Report on the work of independent directors in 2021 (Wang Quanxi)
Shareholders and shareholder representatives:
As an independent director of Joyvio Food Co.Ltd(300268) (hereinafter referred to as “the company”), I strictly abide by the company law, the standards for corporate governance of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange on GEM, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws Regulations, the articles of association, the working system of independent directors and other provisions, scrupulously performed their duties, faithfully and diligently, actively attended relevant meetings, carefully considered various proposals of the board of directors, faithfully performed the duties of independent directors, gave full play to the independent role of independent directors, and effectively safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders. My performance of duties in 2021 is reported as follows:
1、 Attendance at the board of directors and shareholders’ meeting
Whether there are two consecutive communications in this reporting period
Attendance at the board of directors on site attendance at the board of directors attendance at the board of directors’ entrusted attendance attendance times of directors absent from the board of directors times of shareholders’ meeting times of meetings times of meetings plus times of the board of directors
Discuss
12 1 11 0 0 0 No 1
In 2021, in strict accordance with the provisions and requirements of the articles of association, the rules of procedure of the board of directors and the rules of procedure of the general meeting of shareholders, I actively participated in the meetings of the board of directors and the general meeting of shareholders held by the company, did not miss or entrust others to attend the meetings, and diligently performed the duties of independent directors. Before each meeting, I carefully reviewed the meeting materials provided by the company in advance, and gave prior approval opinions on major matters such as related party transactions. At the meeting, carefully listened to and considered each proposal, actively participated in the discussion and put forward rationalization suggestions. After objective and careful consideration of all proposals, they carefully voted in favour, but did not vote against or abstain from voting. I performed my duties as an independent director in good faith and diligently, and safeguarded the overall interests of the company and the interests of all shareholders.
2、 Independent opinions
In 2021, I made independent comments on the proposal of the board of directors and other matters of the company as follows: 1. On January 29, 2021, I reviewed the appointment of senior managers at the first meeting of the Fourth Board of directors of the company
The manager expressed independent opinions on personnel matters.
2. On April 27, 2021, the company reviewed the profit distribution in 2020, the special statement on the occupation of non operating funds and other related capital transactions in 2020, the internal control evaluation report in 2020, the special report on the deposit and use of raised funds in 2020, the remuneration plan for senior managers in 2021, the expected daily related party transaction amount in 2021 Applying for comprehensive credit line in 2021, providing guarantee for comprehensive credit of subsidiaries in 2021, carrying out principal guaranteed financial management business, appointing accounting firm in 2021, special description of the company’s accumulated and current guarantee and other related matters, and expressed prior approval opinions and independent opinions.
3. On April 29, 2021, he expressed independent opinions on the appointment of the general manager of the company discussed at the fourth meeting of the Fourth Board of directors of the company.
4. On May 21, 2021, the company issued prior approval opinions and independent opinions on the company’s 2021 A-share issuance plan to specific objects and matters related to related party transactions considered at the fifth meeting of the Fourth Board of directors; Issued special opinions on the demonstration and analysis report on the company’s plan to issue A-Shares to specific objects.
5. On May 31, 2021, the company issued prior approval opinions and independent opinions on the purchase of directors’ and supervisors’ high liability insurance considered at the sixth meeting of the Fourth Board of directors.
6. On June 18, 2021, he expressed independent opinions on the appointment of senior managers considered at the seventh meeting of the Fourth Board of directors of the company.
7. On June 25, 2021, the company issued prior approval opinions and independent opinions on the proposed change of the company’s name, securities abbreviation and business scope, the 2021 restricted stock incentive plan of jiawo Agricultural Development Co., Ltd. (Draft) and its abstract, and the scientificity and rationality of the indicators set in the incentive plan, which were considered at the eighth meeting of the Fourth Board of directors.
8. On August 27, 2021, the company issued special instructions and independent opinions on the occupation of the company’s funds and the company’s external guarantees by the controlling shareholders and other related parties in the half year of 2020 considered at the ninth meeting of the Fourth Board of directors of the company.
9. On September 7, 2021, the company expressed independent opinions on the issue of granting restricted shares to incentive objects for the first time considered at the 10th meeting of the Fourth Board of directors of the company.
10. On December 3, 2021, the company reviewed the matters on terminating the issuance of shares to specific objects and withdrawing the application documents, as well as the signing of supplementary articles between the company and subscription objects, which were considered at the 12th interim meeting of the Fourth Board of directors of the company
Joyvio Food Co.Ltd(300268)
The termination agreement of the effective share subscription agreement and related party transactions issued prior approval opinions and independent opinions.
3、 Performance of special committees
In order to actively promote the work of the special committee of the board of directors, as the convener of the audit committee of the board of directors of the company, I actively participated in the meetings of the Committee in accordance with the relevant system requirements of the working rules of the committee, and reviewed the internal audit, internal control and other reports of the company. In accordance with the provisions of the working system of independent directors, the working rules of the audit committee of the board of directors and other relevant systems, earnestly perform their duties, continuously pay attention to the company’s situation and the progress of major events, supervise the improvement and implementation of the company’s internal control system, carefully review the company’s regular reports, renew the appointment of audit institutions and other aspects.
During the preparation and review of the company’s periodic report, the company has fully and effectively communicated with the company’s financial director and certified public accountants, carefully reviewed the audit opinions issued by the audit institution, and understood the audit work arrangement and progress of the annual report.
4、 On site inspection of the company
In 2021, the epidemic had a certain impact on my on-site participation in meetings and on-site investigation. The company organized and held the board of directors and special committees in the way of on-site combined with video conference to provide convenience for my participation. I maintain close contact with other directors, senior executives and internal audit departments of the company through video participation, telephone and network communication. At the same time, we should have an in-depth understanding of the company’s production and operation, internal control, financial management and the implementation of resolutions of the board of directors, and be informed of the progress of major matters of the company in a timely manner. In addition, always pay attention to the media reports on the company and the impact of external environment and market changes on the company, put forward reference suggestions for the company’s operation and management, and effectively give full play to the responsibilities of independent directors.
5、 Work done in protecting the rights and interests of investors
1. Actively pay attention to the company’s information disclosure and ensure that the company completes the information disclosure in a true, accurate, timely and complete manner in strict accordance with the provisions of laws and regulations such as the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem.
2. Perform the duties of independent directors, conduct in-depth understanding of the improvement and implementation of the company’s production and operation, financial management, internal control and other systems through on-site investigation, inquiry and discussion, and exercise the voting rights independently, objectively and prudently, promote the scientific decision-making of the board of directors, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
Joyvio Food Co.Ltd(300268)
3. Strengthen self-study, deepen the understanding of various laws, regulations and rules, improve their ability to perform their duties, promote the company’s further standardized operation, practically strengthen the ability to protect the interests of the company and investors, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and better protect the rights and interests of investors. 6、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to perform the duties of independent directors, give full play to the role of independent directors, ensure the objective, fair and independent operation of the board of directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders, in the spirit of seriousness, diligence and prudence, in accordance with the provisions and requirements of laws and regulations and the articles of association.
Joyvio Food Co.Ltd(300268) independent director: Wang Quanxi
April 6, 2022
