Securities code: Joyvio Food Co.Ltd(300268) securities abbreviation: Joyvio Food Co.Ltd(300268) Announcement No.: 2022013 Joyvio Food Co.Ltd(300268)
Announcement of resolutions of the 13th meeting of the 4th board of supervisors
The company and all members of the board of supervisors 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 13th meeting of the 4th board of supervisors 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 supervisors by e-mail on March 26, 2022. Three supervisors should attend the meeting, three supervisors actually attended the meeting, and Ms. Tong Xiaolin, chairman of the board of supervisors, participated and voted by video conference. The meeting was presided over by Ms. Tong Xiaolin, chairman of the board of supervisors. 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 attending supervisors, the following resolutions were adopted:
1、 The following proposals were considered and adopted at the meeting:
1. Review and approve the work report of the board of supervisors of the company in 2021
For details, please refer to the work report of the board of supervisors in 2021 published on cninfo.com on the same day. 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.
2. 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: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
3. The full text and summary of the 2021 annual report of the company were reviewed and adopted
After fully understanding and reviewing the full text and abstract of the company’s 2021 annual report, the board of supervisors of the company believes that: (1) the preparation and review procedures of the full text and abstract of the company’s 2021 annual report comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the company’s operating results and financial status, and there are no false records, misleading statements and major omissions.
(2) Before putting forward this opinion, the board of supervisors did not find that the personnel involved in the preparation and deliberation of the full text and summary of the company’s 2021 annual report had violated the confidentiality provisions.
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: 3 in favor, 0 against and 0 abstention.
This proposal must be submitted to the general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on the outstanding losses reaching one third of the total paid in share 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: 3 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 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.
After careful review, the board of supervisors believes that the profit distribution plan matches the development plan of the company, complies with the provisions of relevant laws and regulations and the articles of association, does not damage the interests of shareholders, especially minority shareholders, and is conducive to the normal operation and healthy development of the company.
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.
6. Review and approve the 2021 annual internal control evaluation report of the company
After careful review, the board of supervisors believes that in 2021, the company established a relatively perfect and reasonable internal control system in accordance with the norms for enterprise internal control issued by the Ministry of Finance and the relevant provisions of Shenzhen Stock Exchange, combined with the actual situation of the company, and has been effectively implemented. The establishment and effective implementation of the internal control system ensure the orderly and efficient development of the company’s business activities, play a better role in risk prevention and control, ensure the safety and integrity of the company’s assets, and safeguard the interests of the company and all shareholders. The 2021 internal control evaluation report prepared by the company objectively, truly and accurately reflects the construction and operation of the company’s internal control system. The company has effective internal control in all major aspects in 2021.
See the 2021 internal control evaluation report published on cninfo.com on the same day for details.
Voting results: 3 in favor, 0 against and 0 abstention.
7. 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.
Voting results: 3 in favor, 0 against and 0 abstention.
8. Deliberated and adopted 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.
After careful review, the board of supervisors believes that the daily related party transactions of the company and its subsidiaries are the normal business scope of production and operation activities, have fulfilled the review procedures specified in relevant laws and regulations, follow the principles of voluntariness, equality, mutual benefit, fairness and fairness, and are in line with the interests of the company and all shareholders.
For details, please refer to the announcement on the expected daily connected transaction quota in 2022 published on cninfo.com on the same day.
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.
9. The proposal on providing guarantee for the company’s comprehensive credit in 2022 was deliberated and adopted
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.
After careful review, the board of supervisors believes that the guarantee of the company and its subsidiaries is mainly to meet the needs of production, operation and business development and ensure the smooth progress of the company’s daily credit and financing. It has fulfilled the review procedures specified in relevant laws and regulations and is in line with the interests of the company and all shareholders.
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.
10. The proposal on accepting guarantees from related parties and related party transactions in 2022 was deliberated and passed. 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.
After careful review, the board of supervisors believes that the company and its subsidiaries’ acceptance of the guarantee provided by related parties is conducive to promoting the sustainable and stable development of the main business of relevant companies and improving their operating efficiency and profitability. It has fulfilled the review procedures specified in relevant laws and regulations and followed the principles of voluntariness, equality, fairness and fairness, which is in the interests of the company and all shareholders.
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.
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.
11. The proposal on using idle self owned funds to carry out financial management business was deliberated and adopted
After careful review, the board of supervisors believes that the company’s use of idle self owned funds for short-term financial management business can further improve the efficiency of the company’s fund use and increase the company’s income, which is in line with the interests of the company and all shareholders.
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.
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.
2、 Documents for future reference
1. Resolution of the 13th meeting of the 4th board of supervisors.
It is hereby announced.
Joyvio Food Co.Ltd(300268) board of supervisors
April 8, 2022
