Securities code: Huabao Flavours & Fragrances Co.Ltd(300741) securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) Announcement No.: 2022014 Huabao Flavours & Fragrances Co.Ltd(300741)
Announcement of resolutions of the 24th Meeting of the second board of directors
The company and all members of the board of directors except Mr. Lin Jiayu guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”) the notice of the 24th Meeting of the second board of directors was sent by e-mail on March 14, 2022, and the meeting was held by on-site combined communication in the company’s conference room on March 25, 2022. There were 9 directors who should attend the meeting, and 9 directors actually attended and authorized. Mr. Lin Jiayu entrusted Ms. yuan Xiaoqin to attend and vote on his behalf for some reason. The meeting was presided over by Mr. Xia Liqun, chairman of the board. The convening and convening of this meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions are legal and effective.
After careful deliberation by the directors attending the meeting, the following proposals were considered and adopted at the meeting:
1. Review and adopt the company’s 2021 annual report and its summary;
After careful deliberation, the directors attending the meeting believed that the contents of the company’s 2021 annual report and the summary of 2021 annual report were true, accurate and complete, and there were no false records, misleading statements or major omissions. Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Annual report for 2021 and summary of annual report for 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
2. Deliberated and adopted the work report of the board of directors in 2021;
Mr. Fu Qilin, Mr. Zhang Yansheng and Mr. Yu Yingmin, the independent directors of the company, respectively submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Report on the work of the board of directors in 2021 and report on the work of independent directors in 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
3. Review and approve the 2021 president’s work report of the company;
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）2021 president’s work report.
4. Review and approve the company’s 2021 annual financial statement report;
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Financial final accounts report of 2021.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
5. Review and approve the company’s profit distribution plan for 2021;
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Announcement on profit distribution plan in 2021 and opinions of independent directors on relevant matters of the 24th Meeting of the second board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
6. Review and approve the 2021 annual internal control evaluation report of the company;
The independent directors of the company have expressed their independent opinions on this matter, and the sponsor Zheshang Securities Co.Ltd(601878) has issued special verification opinions on this proposal.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Report of the 24th Annual Meeting of the board of directors on relevant matters of 2021.
7. Review and approve the special report of the company on the deposit and use of raised funds in 2021; The independent directors of the company gave their independent opinions on this matter, the audit institution PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) (hereinafter referred to as “PricewaterhouseCoopers Zhongtian”) issued an assurance report, and the sponsor Zheshang Securities Co.Ltd(601878) issued special audit opinions on this proposal.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Special report on the deposit and use of raised funds in 2021 and opinions of independent directors on relevant matters of the 24th Meeting of the second board of directors.
8. Deliberated and passed the company’s proposal on the proposed renewal of accounting firm;
The independent directors of the company gave their prior approval opinions on submitting the proposal to the board of directors for deliberation, and gave their agreed independent opinions.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）The announcement on the proposed renewal of the accounting firm, the prior approval opinions on matters related to the 24th Meeting of the second board of directors, and the opinions of independent directors on matters related to the 24th Meeting of the second board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
9. Deliberated and passed the proposal of the company on using some idle raised funds for cash management; The independent directors of the company have expressed their independent opinions on this matter, and the sponsor Zheshang Securities Co.Ltd(601878) has issued special verification opinions on this proposal.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Announcement on using some idle raised funds for cash management and opinions of independent directors on matters related to the 24th Meeting of the second board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
10. Deliberated and passed the proposal of the company on using some idle self owned funds to purchase financial products; The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Announcement on using some idle self owned funds to purchase financial products and opinions of independent directors on matters related to the 24th Meeting of the second board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
11. Deliberated and passed the proposal of the company on applying for comprehensive credit line from the bank;
In order to meet the needs of the company’s production, operation and development, the board of directors agreed that the company (including the company’s subsidiaries) should apply to the bank for comprehensive credit business, and the total credit line should not exceed 2 billion yuan or the equivalent. The credit line of the above application is valid within 12 months from the date of deliberation and approval by the board of directors, and can be recycled within the validity period of the credit. The board of directors authorizes the chairman or his designated person to exercise the decision-making power within the above limit and sign relevant legal documents.
