Work report of the board of supervisors in 2021
During the reporting period, the board of supervisors actively performed the functions of the board of supervisors in accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, with the attitude of being responsible to the company, all shareholders and employees, and supervised the legal operation, financial status, major decisions, convening procedures of the general meeting of shareholders and the board of directors, and the performance of directors and senior managers in 2021. The report on the work of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 12 meetings of the board of supervisors, and the convening and voting procedures of the meetings were in line with the provisions of the company law, the securities law, the articles of association and other laws, regulations and normative documents. The details are as follows:
(I) on January 13, 2021, the company held the 22nd Meeting of the third session of the board of supervisors, deliberated and adopted two proposals, namely, the proposal on the early replacement of the board of supervisors and the election of non employee representative supervisors of the fourth session of the board of supervisors, and the proposal on the remuneration (allowance) of supervisors of the fourth session of the board of supervisors.
(II) on January 29, 2021, the company held the first meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on the election of the chairman of the Fourth Board of supervisors.
(III) on April 27, 2021, the company held the second meeting of the fourth session of the board of supervisors, deliberated and adopted 12 proposals, including the proposal on the work report of the board of supervisors in 2020, the proposal on the full text and summary of the annual report in 2020, and the proposal on the full text of the report in the first quarter of 2021.
(IV) on May 21, 2021, the company held the third meeting of the Fourth Board of supervisors, deliberated and approved 8 proposals, including the proposal on the company's meeting the conditions for issuing A-Shares to specific objects and the proposal on the company's plan for issuing A-Shares to specific objects in 2021.
(V) on May 31, 2021, the company held the fourth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on purchasing directors' and supervisors' high liability insurance.
(VI) on June 25, 2021, the company held the fifth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on
There are three proposals in total: the proposal of the company on the measures for the administration of the implementation and assessment of the restricted stock incentive plan in 2021 and the proposal on the verification of the list of incentive objects of the restricted stock incentive plan in 2021.
(VII) on June 28, 2021, the company held the sixth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on the election of non employee representative supervisors.
(VIII) on July 16, 2021, the company held the 7th Meeting of the 4th board of supervisors, deliberated and adopted the proposal on the election of the chairman of the board of supervisors.
(IX) on August 27, 2021, the company held the 8th meeting of the 4th board of supervisors, deliberated and approved the proposal on the semi annual report and summary of 2021 and the proposal on the special report on the deposit and use of raised funds in the semi annual of 2021.
(x) on September 7, 2021, the company held the 9th meeting of the 4th board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time.
（11） On October 27, 2021, the company held the 10th interim meeting of the Fourth Board of supervisors, deliberated and adopted the third quarter report of 2021.
（12） On December 3, 2021, the company held the 11th interim meeting of the 4th board of supervisors, deliberated and approved two proposals, namely, the proposal on terminating the issuance of shares to specific objects and withdrawing the application documents, and the proposal on signing and terminating the related party transactions involved in the share subscription agreement.
2、 Supervision and verification opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company, in accordance with the provisions of the company law, the securities law, the articles of association and other relevant laws, regulations and normative documents, earnestly performed the supervision function in order to effectively safeguard the interests of the company and the interests of the majority of shareholders, and expressed the following opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
The board of directors and supervisors shall inspect the performance of the company's shareholders' meeting, the board of directors' meeting, the board of supervisors' meeting, the board of directors' meeting, the board of directors' meeting, the board of supervisors' meeting, the board of directors' meeting, the board of directors' meeting, the board of supervisors' meeting, the board of directors' meeting, the board of supervisors' meeting, the board of directors' meeting, the board of supervisors' meeting, the board of directors' meeting, the board of supervisors' meeting, the board of directors' meeting, the board of directors' meeting, the board of The meetings were held in accordance with the provisions of the company law, the securities law, the articles of association and other relevant systems, the decision-making procedures met the requirements of relevant laws, regulations and the articles of association, the contents of relevant resolutions were legal and effective, and the company was not found to have illegal business activities. The members of the board of directors and senior managers of the company can faithfully and diligently perform their duties in accordance with relevant national laws, regulations and the articles of association. No public security was found during the reporting period
Joyvio Food Co.Ltd(300268)
When performing their duties and exercising their powers, the directors and senior managers of the company have committed acts in violation of laws, regulations, the articles of association and damaging the interests of the company and shareholders.
