Securities code: 300741 securities abbreviation: Huabao Flavours & Fragrances Co.Ltd(300741) Announcement No.: 2022-004 Huabao Flavours & Fragrances Co.Ltd(300741)
Announcement of resolutions of the 10th meeting of the second board of supervisors
The company and all members of the board of supervisors 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 10th meeting of the second board of supervisors 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 Mr. Luo Jing, chairman of the board of supervisors. 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 participating supervisors, the following proposals were considered and adopted at this meeting:
1、 Deliberated and passed the proposal on and its summary;
The board of supervisors of the company believes that the procedures and decisions of the board of directors in considering the proposals related to the restricted stock incentive plan are legal and effective, and the contents of the Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan (Draft) and its abstract comply with the company law, the securities law, the measures for the administration of stock incentive of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange According to the provisions of relevant laws, regulations and normative documents such as the guidelines for self discipline supervision of companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and the articles of association, the implementation of the first restricted stock incentive plan by the company is conducive to establishing and improving the company’s operation and management mechanism, establishing and improving the company’s incentive and restraint mechanism, and effectively mobilizing the directors of the company and its holding subsidiaries The enthusiasm of senior management, core management, technology and business personnel will help to improve the company’s competitive position in the industry, improve the company’s core competitiveness and ensure the realization of the company’s development strategy and business objectives. The implementation of the equity incentive plan by the company does not harm the interests of the company and all shareholders. It can be implemented in accordance with the requirements of relevant laws, regulations and normative documents after being approved by the general meeting of shareholders of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
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;
The board of supervisors of the company believes that the management measures for the implementation and assessment of Huabao Flavours & Fragrances Co.Ltd(300741) initial restricted stock incentive plan complies with the provisions of relevant laws and regulations and the actual situation of the company, can ensure the smooth implementation of the initial restricted stock incentive plan of the company, and is conducive to the healthy, long-term and sustainable development of the company, Establish a benefit sharing and restraint mechanism between shareholders, company managers and key personnel, which will not damage the interests of the company and all shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation and approval.
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、 The proposal on verifying the list of incentive objects in the first phase of restricted stock incentive plan (Draft) of Huabao Flavours & Fragrances Co.Ltd(300741) was considered and adopted.
After the preliminary verification of the list of incentive objects by the board of supervisors of the company, the board of supervisors believes that:
1. The persons listed in the list of incentive objects of the company’s current restricted stock incentive plan are consistent with the scope of incentive objects determined in the Huabao Flavours & Fragrances Co.Ltd(300741) first phase restricted stock incentive plan (Draft). 2. The basic information of the incentive object is true, and there is no falsehood, intentional concealment or major misunderstanding. 3. The incentive objects have the qualifications specified in the company law, securities law, measures for the administration of equity incentive of listed companies, Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations and normative documents, as well as the articles of association.
4. The incentive object does not have any of the following circumstances stipulated in Article 8 of the measures for the administration of equity incentive of listed companies and article 8.4.2 of the Listing Rules of GEM stocks of Shenzhen Stock Exchange: it has been identified as an inappropriate candidate by the stock exchange in the last 12 months; It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months; Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations within the last 12 months; Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; Those who are not allowed to participate in equity incentive of listed companies according to laws and regulations; Other circumstances recognized by the CSRC.
5. Incentive objects do not include independent directors and supervisors of the company, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children.
6. The incentive object does not participate in the equity incentive plan of two or more listed companies.
7. The incentive object is not prohibited from participating in the equity incentive plan.
After verification, the board of supervisors believes that the incentive objects meet the conditions specified in relevant laws, regulations and normative documents, and they are legal and effective as the incentive objects of the Huabao Flavours & Fragrances Co.Ltd(300741) first phase restricted stock incentive plan (Draft).
The company will publicize the names and positions of incentive objects in the company through the bulletin board before the general meeting of shareholders, and the publicity period shall not be less than 10 days. After the expiration of the publicity period, the board of supervisors of the company will disclose the audit opinions on the list of incentive objects and the explanation of publicity 5 days before the shareholders’ meeting deliberates the equity incentive plan.
Voting results: 3 in favor, 0 against and 0 abstention.
It is hereby announced.
Huabao Flavours & Fragrances Co.Ltd(300741) board of supervisors
January 18, 2022