Voting results: 8 in favor, 0 against and 1 abstention.
12. Deliberated and passed the proposal of the company on the expected daily connected transactions of the company in 2022;
The independent directors of the company gave their prior approval opinions on submitting the proposal to the board of directors for deliberation, and gave their agreed independent opinions.
The directors present at the meeting reviewed the daily related party transactions expected to occur in 2022 one by one, and the directors with avoidance reasons voted to avoid them, as follows:
(1) Daily connected transactions between the company and other enterprises controlled by the actual controller
Voting results: 4 in favor, 0 against and 0 abstention. Xia Liqun, Yuan Xiaoqin, Lin Jiayu, Ren Miao and Gao Xu, the related directors, avoided voting.
(2) Daily related party transactions between the company and other enterprises with directors, supervisors and senior managers of the company as directors
Voting results: 7 in favor, 0 against, 1 abstention, and Gao Xu, a related director, avoided voting.
(3) Daily connected transactions between the company and minority shareholders of important subsidiaries and their affiliated enterprises
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://ww.cn.info.com.cn. ）Announcement on the expected daily connected transactions of the company in 2022, prior approval opinions on matters related to the 24th Meeting of the second board of directors, and opinions of independent directors on matters related to the 24th Meeting of the second board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
13. Deliberated and passed the company’s proposal on reviewing the payment of directors’ remuneration in 2021;
After review, the remuneration payment of the company’s directors meets the regulations, the determination basis is reasonable, in line with the actual situation of the company, the relevant decision-making procedures are legal and effective, and there is no situation that damages the interests of the company and all shareholders. The specific amount of directors’ remuneration is detailed in the 2021 annual report.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Opinions of independent directors on matters related to the 24th Meeting of the second board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
14. Deliberated and passed the company’s proposal on adjusting the allowance of independent directors;
After careful deliberation by the directors attending the meeting, they believed that since taking office, the independent directors of the company have given full play to their professional expertise, made suggestions for the operation and management of the company, diligently performed their duties as independent directors, effectively promoted the standardized operation and scientific decision-making of the company, and agreed to adjust the allowance of independent directors. In combination with the actual operation of the company, the board of directors agreed to adjust the allowance for independent directors from RMB 144000 (before tax) to RMB 168000 (before tax) per person per year, which shall be paid on a monthly basis.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 5 votes in favor, 0 against and 1 abstention. Fu Qilin, Zhang Yansheng and Quanze, the related independent directors, avoided voting on this proposal.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Opinions of independent directors on matters related to the 24th Meeting of the second board of directors.
This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
15. Review and approval of the proposal on the payment of senior management salaries of the company in 2021;
Upon review, the remuneration of the company’s senior managers meets the regulations, the determination basis is reasonable, in line with the actual situation of the company, the relevant decision-making procedures are legal and effective, and there is no situation that damages the interests of the company and all shareholders. The specific amount of senior management compensation is detailed in the relevant contents of the 2021 annual report.
The independent directors of the company have expressed their independent opinions on this matter.
Voting results: 6 votes in favor, 0 against, 1 abstention, and related directors yuan Xiaoqin and Ren Miao avoided voting.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Opinions of independent directors on matters related to the 24th Meeting of the second board of directors.
16. Deliberated and passed the proposal on adjusting the implementation progress of the company’s investment projects with raised funds;
The independent directors of the company have expressed their independent opinions on this matter, and the sponsor Zheshang Securities Co.Ltd(601878) has issued special verification opinions on this proposal.
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Announcement on adjusting the implementation progress of the company’s investment projects with raised funds and opinions of independent directors on relevant matters of the 24th Meeting of the second board of directors.
17. Deliberated and passed the proposal of the company on providing guarantee for holding subsidiaries;
Voting results: 8 in favor, 0 against and 1 abstention.
For details, please refer to cninfo.com, the information disclosure website of gem（ http://www.cn.info.com.cn. ）Announcement on providing guarantee for holding subsidiaries.
18. Deliberated and passed the proposal of the company on purchasing directors, supervisors and senior managers’ liability insurance;
The independent directors of the company made a statement on this matter
