Joyvio Food Co.Ltd(300268) independent director
Independent opinions on matters related to the 15th meeting of the 4th board of directors
According to the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, 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, the articles of association of Joyvio Food Co.Ltd(300268) (hereinafter referred to as the “company”), the working system of independent directors and other relevant laws and regulations In accordance with the provisions of the rules and regulations, as an independent director of the company, based on the position of independent judgment, we carefully reviewed the relevant matters of the 15th meeting of the Fourth Board of directors of the company and issued independent opinions as follows:
1、 Independent opinions on profit distribution in 2021
After careful consideration of the proposal on profit distribution in 2021, we believe that the 2021 profit distribution plan of the company complies with the company law, the articles of association and other relevant provisions, conforms to the current actual situation of the company, is conducive to the sustainable, stable and healthy development of the company, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making procedure of the proposal is legal and compliant, and complies with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the company’s 2021 profit distribution plan and submit it to the company’s 2021 annual general meeting for deliberation.
2、 Independent opinions on the 2021 internal control evaluation report
After carefully reviewing the 2021 annual internal control evaluation report of the company, we believe that the company has established a relatively sound and perfect internal control system and can be effectively implemented. The company’s existing internal control covers all aspects and links of the company’s operation, forms a standardized control system, ensures the normal operation and management of the company, and has rationality, integrity and effectiveness. The company’s internal control evaluation report is true, complete and accurate, reflecting the construction and operation of the company’s internal control system. Therefore, we agree to the 2021 internal control evaluation report prepared by the company.
3、 Independent opinions on the special report on the deposit and use of raised funds in 2021
After review, we believe that the special report on the deposit and use of raised funds in 2021 prepared by the company is true, accurate and complete, truthfully reflects the actual deposit and use of raised funds in 2021, and complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks Relevant provisions of the standardized operation of companies listed on GEM and the management system of company raised funds. Therefore, we agree to the company’s special report on the deposit and use of raised funds in 2021.
4、 Independent opinions on the remuneration scheme of senior managers in 2022
We have carefully reviewed the company’s 2022 senior management compensation plan. We believe that the plan takes into account fairness and incentive, fully considers the company’s operation and industry salary level, conforms to the company’s development stage, can fully mobilize the work enthusiasm of senior managers, and is conducive to the stable operation and development of the company. Therefore, we agree to the company’s 2022 senior management compensation plan.
5、 Opinions on the estimated amount of daily connected transactions in 2022
After deliberation, the company expects that the daily related party transactions such as selling goods, purchasing goods and accepting the entrustment of related parties to sell their products with the controlling shareholder jiawo Group Co., Ltd. and its subsidiaries in 2022 are based on the needs of business development and daily production and operation, follow the general commercial principles of equality, mutual benefit and compensation for equal value, the price is determined according to the market price, and the pricing is fair, fair and reasonable, There is no damage to the interests of the company and all shareholders, which will not have an adverse impact on the future financial situation and operating results, affect the independence of the company, and form dependence on related parties. Therefore, we agree to the proposal on the estimated daily connected transaction limit in 2022 and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Independent opinions on applying for comprehensive credit line and providing guarantee in 2022
We believe that the company’s application for 2022 comprehensive credit line and guarantee is mainly to meet the working capital needs of the company’s daily business activities and improve the company’s decision-making efficiency, which will not damage the company’s future financial status and operating results, and is conducive to the long-term development of the company. The guaranteed object is the subsidiary of the company, with stable operation and good credit status. The risk of the company providing guarantee is controllable. The decision-making procedure of this matter complies with the provisions of relevant laws and regulations and normative documents, and there is no situation damaging the interests of the company and shareholders. Therefore, we agree to the company’s proposal to apply for comprehensive credit line and provide guarantee in 2022 and submit it to the company’s 2021 annual general meeting for deliberation.
7、 Independent opinions on accepting guarantees from related parties and related party transactions in 2022
After deliberation, the controlling shareholder of the company provides guarantee for the financing credit of the company and its subsidiaries and is exempted from the company from paying guarantee fees, which is conducive to the business development and long-term interests of the company. The related party transaction company is a pure beneficiary, and there is no transfer of interests, which is in line with the overall interests of the company. The decision-making procedures for accepting guarantees from related parties are legal and compliant, comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. Therefore, we agree to the company’s proposal to accept guarantees and related party transactions provided by related parties in 2022.
8、 Independent opinions on the company’s principal guaranteed financial management business
After deliberation, we believe that the company’s use of idle self owned funds for short-term financial management business on the premise of ensuring the capital demand of daily operation and effectively controlling risks is conducive to improving the use efficiency of the company’s funds, will not adversely affect the company’s business activities, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making procedures on the company’s use of idle self owned funds for short-term financial management are legal and compliant, and comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the proposal on using idle self owned funds for short-term financial management and submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
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(there is no text on this page, which is the signature page of Joyvio Food Co.Ltd(300268) independent director’s independent opinions on matters related to the 15th meeting of the 4th board of directors) independent director (signature):
Wang Quanxi, Shi Hui, Guo Xiangyun
April 6, 2022