(II) check the financial situation of the company
During the reporting period, the board of supervisors of the company conducted effective supervision and inspection on the company's financial situation and considered that the company's financial system was perfect and sound; The financial condition is good, the asset quality is excellent, and the recognition and measurement of income, expenses and profits are true and accurate; The contents of the 2021 annual report of the company truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
(III) use and management of the company's raised funds
During the reporting period, the board of supervisors supervised and verified the use and management of the company's raised funds and held that the company strictly complied with laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, etc Use and manage the raised funds in accordance with the provisions of the normative documents and the management system of the company's raised funds, and perform the relevant information disclosure in a timely, true, accurate and complete manner, without changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders.
(IV) related party transactions of the company
During the reporting period, the board of supervisors supervised and verified the related party transactions of the company in 2021 in accordance with the provisions of the company law and the articles of association. The decision-making procedures of the related party transactions of the company in 2021 were in line with the provisions of relevant laws, regulations and the articles of Association, did not violate the principles of openness, fairness and impartiality, the price of the related party transactions was fair, met the actual production and operation needs of the company, and there was no internal transaction, There is no behavior that damages the interests of the company and all shareholders.
(V) non operating occupied funds and external guarantees
During the reporting period, there was no non operational occupation of the company's funds by controlling shareholders and other related parties; The company has performed the prescribed approval and decision-making procedures for external matters, the approval procedures are legal and effective, and there are no illegal external guarantees and overdue guarantees.
(VI) insider information management system
During the reporting period, the board of supervisors of the company supervised the establishment and implementation of the insider information management system of the company. The board of supervisors believed that during the reporting period, the company had established the insider information management system and the prior reporting system for related party trading of company shares in accordance with the requirements of laws and regulations. During the reporting period, the company strictly
Joyvio Food Co.Ltd(300268)
Ge implements the relevant management system of insider information and strictly standardizes the information transmission process. During the reporting period, no insider disclosed insider information, conducted insider trading or suggested others to use insider information for trading.
(VII) opinions on the self-evaluation report of the company's internal control
The board of supervisors reviewed the internal control evaluation report of the company in 2021 and the construction and operation of the company's internal control system. Combined with the actual needs of its own operation and management and business development, the company has established a relatively perfect internal control system and can be effectively implemented. The evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors will continue to strictly implement the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, earnestly perform the functions of the board of supervisors with an attitude of being responsible to all shareholders, safeguard the legitimate rights and interests of the company and shareholders, and effectively play its functions for the standardized operation, improvement and improvement of governance level of the company.
In 2022, the board of supervisors will continue to strengthen its own learning, improve business skills, innovate working methods and improve the professional ability of supervisors to perform their duties; Continue to strengthen the supervision over the performance of the company's directors and senior executives, establish efficient communication channels and methods, and promote the efficient conduct of the company's business; Through regular inspection and review of the company's financial report, timely understand the company's financial situation and supervise the company's financial situation, so as to ensure the timely disclosure of the company's financial report and truly, accurately and completely reflect the company's financial situation; Conscientiously perform the duties of supervising the standardization and rationality of the company's internal control system, and strengthen the supervision of the company's foreign investment, financial management, asset transactions and other major matters with the help of the improvement of the internal management system. In 2022, the board of supervisors will continue to strengthen the implementation of the supervision function, continue to faithfully perform the duties of supervisors in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and relevant national regulations and policies, further promote the standardized operation of the company and better safeguard the interests of the company and the majority of shareholders.
This report needs to be submitted to the general meeting of shareholders of the company for deliberation.
Joyvio Food Co.Ltd(300268) board of supervisors
April 8, 2022
