Securities code: 300741 securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) Announcement No.: 2022-003 Huabao Flavours & Fragrances Co.Ltd(300741)
Announcement on resolutions of the 22nd Meeting of the second board of directors
The company and all members of the board of directors 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.
The notice of the 22nd Meeting of the second board of directors of Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as “the company”) was sent by e-mail on January 13, 2022, and the meeting was held by on-site combined communication on January 17, 2022. The meeting was presided over by the chairman, Mr. Xia Liqun. 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、 Deliberated and passed the proposal on and its summary;
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s directors, senior managers, core management, technology and business personnel, effectively combine the interests of shareholders, the company and the personal interests of the core team, and make all parties pay common attention to the long-term development of the company, On the premise of fully protecting the interests of shareholders, in accordance with the principle of equal income and contribution, and in accordance with relevant laws and regulations such as the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guide for self discipline supervision of GEM listed companies of Shenzhen Stock Exchange No. 1 – business handling According to the provisions of the departmental rules, normative documents and the articles of association, the Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan (Draft) and its summary are hereby formulated to grant restricted shares to the incentive objects.
Voting: 5 in favor, 0 against, 0 abstention and 4 withdrawal.
Xia Liqun, Li Jie, Yuan Xiaoqin and Ren Miao, the directors of the company, are the incentive objects of the first restricted stock incentive plan, so they avoid voting on this proposal.
The independent directors of the company have expressed their independent opinions with explicit consent.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders avoid voting.
For details, please refer to cninfo.com, which is published on the gem information disclosure website（ http://www.cn.info.com.cn. ）The Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan (Draft) and the summary of Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan (Draft).
2、 Deliberated and passed the proposal on the management measures for the implementation and assessment of the first phase of restricted stock incentive plan;
In order to cooperate with the smooth implementation of the company’s first restricted stock incentive plan, in accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guide for companies listed on gem of Shenzhen Stock exchange No. 1 – business handling and other relevant laws and regulations In accordance with the provisions of the normative documents and the articles of association, and in combination with the actual situation of the company, the management measures for the implementation and assessment of the Huabao Flavours & Fragrances Co.Ltd(300741) first phase restricted stock incentive plan are formulated.
Voting: 5 in favor, 0 against, 0 abstention and 4 withdrawal.
Xia Liqun, Li Jie, Yuan Xiaoqin and Ren Miao, the directors of the company, are the incentive objects of the first restricted stock incentive plan, so they avoid voting on this proposal.
The independent directors of the company have expressed their independent opinions with explicit consent.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders avoid voting.
For details, please refer to cninfo.com, which is published on the gem information disclosure website（ http://www.cn.info.com.cn. ）Administrative measures for the implementation and assessment of the Huabao Flavours & Fragrances Co.Ltd(300741) first phase restricted stock incentive plan. 3、 Deliberated and passed the proposal on submitting Huabao Flavours & Fragrances Co.Ltd(300741) the general meeting of shareholders to authorize the board of directors of the company to handle matters related to the first restricted stock incentive plan;
In order to ensure the smooth implementation of the company’s first restricted stock incentive plan (hereinafter referred to as “the plan” or “equity incentive plan”), the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the implementation of the plan within the scope of relevant laws and regulations, including:
1. Authorize the board of directors to determine the grant date of the equity incentive plan;
2. Authorize the board of directors to make corresponding adjustments to the number and grant price of restricted shares in accordance with the methods specified in the equity incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, share subdivision or reduction, allotment and dividend distribution;
3. Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including signing relevant agreements or confirmation documents with the incentive object; 4. Authorize the board of directors to review and confirm the attribution qualification and attribution conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
5. Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
6. Authorize the board of directors to handle all matters necessary for the ownership of incentive objects, including but not limited to submitting an application for ownership registration to the stock exchange and applying to the registration and settlement company for handling relevant registration and settlement businesses;
7. Authorize the board of directors to handle the ownership of restricted shares that have not been vested;
8. Authorize the board of directors to decide on the change and termination of the restricted stock incentive plan, including but not limited to canceling the ownership qualification of the incentive object, handling the inheritance of the deceased incentive object’s non vested restricted stock, and terminating the company’s restricted stock incentive plan; However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
9. Authorize the board of directors to manage and adjust the equity incentive plan of the company, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of the incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
10. Authorize the board of directors to sign and execute any agreement related to the equity incentive plan and other relevant agreements; 11. Authorize the board of directors to appoint intermediary institutions such as receiving banks, accountants and lawyers for the implementation of the equity incentive plan;
12. Authorize the board of directors to go through the formalities of examination and approval, registration, filing, approval and consent with relevant authorities on the equity incentive plan, including but not limited to amending the articles of association and handling the registration of changes in the registered capital of the company; Sign, execute, modify and complete the documents submitted to relevant institutions, organizations and individuals; And do all acts, things and matters that they consider necessary, appropriate or appropriate in connection with the equity incentive plan;
13. Authorize the board of directors to handle other necessary matters required for the implementation of the equity incentive plan, except for the rights to be exercised by the general meeting of shareholders as specified in relevant documents;
14. The period authorized by the above general meeting to the board of directors is the validity period of the restricted stock incentive plan.
Voting: 5 in favor, 0 against, 0 abstention and 4 withdrawal.
Xia Liqun, Li Jie, Yuan Xiaoqin and Ren Miao, the directors of the company, are the incentive objects of the first restricted stock incentive plan, so they avoid voting on this proposal.
This proposal still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders avoid voting.
4、 The proposal on convening the second extraordinary general meeting of shareholders in 2022 was reviewed and adopted.
Voting results: 9 in favor, 0 against and 0 abstention.
The company plans to propose to convene the second extraordinary general meeting of shareholders in 2022, and the meeting time and other related matters will be notified separately.
It is hereby announced.
Huabao Flavours & Fragrances Co.Ltd(300741) board of directors
January 18, 2022
