The opinions of independent directors on relevant matters of the 24th Meeting of the second board of directors are in accordance with relevant laws and regulations, such as 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies As independent directors of Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”), in accordance with the provisions of regulations, normative documents and the articles of association, we hereby express the following opinions after checking the relevant matters considered at the 24th Meeting of the second board of directors based on the principle of prudence and independent judgment:
1、 Independent opinions on the occupation of the company’s funds by controlling shareholders, actual controllers and other related parties
After verification, the company did not occupy the non operating funds of the controlling shareholders, actual controllers and other related parties in 2021, nor did the controlling shareholders, actual controllers and other related parties illegally occupy the company’s funds in previous years and accumulated to December 31, 2021.
2、 Independent opinions on the external guarantee of the company
After verification, the company did not have any form of external guarantee in 2021, nor did it have any external guarantee that occurred in previous years and accumulated to December 31, 2021.
3、 Independent opinions on the company’s profit distribution plan in 2021
The company’s profit distribution plan for 2021 complies with the company law of the people’s Republic of China, the articles of association and relevant regulations of the CSRC. The board of directors of the company has carefully studied and demonstrated the timing, conditions and proportion of the company’s cash dividend. The independent directors believe that the profit distribution plan is in line with the company’s profit distribution policy and will not affect the normal operation and long-term development of the company, and unanimously agree with the company’s profit distribution plan for 2021, And agreed to submit the proposal to the general meeting of shareholders for deliberation.
4、 Independent opinions on the internal control evaluation report of the company in 2021
After carefully reviewing the contents of the 2021 internal control evaluation report, communicating with the company’s management and relevant departments, and consulting the company’s management system, we believe that the company has established a relatively perfect internal control system and can be effectively implemented, which can meet the needs of enterprise operation and management, ensure the orderly development of the company’s business activities, and ensure the full implementation of the company’s development strategy and business objectives. The internal control evaluation report of Huabao Flavours & Fragrances Co.Ltd(300741) 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
5、 The independent opinion on the special report on the deposit and use of the company’s raised funds in 2021 is verified 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 deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds; The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company is true, accurate and complete, and there are no false records, misleading statements or major omissions. 6、 Independent opinions on the company’s plan to continue to hire an accounting firm
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers Zhongtian”) has rich experience and professional quality in the audit of listed companies. During his tenure as the company’s audit institution, he followed the relevant provisions of the independent auditing standards for Chinese certified public accountants, performed his duties diligently, adhered to the independent, objective and fair auditing standards, and expressed his audit opinions fairly and reasonably. We believe that PwC Zhongtian has sufficient independence, professional competence and investor protection ability. The continued employment of PWC Zhongtian as the company’s audit institution in 2022 is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and all shareholders. Therefore, we agree to recommend the renewal of PWC Zhongtian as the company’s audit institution in 2022, and agree to submit the proposal to the general meeting of shareholders for deliberation.
7、 Independent opinions on the company’s use of some idle raised funds for cash management
The use of idle raised funds of no more than RMB 1.5 billion for cash management this time is conducive to further improving the use efficiency of the company’s funds. The contents of the proposal and decision-making procedures comply with the provisions of relevant laws and regulations. There is no behavior of changing the purpose of the raised funds in a disguised form, affecting the construction and normal operation of the investment projects of the raised funds, and damaging the interests of the company and minority shareholders. Therefore, we agree to use the idle raised funds for cash management, and agree to submit the proposal to the general meeting of shareholders for deliberation.
8、 Independent opinions on the company’s use of some idle self owned funds to purchase financial products
The use of idle self owned funds of no more than RMB 2.5 billion to purchase financial products this time is conducive to further improve the use efficiency of the company’s funds. The contents of the proposal and decision-making procedures comply with the provisions of relevant laws and regulations, do not affect the normal operation of the company, and do not damage the interests of the company and small and medium-sized shareholders. Therefore, we agree to use idle self owned funds to purchase financial products this time, and agree to submit the proposal to the general meeting of shareholders for deliberation. 9、 Independent opinions on the expected daily related party transactions of the company in 2022
The daily related party transactions expected to occur in 2022 are required by the company’s business activities. The related party transactions follow the principles of openness, fairness and impartiality. The transaction price is based on the market fair price and determined by both parties through negotiation, which does not harm the interests of the company and other non related party shareholders. During the voting process of the board of directors, the related directors avoided voting, and the procedure was legal and effective, in line with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the daily related party transactions expected by the company in 2022 and agree to submit the proposal to the general meeting of shareholders for deliberation.
The actual amount of daily connected transactions between the company and some related parties in 2021 is different from the expected amount. The main reason is that the company strictly abides by the relevant provisions of connected transactions and takes into account the efficiency of business decision-making. In view of the influence of market factors, connected transactions are finally settled with the actual amount. Some related party transactions occurred in 2021 but were not expected to have a small amount, which did not meet the disclosure standard and the approval authority of the company’s board of directors. The company’s daily connected transactions in 2021 were fair and reasonable, and the pricing was fair.
10、 Independent opinions on reviewing the payment of directors’ remuneration in 2021
In 2021, the company paid directors’ remuneration in accordance with the company’s remuneration management system for directors, supervisors and senior managers, and the payment procedure was in line with the provisions of relevant laws, regulations and the company’s rules and regulations. We agree to submit relevant proposals to the general meeting of shareholders for deliberation.
11、 Independent opinions on adjusting the allowance of independent directors of the company
As an independent director of the company, we believe that the adjustment of the allowance for independent directors of the company is in line with the actual operation of the company, the company law of the people’s Republic of China, the articles of association and other relevant provisions, and there is no damage to the interests of the company and shareholders. We agree to the adjustment of the allowance and agree to submit the proposal to the general meeting of shareholders for deliberation.
12、 Independent opinions on reviewing the payment of senior management salaries of the company in 2021
In 2021, the company paid the remuneration of senior managers in accordance with the remuneration management system for directors, supervisors and senior managers of the company, and strictly implemented the relevant systems of remuneration and performance appraisal of senior managers. The procedures comply with the provisions of relevant laws, regulations, the articles of association and other rules and regulations.
13、 Independent opinions on adjusting the implementation progress of the company’s investment projects with raised funds
The company’s adjustment of the implementation progress of the investment projects with raised funds this time has not changed the content, total investment and implementation subject of the investment projects with raised funds, which is in line with the actual situation of the implementation of the investment projects with raised funds and the needs of business development. There is no situation of changing the investment direction of the raised funds in a disguised form, which will not have an adverse impact on the normal operation and development of the company and will not damage the interests of all shareholders of the company, especially the minority shareholders. The contents and review procedures of this event comply with relevant laws, regulations, normative documents, articles of association and other relevant provisions. Therefore, we unanimously agree that the company will adjust the implementation progress of the investment project with raised funds this time.
14、 Independent opinions on purchasing the company’s directors, supervisors and senior executives liability insurance
The purchase of liability insurance is conducive to improving the company’s risk management system and promoting directors, supervisors and senior managers to fully exercise their rights and perform their duties. This matter does not harm the interests of the company and all shareholders, and the review procedure is legal and compliant. We agree to submit the proposal directly to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of the opinions of Huabao Flavours & Fragrances Co.Ltd(300741) independent directors on matters related to the 24th Meeting of the second board of directors) signature of independent director: Fu Qilin: Zhang Yansheng: Quan Ze:
March 25, 2022
