Work report of the board of directors in 2021
In 2021, all members of the board of directors of Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”) strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other laws, regulations and the articles of association In accordance with the relevant provisions of the rules of procedure of the board of directors, the board of directors diligently carried out all the work of the board of directors, promoted the improvement of corporate governance and the development of various businesses of the company, and actively and effectively played the role of the board of directors. The work of the board of directors in 2021 is reported as follows:
1、 Overall operation of the company
In 2021, in the face of changes in the external environment such as the normalization of the epidemic situation and the rise of raw material prices, the company resolutely promoted the implementation of strategic planning, insisted on doing a good job in epidemic prevention and control, took the initiative to deal with raw material price fluctuations with strategic procurement, continued to optimize the product structure by strengthening technology R & D and product innovation, and guided by consumer value and customer value, Actively explore the transformation of business mode from “selling flavor products” to “providing solutions”. In the construction of industrial ecology, the company adopts both investment and M & A, steadily distributes the downstream of the industrial chain, and actively expands overseas R & D, production and sales networks. At the same time, continuously improve the management system, optimize the organizational structure, promote the information construction and digital transformation, further improve the fine management level and operation efficiency, and lay a solid foundation for the sustainable development and expansion of the company.
During the reporting period, the company achieved an operating income of 1941375300 yuan, a decrease of 7.31% over the same period of the previous year. Among them, due to the overall downstream market demand changes and the company’s product structure adjustment, the consumption of flavoring business has dropped by 10.79% during the current period, and the sales volume of food ingredients business has increased by 19.88% during the current period, and the sales value of daily flavoring business has increased by 11.13% during the current period. The total profit of the company was 11812691 million yuan, a decrease of 14.96% over the same period of last year; During the reporting period, the company realized a net profit attributable to the shareholders of the listed company of 1004352 million yuan, a decrease of 14.90% over the same period of the previous year; The basic earnings per share was 1.63 yuan, a decrease of 15.10% over the same period last year; The weighted average return on net assets was 13.30%, down 2.34 percentage points from the same period last year.
China is China’s China top ten fragrance industry. The ten largest Chinese flavor industry is selected by the China Light Industry Federation and the China flavor and fragrance industry association. It is also awarded the “China Light Industry Top 100 enterprises”. The company has won the “China top 100 enterprise award” of the China top 100 Summit Forum of listed companies for three consecutive times, and ranked among the top 50 companies listed on the gem in the “15th China listed company value selection”.
2、 Daily work of the board of directors
(I) board meeting
During the reporting period, the board of directors of the company held 14 meetings, as follows:
1. On January 27, 2021, the company held the 8th meeting of the second board of directors, deliberated and adopted the proposal on adjusting the internal functional departments of the company.
2. On February 9, 2021, the company held the ninth meeting of the second board of directors, deliberated and passed the proposal on the appointment of vice president and chief financial officer.
3. On March 19, 2021, the company held the 10th meeting of the second board of directors, deliberated and passed the following proposals:
(1) 2020 annual report and its summary;
(2) 2020 work report of the board of directors;
(3) 2020 president’s work report;
(4) Financial statement report of 2020;
(5) 2020 profit distribution plan;
(6) 2020 internal control evaluation report;
(7) Special report on the deposit and use of raised funds in 2020;
(8) Proposal on the proposed renewal of accounting firm;
(9) Proposal on depositing part of the raised funds in the form of time deposit;
(10) Proposal on using some idle raised funds and self owned funds to purchase financial products;
(11) Proposal on the expected daily connected transactions of the company in 2021;
(12) Proposal on reviewing the payment of directors’ remuneration in 2020;
(13) Proposal on reviewing the salary payment of senior managers in 2020;
(14) Proposal on changing the purpose of some raised funds and adjusting the implementation plan of some raised investment projects; (15) Proposal on revising some management systems;
(16) Proposal on purchasing directors, supervisors and senior managers’ liability insurance;
(17) Proposal on convening the 2020 annual general meeting of shareholders of the company.
4. On April 26, 2021, the company held the 11th meeting of the second board of directors, reviewed and adopted the report of the first quarter of 2021.
5. On May 14, 2021, the company held the 12th meeting of the second board of directors, deliberated and passed the proposal on the appointment of the company’s vice president.
6. On June 11, 2021, the company held the 13th meeting of the second board of directors, deliberated and passed the following proposals:
(1) Proposal on adjusting internal functional departments of the company;
(2) Proposal on by election of non independent directors of the company;
(3) Proposal on Amending the articles of Association;
(4) Proposal on convening the first extraordinary general meeting of shareholders in 2021.
7. On June 28, 2021, the company held the 14th meeting of the second board of directors, deliberated and adopted the proposal on electing the co chairman of the second board of directors.
8. On July 2, 2021, the company held the 15th meeting of the second board of directors, deliberated and adopted the proposal on appointing the Secretary of the board of directors of the company.
9. On August 20, 2021, the company held the 16th meeting of the second board of directors, considered and passed the following proposals:
(1) Semi annual report of Huabao Flavours & Fragrances Co.Ltd(300741) 2021 and its summary;
(2) Special report on the deposit and use of raised funds in the half year of 2021;
(3) Proposal on increasing the amount of cash management with idle raised funds;
(4) Proposal on Revising the information disclosure and investor relations management system;
(5) Proposal on formulating the business management system for information disclosure suspension and exemption.
