Report on the work of independent directors in 2021 (Zhang Yansheng)
As an independent director of Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”), I performed my duties in good faith, diligently and independently in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, the articles of association and the working system of independent directors, carefully considered various proposals of the board of directors and expressed independent opinions on some of them, Give full play to the independent and professional role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance in 2021 as follows:
1、 Attendance at meetings
1. Attendance at board meetings
In 2021, the company held 14 board meetings. In strict accordance with the provisions and requirements of the rules of procedure of the board of directors, I attended the meeting of the board of directors 14 times in person and on time, and there was no absence or entrustment of others to attend the meeting. Before each meeting, I carefully reviewed the meeting materials provided by the company in advance, and gave prior approval opinions on major matters such as the renewal of accounting firm and related party transactions. At the meeting, carefully listened to and considered each proposal, actively participated in the discussion and put forward rationalization suggestions. After objective and careful consideration of all proposals, they carefully voted in favour (except for the proposals that avoided voting), and did not vote against or abstain from voting.
2. Attendance at shareholders’ meetings
In 2021, the company held two general meetings of shareholders, and I attended the meeting twice.
2、 Independent opinions
In 2021, I gave the following independent opinions on the proposal of the board of directors and other matters of the company:
1. I have expressed my consent to the proposal on the appointment of vice president and chief financial officer at the ninth meeting of the second board of directors.
2. I have expressed the opinions of independent directors on the following matters at the 10th meeting of the second board of directors: (1) the occupation of the company’s funds by controlling shareholders, actual controllers and other related parties;
(2) Information on external guarantee of the company;
(3) 2020 profit distribution plan;
(4) 2020 internal control evaluation report;
(5) Special report on the deposit and use of raised funds in 2020;
(6) Proposal on the proposed renewal of accounting firm;
(7) Proposal on depositing part of the raised funds in the form of time deposit;
(8) Proposal on using some idle raised funds and self owned funds to purchase financial products;
(9) Proposal on the expected daily connected transactions of the company in 2021;
(10) Proposal on reviewing the payment of directors’ remuneration in 2020;
(11) Proposal on reviewing the salary payment of senior managers in 2020;
(12) Proposal on changing the purpose of some raised funds and adjusting the implementation plan of some raised investment projects; (13) Proposal on purchasing directors, supervisors and senior managers’ liability insurance.
3. I have expressed my consent to the proposal on the appointment of vice president of the company at the 12th meeting of the second board of directors.
4. I have expressed my opinion on the proposal on by election of non independent directors of the company at the 13th meeting of the second board of directors.
5. I have expressed my opinion on the proposal on the appointment of the Secretary of the board of directors of the company at the 15th meeting of the second board of directors:
6. I have expressed my agreed opinions on the following matters at the 16th meeting of the second board of directors:
(1) Information on the occupation of the company’s funds by controlling shareholders and other related parties;
(2) Information on external guarantee of the company;
(3) Special report on the deposit and use of raised funds in the half year of 2021
(4) Proposal on increasing the amount of cash management with idle raised funds
7. The 18th meeting of the board of directors agreed to increase the amount of idle funds raised.
8. I have expressed my opinion on the proposal on by election of independent directors of the company at the 21st Meeting of the second board of directors.
3、 Work of special committees of the board of directors
In 2021, I served as chairman of the nomination committee and member of the strategy committee. The specific work is as follows:
1. Work of the nomination committee in 2021, I organized and held four meetings of the nomination committee, reviewed the qualifications of the candidates for directors and senior managers of the company, and reviewed their appointment procedures to ensure that the selection of directors and senior managers meets the relevant rules and the needs of the development of the company.
2. Work of the strategy committee
In 2021, the strategy committee held a total of one meeting. I personally attended the meeting and deliberated on changing the use of some raised funds and adjusting the implementation plan of some raised investment projects, which met the actual business needs of the company and did not harm the interests of the company, shareholders, especially small and medium-sized shareholders.
4、 Conduct on-site investigation on the company
In 2021, I made full use of the opportunity to attend the meetings of the board of directors, the general meeting of shareholders and the special committee of the board of directors to conduct on-site investigation to the company, focusing on the progress of the company’s production and operation, the construction of investment projects with raised funds, internal control, related party transactions, the implementation of resolutions of the board of directors and other matters, and put forward suggestions on the operation and management of the company. I often communicate with other directors, senior managers and relevant personnel of the company by telephone and email; Actively preside over the work of the nomination committee of the board of directors of the company and actively participate in the work of the strategy committee of the board of directors of the company; Always pay attention to the impact of external environment and market changes on the company, and master the operation dynamics of the company.
5、 Work done in protecting the rights and interests of investors
1. Actively pay attention to the production, operation and business development of the company, pay attention to the impact of external environment and market changes on the company and the media reports on the company, carefully study the proposals considered by the board of directors, and require the company to provide as much relevant information as possible for the major matters considered and decided by the board of directors, timely understand the progress, and use its own professional knowledge and experience to be independent, objective and Exercise voting rights fairly, maintain full independence in work, and earnestly safeguard the interests of the company and the majority of investors.
2. Continue to pay close attention to the company’s information disclosure, ensure that the company strictly implements the provisions of the securities law of the people’s Republic of China, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the articles of association, and actively supervise the authenticity, accuracy and integrity of the company’s information disclosure Timeliness and fairness to protect investors’ right to know.
3. Actively study a series of new policies and rules issued by China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory bodies, deepen the understanding of laws and regulations, constantly improve professional quality and performance ability, and provide better opinions and suggestions for the company’s scientific decision-making and risk prevention.
6、 Other working conditions
1. There is no proposal to convene a meeting of the board of directors;
2. There is no independent engagement of external audit institutions and consulting institutions;
3. There is no proposal to hire or dismiss an accounting firm.
The above is my report on my performance of duties in 2021. Thank the company’s management and relevant personnel for their support for my work as an independent director in 2021. I will continue to be diligent and conscientious, make use of my professional knowledge and experience to provide more constructive suggestions for the development of the company, give full play to the role of independent directors and give advice and suggestions for the scientific decision-making of the board of directors. thank you!
Independent director: Zhang Yansheng (signature page of March 25, 2022) signature of independent director:
Yan Sheng Zhang
March 25, 2022
