Zhongtian Guofu Securities Co., Ltd
About Joyvio Food Co.Ltd(300268)
In 2022, Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu”) accepted the verification opinions of related party guarantees and related party transactions provided by related parties as the continuous supervision organization of Joyvio Food Co.Ltd(300268) (hereinafter referred to as ” Joyvio Food Co.Ltd(300268) ,” listed company “and” company “) for issuing shares to specific objects in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, Joyvio Food Co.Ltd(300268) accepts related party guarantees and related party transactions from related parties, The details are as follows:
1、 Related party transactions
(I) basic information of related party transactions
The annual unsecured credit line applied by jiawo Group Co., Ltd. (hereinafter referred to as “jiawo group”) to improve the efficiency of the daily credit line of more than RMB 2022 billion, which is not guaranteed by the holding company of jiawo group. 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 duration of guarantee are subject to the relevant contracts / agreements signed by the company, the guarantor and financial institutions.
(II) relationship
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.
(III) decision making procedures for the performance of this connected transaction
The proposal on accepting guarantees and related party transactions provided by related parties in 2022 was considered and adopted with no votes against and no abstentions, and the related directors Mr. Chen Shaopeng, Mr. Zhou Qingtong, Mr. Wu Xuanli and Ms. Wan Xiaoji avoided voting. The independent directors approved the related party transaction in advance and expressed their agreed independent opinions. The company held the 13th meeting of the 4th board of supervisors on April 6, 2022, and deliberated and adopted the proposal on accepting guarantees and related party transactions provided by related parties in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention votes.
Whereas the controlling shareholder provides 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.
(IV) whether this transaction constitutes a major asset reorganization
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor does it need to be approved by relevant departments.
2、 Basic information of related parties
1. Name of related party: jiawo Group Co., Ltd
2. Registered address: 1727, 17th floor, building 1, No. 2 Academy of Sciences South Road, Haidian District, Beijing
3. Nature of enterprise: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
4. Legal representative: Chen Shaopeng
5. Registered capital: 5812.5 million yuan
6. Business scope: investment, investment management and asset management; Economic and trade consultation and enterprise management consultation; Designing, producing, acting and publishing advertisements; Undertake exhibition activities; Mechanical equipment leasing; Planting flowers; Sales of flowers, grasses and ornamental plants, feed, pesticides (excluding hazardous chemicals), machinery and equipment; Technology import and export, goods import and export, agency import and export; Technology promotion services; Basic software services; Warehousing services. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
7. Main historical evolution and main business: jiawo group was established in May 2012 and changed to a foreign-invested enterprise in August 2019. At present, its main business is agriculture, food investment and related business operations. The main business of jiawo group has not changed significantly in the past three years.
8. As of December 31, 2021, jiawo group had total assets of 23448506000 yuan, net assets of 8151474000 yuan, operating income of 17937460000 yuan and consolidated net profit of 373311000 yuan in 2021 (the above data are extracted from the 2021 annual report data disclosed by Lenovo Holdings Co., Ltd. on the stock exchange of Hong Kong, and the relevant data are applicable to the international accounting standards).
9. Jiawo group is in good credit condition and does not belong to the executee of dishonesty.
3、 Pricing policy and basis of transaction
In order to support the business development of the company, the controlling shareholder of the company provided a guarantee of no more than RMB 1.6 billion for the credit financing of the company and its subsidiaries in 2022. The above guarantee is exempted from the guarantee fee.
4、 Main contents of related party transaction agreement
The relevant contract / agreement for the controlling shareholder of the company to provide free guarantee for the company’s application for comprehensive credit to financial institutions during the validity of the credit line in 2022 has not been signed, and the amount, method and term of guarantee shall be subject to the relevant contract / agreement signed between the company, the guarantor and financial institutions.
5、 Impact of this connected transaction on the company
The controlling shareholders of the company provide guarantee for the financing credit of the company and its subsidiaries and are exempted from the company from paying guarantee fees, which is conducive to promoting the sustainable and stable development of the main business of relevant companies and improving their operating efficiency and profitability. This connected transaction is in line with the overall interests of the company and will not have an adverse impact on the current and future financial status and operating results of the company. There is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From January 1, 2022 to the date of disclosure of this announcement, in addition to this transaction, the company has daily related party transactions of RMB 753400 with jiawo group and its subsidiaries, and the loan balance from jiawo group and its subsidiaries is RMB 2116028800. The above related party transactions comply with the requirements of relevant laws and regulations and the articles of association.
7、 Relevant decision-making procedures to be performed
The 15th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors of listed companies deliberated and adopted the proposal on accepting guarantees and related party transactions from related parties in 2022, and the independent directors also issued their prior approval opinions and agreed independent opinions.
8、 Zhongtian Guofu’s main verification work
Zhongtian Guofu checked the rationality, necessity and effectiveness of its related party transactions by consulting the information disclosure documents of related party transactions, relevant resolutions of the board of directors, opinions of independent directors, as well as various business and management rules and regulations.
9、 Verification opinions of Zhongtian Guofu
Upon verification, Zhongtian Guofu believes that:
The listed company’s acceptance of free guarantees from related parties has been examined and approved by the board of directors of the company, and the independent directors and the board of supervisors have expressed their explicit consent. The performance procedures are complete and compliant, It complies with the requirements of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions. The controlling shareholders of the listed company provide free guarantee for the company’s credit financing in 2022, which is conducive to improving the efficiency of the company’s application for comprehensive credit line from the bank and in line with the actual operation and development strategy of the listed company. This connected transaction is in line with the interests of the company and all shareholders, has no impact on the independence of the listed company, and does not infringe on the interests of the company and minority shareholders. Zhongtian Guofu has no objection to the company’s acceptance of free guarantee provided by related parties.
(no text below)
(there is no text on this page, which is the signature page of Zhongtian Guofu Securities Co., Ltd. on the verification opinions on accepting related party guarantees and related party transactions provided by related parties in 3 Longzhou Group Co.Ltd(002682) 022) sponsor representative:
Liu guanxun, Zhong Kai
Zhongtian Guofu Securities Co., Ltd. April 7, 2022
