds at least once a quarter √ (if applicable) 8 Whether the internal audit department submits the annual internal audit work plan (if applicable) to the audit committee two months before the end of each fiscal year 9 Whether the internal audit department submits an annual √ internal audit report to the audit committee within two months after the end of each fiscal year (if applicable) 10 Whether the internal audit department submits an internal control evaluation report to the audit committee at least once a year (if √ applicable) 11 Whether it has established a complete system for engaging in venture capital, entrusted financial management, hedging business, etc Compliance √ internal control system (III) on-site inspection means of information disclosure: (1) consult the company’s system documents such as information disclosure and investor relations management system, information disclosure suspension and exemption business management system, insider information insider registration management system, and management system for shares and changes of the company held by directors, supervisors and senior managers; (2) Consult the company’s major contracts, government subsidy related documents, information disclosure approval form and other documents; (3) Check the disclosed announcement; (4) Interview relevant personnel of the company.
1. Whether the announcement disclosed by the company is consistent with the actual situation √
2. Whether the contents disclosed by the company are complete √
3. Whether the disclosed matters of the company have not changed significantly or made important progress √
4. Whether there are no major events that should be disclosed but not disclosed √
5. Whether the transmission, disclosure process and confidentiality of major information comply with √ relevant provisions of the company’s information disclosure management system
6. Whether the investor relations activity record form is published on the interactive website of the exchange in time √
(IV) on site inspection means for the establishment and implementation of the long-term mechanism to protect the company’s interests from infringement: (1) consult the company’s system documents such as related party transaction decision-making management system, external guarantee management system, foreign investment management measures, system for preventing the occupation of funds by controlling shareholders and related parties, code of conduct for controlling shareholders and actual controllers; (2) Check the decision-making procedures of relevant matters of the company, resolutions and records of the board of directors and shareholders’ general meeting, approval form of information disclosure, etc
Documents; (3) View the company’s list of related parties, the company’s current account book, enterprise credit information report, etc; Sample and check the vouchers of large amount capital transactions of the company; (4) Interview relevant personnel of the company.
1. Whether a system has been established to prevent controlling shareholders, actual controllers and their affiliates from directly or indirectly occupying the funds or other resources of listed companies 2 Whether the controlling shareholders, actual controllers and their affiliates do not directly or indirectly occupy the capital or other resources of the listed company
3. Whether the review procedures of related party transactions are compliant and fulfill the corresponding information disclosure obligations √
4. Whether the price of related party transactions is fair √
5. Whether there is no case of non affiliated transactions √
6. Whether the external guarantee review procedure is compliant and fulfills the corresponding information disclosure obligations √
7. Whether the guaranteed party does not suffer from deterioration of its financial situation or failure to pay off the guaranteed debt at maturity √
8. If the guaranteed debt continues to provide guarantee after maturity, whether the corresponding approval procedures and disclosure obligations have been fulfilled again (V) on-site inspection methods for the use of raised funds: (1) refer to the company’s raised funds management system; (2) Check the company’s account statement of raised funds, the tripartite / quadripartite supervision agreement and announcement of raised funds, the standing book of raised funds projects, the announcement related to the change of the use of some raised funds and the adjustment of the implementation scheme of some raised investment projects, the announcement related to the cash management of raised funds, the special report on the storage and use of raised funds, as well as the relevant resolutions of the board of directors and the board of supervisors, the assurance report of accountants, the independent opinions of independent directors Inspection of internal audit department; Carry out sampling verification on the vouchers of large-scale fund-raising expenditure; (3) Relevant personnel were interviewed.
1. Whether the tripartite supervision agreement is signed within one month after the raised funds are in place √
2. Whether the tripartite supervision agreement on raised funds is effectively implemented √
3. Whether the raised funds are not occupied by a third party or entrusted for financial management in violation of regulations √
4. Whether there are no cases of changing the purpose of raised funds, temporarily replenishing working capital, changing √ for advance investment, changing the implementation location, etc. without fulfilling the review procedures 5 Use idle raised funds to temporarily supplement working capital and change the investment direction of raised funds into permanent supplementary flow
Whether the company has not made venture capital investment during the period of √ commitment in case of dynamic capital or using over raised capital to supplement working capital or repay bank loans
6. Whether the use of raised funds is consistent with the disclosed situation, and whether the project progress and investment benefits are consistent with the prospectus √
Books, etc
7. Whether there are no major risks during the implementation of the project with raised funds √
(VI) on site inspection means of performance: (1) check the regular report documents disclosed by the company; (2) Check the industry research report, understand the situation of the company’s industry in 2021, and check whether the company’s performance matches the industry situation; (3) Relevant personnel were interviewed.
1. Whether there are significant fluctuations in performance √
2. Whether there is a reasonable explanation for the sharp fluctuation of performance √
3. Compared with comparable companies in the same industry, is there no obvious abnormality in the company’s performance √
(VII) on site inspection means for the performance of commitments of the company and shareholders: (1) check relevant announcements on the performance of commitments; (2) Relevant personnel were interviewed.
1. Whether the company has fully fulfilled relevant commitments √
2. Whether the shareholders of the company have fully fulfilled relevant commitments √
(VIII) on site inspection means for other important matters: (1) check the latest articles of association, cash dividend related systems and equity distribution related announcements of the company; (2) Check the documents of major investment transactions and large amount of funds; (3) Relevant personnel were interviewed.
1. Whether the cash dividend system has been fully implemented and truthfully disclosed √
2. Whether the external financial assistance is legal and compliant, and truthfully disclosed √
3. Whether large amount of capital transactions have real transaction background and reasonable reasons √
4. Whether there are no significant changes or risks in the process of major investment or the performance of major contracts √
5. Whether there is no significant change or risk in the company’s production and operation environment √
6. Whether the problems found by the early stage regulators and sponsors have been rectified according to the relevant √ requirements. II. Problems found in the on-site inspection and explanations
Investment projects such as “Huabao Yingtan food flavor and food ingredients production base project”, ” Huabao Flavours & Fragrances Co.Ltd(300741) technology innovation center and supporting facilities project” and ” Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project” are slower than expected. Considering the external environment change of the company’s epidemic situation and the actual situation of the recruitment and investment projects, etc. The company decided to adjust the amount of investment planned in 2022 for the production base of Yingtan food flavor and food ingredients, and adjust the ” Huabao Flavours & Fragrances Co.Ltd(300741) technology innovation center and supporting facilities project” and ” Huabao Flavours & Fragrances Co.Ltd(300741) digital transformation project” to achieve the scheduled usage date and the annual investment plan.
The above-mentioned 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 by the company on March 25, 2022, and the independent directors have expressed their independent opinions on this matter.
(there is no text on this page, which is the signature page of Zheshang Securities Co.Ltd(601878) on Huabao Flavours & Fragrances Co.Ltd(300741) 2021 annual continuous supervision on-site inspection report) sponsor representative:
Wang Jianhua and Hong Tao