10. On September 17, 2021, the company held the 17th meeting of the second board of directors, deliberated and adopted the proposal on applying for comprehensive credit line from the bank.
11. On September 29, 2021, the company held the 18th meeting of the second board of directors, deliberated and passed the proposal on increasing the amount of cash management using idle raised funds.
12. On October 26, 2021, the company held the 19th meeting of the second board of directors, considered and passed the following proposals:
(1) Third quarter report of Huabao Flavours & Fragrances Co.Ltd(300741) 2021;
(2) Proposal on Amending the registration and management system for insiders of Huabao Flavours & Fragrances Co.Ltd(300741) insider information;
(3) Proposal on Revising Huabao Flavours & Fragrances Co.Ltd(300741) internal audit system.
13. On November 18, 2021, the company held the 20th meeting of the second board of directors, deliberated and passed the following proposals:
(1) Proposal on Amending the working rules of the Secretary of Huabao Flavours & Fragrances Co.Ltd(300741) board of directors; (2) Proposal on formulating Huabao Flavours & Fragrances Co.Ltd(300741) anti fraud, anti bribery and reporting management system.
14. On December 30, 2021, the company held the 21st Meeting of the second board of directors, considered and passed the following proposals:
(1) Proposal on by election of independent directors of the company;
(2) Proposal on convening the first extraordinary general meeting of shareholders in 2022.
(II) general meeting of shareholders
During the reporting period, the board of directors of the company convened two general meetings of shareholders, as follows:
1. On April 9, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and passed the following proposals:
(1) 2020 annual report and its summary;
(2) 2020 work report of the board of directors;
(3) Work report of the board of supervisors in 2020;
(4) Financial statement report of 2020;
(5) 2020 profit distribution plan;
(6) Proposal on the proposed renewal of accounting firm;
(7) Proposal on estimated daily connected transactions of the company in 2021:
(8) Proposal on reviewing the payment of directors’ remuneration in 2020;
(9) Proposal on reviewing the remuneration of supervisors in 2020;
(10) Proposal on changing the purpose of some raised funds and adjusting the implementation plan of some raised investment projects; (11) Proposal on purchasing directors, supervisors and senior managers’ liability insurance.
2. On June 28, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the following proposals:
(1) Proposal on by election of non independent directors of the company;
(2) Proposal on Amending the articles of association.
The board of directors of the company implemented the above resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders.
(III) performance of independent directors
During the reporting period, the independent directors of the company performed relevant duties and obligations according to law, issued independent opinions on matters requiring independent opinions according to law, and actively safeguarded the legitimate rights and interests of the company and all shareholders. The independent directors of the company 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.
(IV) operation of special committees of the board of directors
The board of directors of the company has a strategy committee, an audit committee, a nomination committee, a remuneration and assessment committee and other special committees. During the reporting period, the special committees carried out their work in accordance with the articles of association and the rules of procedure of the special committees, faithfully performed their duties with a serious, responsible, diligent and honest attitude, promoted the scientific and efficient decision-making of the board of directors, improved the corporate governance structure and improved the management level of the company.
3、 Priorities of the board of directors in 2022
In 2022, the board of directors will continue to actively play its core role in corporate governance. According to the actual situation and development strategy of the company, adhering to the principle of being responsible to all shareholders, the board of directors will do a solid job in its daily work and improve the level of governance and decision-making of the company, including the following aspects:
(I) continue to do a good job in corporate governance and standardize information disclosure
The board of directors of the company will improve the relevant rules and regulations of the company as needed, strengthen internal control and improve the standard operation level of the company; Based on the principles of openness, impartiality and fairness, disclose the relevant information of the company in a true, accurate, complete and timely manner, continuously improve the quality of information disclosure, enhance the transparency of the company and effectively protect the rights and interests of investors. (II) strengthen compliance construction and eliminate insider trading
The company further strengthened the training of directors, senior managers and relevant staff, strengthened the concept of legal system, consciously observed and maintained the order of the securities market, strictly implemented the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, enhanced the sensitivity to insider information and put an end to insider trading.
(III) strengthening investor relations management
The company will strengthen investor relations management and further improve the level of investor relations management. The board of directors of the company will maintain good communication and exchange with investors, strengthen investors’ understanding of the company, establish investors’ confidence in the development of the company, and effectively enhance the benign interactive relationship between the company and investors.
(IV) promote the construction of projects invested with raised funds and improve the efficiency of the use of raised funds
In combination with business development and future development strategy, the company will actively promote the construction of investment projects with raised funds, control project investment risks, and further strengthen the storage and use management of raised funds to maximize the benefits of raised funds in accordance with the construction plan of investment projects with raised funds.
(V) practice corporate social responsibility and improve the image of the capital market
The company always adheres to the enterprise development vision of “leader of delicious life”, and actively performs corporate social responsibility while pursuing economic benefits and realizing long-term development. The company continues to improve and optimize the partnership with suppliers and customers, and enthusiastically participates in the public welfare undertakings of targeted poverty alleviation; Internally, actively improve the working and living environment of employees, implement the environmental management system, and promote the common development of the company with employees, suppliers, customers and society. At the same time, the company attaches great importance to the management of investor relations, strengthens the contact and communication with investors through various channels, and establishes a good capital market image for the company.
In 2022, the board of directors of the company will standardize the governance structure in strict accordance with relevant laws and regulations and in combination with its own actual situation, so as to make true and complete information disclosure
