Securities code: Joyvio Food Co.Ltd(300268) securities abbreviation: Joyvio Food Co.Ltd(300268) Announcement No.: 2022012 Joyvio Food Co.Ltd(300268)
Announcement of resolutions of the 15th meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Joyvio Food Co.Ltd(300268) (hereinafter referred to as “the company”) the 15th meeting of the 4th board of directors was held in the company’s conference room on April 6, 2022 by means of on-site and video conference, and the meeting notice was sent to all directors by e-mail on March 26, 2022. There are 7 directors who should attend the meeting, 7 directors who actually attend the meeting, and independent directors Mr. Wang Quanxi, Ms. Shi Hui and Ms. Guo Xiangyun attend and vote by video conference. The meeting was presided over by Mr. Chen Shaopeng, chairman of the board of directors. The supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the provisions of the company law and the articles of association, and the voting was valid. After careful deliberation by the directors attending the meeting, the following resolutions were formed:
1、 The following proposals were considered and adopted at the meeting:
1. Review and approve the work report of the general manager of the company in 2021
In 2021, due to the epidemic, the global economy was impacted to varying degrees, and China’s foreign markets were facing a complex macro environment. The company’s business has also been adversely affected by the continuous high cost of cross-border logistics, the increase of port killing expenses and storage expenses in port. Under the correct leadership of the company’s board of directors, the whole staff of the company made concerted efforts, performed their duties conscientiously and dared to take responsibility, worked hard to promote the annual business work plan based on the development idea of “integrating upstream capital and developing the Chinese market”, and various business measures have been steadily promoted, Achieve good performance growth. The main work of the company and its management in 2021: (1) continuously develop value-added products and create a new engine for business growth. (2) Continue to explore downstream channels and strengthen brand exposure. (3) Strengthen resource integration and coordination and improve management and operation efficiency. At the same time, take the Chinese market as the key development direction, that is, while further consolidating the overseas markets such as the United States, Europe and the Asia Pacific, strengthen the channel expansion of the Chinese market, so as to realize the diversified allocation of the company’s business in the global market, and flexibly respond to the impact of regional market fluctuations in real time, so as to provide a world-class seafood platform enterprise with the whole industrial chain, globalization and specialization for the company in the future, Lay a solid foundation. Voting results: 7 in favor, 0 against and 0 abstention.
2. Review and approve the work report of the board of directors in 2021
See the work report of the board of directors in 2021 published on cninfo.com on the same day for details. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
3. Review and approve the company’s 2021 annual financial statement report
For details, please refer to the financial statement of 2021 published on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
4. The full text and summary of the company’s 2021 annual report were reviewed and adopted
For details, please refer to the full text and abstract of the 2021 annual report published on cninfo.com on the same day. Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
5. Deliberated and passed the proposal on the outstanding losses reaching one third of the total paid in share capital
According to the company’s 2021 annual audit report (xyzh / 2022bjaa110116) issued by ShineWing Certified Public Accountants (special general partnership), as of December 31, 2021, the company’s (consolidated statements) outstanding loss was -142457481446 yuan, the paid in capital was 17420000000 yuan, and the amount of the company’s outstanding loss exceeded one third of the total paid in capital.
For details, please refer to the announcement on the outstanding losses reaching one-third of the total paid in share capital published on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
6. Deliberated and passed the proposal on profit distribution in 2021
Audited by ShineWing Certified Public Accountants (special general partnership), the net profit of the parent company in 2021 was -548073 million yuan; As of December 31, 2021, the accumulated undistributed profit of the parent company was -585997300 yuan. In accordance with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association and other relevant provisions, and comprehensively considering the company’s future capital arrangement plan and development plan, the company will not distribute cash dividends, bonus shares or increase share capital with capital reserve in 2021.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
7. Review and approve the 2021 annual internal control evaluation report of the company
See the 2021 internal control evaluation report published on cninfo.com on the same day for details. The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
8. Reviewed and approved the special report on the deposit and use of the company’s raised funds in 2021
For details, see the special report on the deposit and use of raised funds in 2021 published on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
9. Deliberated and adopted the proposal on the remuneration scheme for senior managers in 2022
(1) Applicable objects of this scheme
Senior management of the company.
(2) Compensation scheme for senior management of the company
Senior managers receive compensation according to their specific management positions in the company and the relevant salary and performance appraisal management system of the company. The chairman is authorized to determine the annual basic salary standard of senior managers according to their post responsibilities and market salary level.
(3) Other provisions
The individual income tax related to the above salary shall be withheld and paid by the company. The company can make adjustments according to the industry conditions and the actual operation of the company. The salary adjustment plan of senior managers can be implemented only after being reviewed and approved by the board of directors. The relevant expenses of senior managers attending the meetings of the board of directors, special committees, the board of supervisors, the general meeting of shareholders and other meetings of the company shall be borne by the company.
