Huabao Flavours & Fragrances Co.Ltd(300741) independent director
The opinions of independent directors on relevant matters of the 22nd Meeting of the second board of directors are in accordance with the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”) and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies As an independent director of Huabao Flavours & Fragrances Co.Ltd(300741) (hereinafter referred to as the “company”), according to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the articles of association, the working system of independent directors and other relevant provisions, after carefully reviewing the relevant matters of the 22nd Meeting of the second board of directors of the company based on the position of independent judgment, My opinions are as follows:
1、 Independent opinions on the Huabao Flavours & Fragrances Co.Ltd(300741) first restricted stock incentive plan (Draft) and its abstract
The company plans to implement the first restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan”). After deliberation, we believe that:
1. It is not found that the company is prohibited from implementing the equity incentive plan as stipulated in the administrative measures, listing rules and other laws, regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan. 2. The incentive objects determined in this incentive plan of the company have the qualifications specified in the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the articles of Association and other laws, regulations and normative documents; There is no situation that the stock exchange has identified it as an inappropriate candidate within the last 12 months; There is no case that the CSRC and its dispatched offices have identified it as an inappropriate candidate within the last 12 months; There are no cases in which the CSRC and its dispatched offices have imposed administrative penalties or taken market entry prohibition measures for major violations of laws and regulations in the last 12 months; There is no circumstance that the company is not allowed to serve as a director or senior manager of the company as stipulated in the company law; There is no case that the listed company is not allowed to participate in the equity incentive according to laws and regulations. The listed personnel meet the incentive object conditions specified in the administrative measures and listing rules, meet the incentive object scope specified in the company’s incentive plan, and their subject qualification as the incentive object of the company is legal and effective.
3. The contents of the company’s incentive plan comply with the provisions of the company law, securities law, administrative measures and other relevant laws, regulations and normative documents; The granting arrangements and attribution arrangements (including granting amount, granting date, granting conditions, granting price, vesting date, vesting conditions, etc.) of restricted shares to each incentive object do not violate the provisions of relevant laws, regulations and normative documents, and do not infringe the interests of the company and all shareholders. 4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. When the board of directors of the company deliberated on the equity incentive plan, the related directors have avoided voting, the convening and holding procedures and voting procedures of the meeting comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions of the meeting are legal and effective.
6. The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders.
To sum up, we agree that the company will implement this equity incentive plan and agree to submit the matter to the general meeting of shareholders for deliberation.
2、 Independent opinions on the administrative measures for the implementation and assessment of the Huabao Flavours & Fragrances Co.Ltd(300741) first phase restricted stock incentive plan
After deliberation on the administrative measures for the implementation and assessment of the Huabao Flavours & Fragrances Co.Ltd(300741) first phase restricted stock incentive plan, we believe that:
The establishment of the assessment indicators of the company’s equity incentive plan complies with the basic provisions of laws, regulations and the articles of association. The assessment indicators of the company’s equity incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The performance assessment indicators at the company level set the growth rate of operating revenue. The growth rate of operating income is an important symbol to measure the operating status and market share of enterprises and predict the development trend of enterprises. It is the basis for the survival and development of enterprises. After reasonable prediction and considering the incentive effect of this equity incentive plan, this equity incentive plan has set clear performance evaluation indicators at the company level.
In addition to the performance appraisal at the company level, the company has set up a performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for the ownership of restricted shares according to the performance evaluation results of the incentive object in the previous year. Only when the two indicators are reached at the same time, the incentive object can carry out the ownership operation of restricted stocks and obtain income.
In conclusion, the assessment system of the company’s equity incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the equity incentive plan.
We unanimously agree on the management measures for the implementation and assessment of the Huabao Flavours & Fragrances Co.Ltd(300741) first phase restricted stock incentive plan, and the above matters need to be submitted to the general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Huabao Flavours & Fragrances Co.Ltd(300741) independent director’s opinions on matters related to the 22nd Meeting of the second board of directors) signature of independent director: Fu Qilin: Zhang Yansheng: Quan Ze:
January 17, 2022