According to the requirements of relevant laws and regulations and the articles of association, the remuneration of the above-mentioned senior managers shall come into force after being deliberated and approved by the board of directors.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
10. Deliberated and passed the proposal on the expected daily connected transaction quota in 2022
In order to meet the needs of the company’s normal production and operation, according to the requirements of laws, administrative regulations and other normative documents, the articles of association and other relevant provisions, combined with the actual situation of the company’s business operation, calculated by the relevant departments of the company, It is estimated that in 2022, the total amount of daily connected transactions between the company and its subsidiaries and the controlling shareholder jiawo Group Co., Ltd. (hereinafter referred to as “jiawo group”) and its subsidiaries will not exceed 116 million yuan. According to statistics, the cumulative amount of daily related party transactions between the company and the above related parties in 2021 is RMB 1.9804 million, which is within the range of daily related party transactions approved by the company in 2021.
For details, please refer to the announcement on the expected daily connected transaction quota in 2022 published on cninfo.com on the same day.
The independent directors have expressed their prior approval opinions and agreed independent opinions on this proposal.
Related directors Mr. Chen Shaopeng, Mr. Zhou Qingtong, Mr. Wu Xuanli and Ms. Wan Xiaoji avoided voting on this proposal.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
11. The proposal on applying for comprehensive credit line and providing guarantee in 2022 was considered and adopted
In 2022, according to the needs of the company’s operation and development, in order to ensure the smooth progress of the company’s production and operation, reduce financing costs and improve capital operation efficiency, the company and its subsidiaries applied to banks and other financial institutions for a comprehensive credit line with a cumulative total amount of no more than 1.6 billion yuan (or equivalent foreign currency). It is mainly used for bank loans, bank acceptance bills, letters of credit, letter of guarantee, financial leasing, equipment loans, M & A loans, forward foreign exchange settlement and sales, bill pledge, project loans under construction, factoring financing and other credit businesses. The authorization is valid from the date of deliberation and approval at the 2021 annual general meeting to the date of convening the 2022 annual general meeting, and authorizes the chairman or his authorized representative to sign relevant legal documents within the above limit.
In order to improve the efficiency of applying for comprehensive credit line from the bank and ensure the smooth completion of the company’s daily credit financing, the company is expected to provide no more than RMB 1.6 billion guarantee between subsidiaries and holding subsidiaries (excluding the implemented guarantee). The guarantee methods include but are not limited to joint and several liability guarantee, credit guarantee, asset mortgage, pledge, etc. the validity period is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.
For details, see the announcement on applying for comprehensive credit line and providing guarantee in 2022 published on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
12. The proposal on accepting guarantees from related parties and related party transactions in 2022 was considered and adopted
In order to improve the efficiency of the company’s application for comprehensive credit line from the bank and ensure the smooth completion of the company’s daily credit financing, the controlling shareholder of the company jiawo group decided to provide a guarantee of no more than RMB 1.6 billion for the company’s credit financing in 2022. The guarantee methods include but are not limited to joint and several liability guarantee, credit guarantee, pledge, etc. the validity period is from the date of deliberation and approval of the company’s 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders. The specific amount and term of guarantee are subject to the relevant contracts / agreements signed by the company, the guarantor and financial institutions.
Jiawo group holds 46.08% of the company’s equity and is the controlling shareholder of the company. According to the provisions of the Shenzhen Stock Exchange gem stock listing rules, jiawo group provides guarantee for the company’s credit financing in 2022, forming a connected transaction.
For details, see the announcement on accepting guarantees and related party transactions from related parties in 2022 published on cninfo.com on the same day.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Related directors Mr. Chen Shaopeng, Mr. Zhou Qingtong, Mr. Wu Xuanli and Ms. Wan Xiaoji avoided voting on this proposal.
Voting results: 3 in favor, 0 against and 0 abstention.
Whereas the controlling shareholder provides free guarantee for the financing credit of the company and its subsidiaries, the company is exempted from paying guarantee fees to them. According to the relevant provisions of article 7.2.17 (II) of the GEM Listing Rules of Shenzhen Stock Exchange: transactions in which a listed company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, may be exempted from being submitted to the general meeting of shareholders for deliberation.
13. The proposal on using idle self owned funds to carry out financial management business was deliberated and adopted
For details, see the announcement on using idle self owned funds to carry out financial management business published on cninfo.com on the same day.
The independent directors of the company have expressed their independent opinions on this proposal.
Voting results: 7 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
14. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted
The company will hold the 2021 annual general meeting of shareholders in the conference room of Beiyuan Hotel, yard 6, Shuangying Road, Chaoyang District, Beijing at 10:30 a.m. on Thursday, April 28, 2022 by combining on-site voting and online voting.
For details, see the notice on convening the 2021 annual general meeting of shareholders published on cninfo.com on the same day.
Voting results: 7 in favor, 0 against and 0 abstention.
The then independent directors of the company submitted the 2021 annual report of independent directors to the board of directors on their work in 2021, and will report on their work at the 2021 annual general meeting of shareholders of the company. For details of the report, please refer to the announcement published on cninfo.com on the same day.
2、 Documents for future reference
1. Resolutions of the 15th meeting of the 4th board of directors;
2. Prior approval opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors; 3. Independent opinions of independent directors on matters related to the 15th meeting of the Fourth Board of directors.
It is hereby announced.
Joyvio Food Co.Ltd(300268) board of directors
April 8, 2022
