Securities code: Joyvio Food Co.Ltd(300268) securities abbreviation: Joyvio Food Co.Ltd(300268) Announcement No.: 2022015 Joyvio Food Co.Ltd(300268)
Announcement on the expected daily connected transaction limit in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
In order to meet the needs of normal production and operation of Joyvio Food Co.Ltd(300268) (hereinafter referred to as “the company”), 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 and calculated by 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.
(II) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party transactions related party transactions as of the disclosure date of the estimated amount of related party content pricing principle of related party transaction category issued in 2021
Selling jiawo group and its subsidiaries to related parties, selling seafood market fair 100033.85 41.78 products and commodity pricing
Purchase water
Purchase from related parties the price of goods such as fruit and grape market fair value 600 3.37 1.45 commodity and service wine of jiawo group and its subsidiaries
And services
KB food international is entrusted by related parties to represent the fair market
The entrusted agent sells the products of its holding (PTE.) Limited with a related price of 1 Shenzhen Capstone Industrial Co.Ltd(000038) .12 154.81 and the products of the commodity owner
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual amount in 2021 actual amount on the disclosure date of related party transactions the estimated amount of inter related party transactions accounted for the business proportion difference between the same and estimated amount period and demand category (%)
Sell seafood to related party jiawo group and its subordinates
Sales of the company’s products 41.78300000 0.00% – 98.08%
Products and commodities
Purchase water from the related party jiawo group and its subordinates. Fruit and grape 1.45100000 100% – 99.86% wine and other commodities of the company in April 2021, giant
Accept the entrustment of the associated trendsetter to act on behalf of KB food 162.23
154.81 (US $240000, 100% – 4.57%) for the sale of its international products
Product and business holding (PTE.) agency service yuan)
Product Limited
The daily related party transactions in 2021 belong to the related party transactions occurred in the daily production and operation of the company. The board of directors of the company believes that the daily related party transactions actually meet the normal development needs of the company, and the relevant transaction prices are determined through consultation with reference to the market price. It is allowed that there is a large difference between the reasonable occurrence and the expectation.
The company has fully calculated the forecast of daily related party transactions in 2021, which is conducive to improving the efficiency of explanation and decision-making of the company. However, due to the influence of factors such as market, customer demand and changes in the production and operation of related parties, there is a certain difference between the forecast of related party transactions and the actual situation.
Affected by the changes of market, customer demand, production and operation of related parties and other factors, the trading parties timely adjust their business strategies according to the actual situation of daily related party transactions and their own actual needs of the independent directors of the municipal company, resulting in a large difference between the actual amount and the expected amount, and a certain difference between the actual amount and the expected amount. In 2021, the actual amount of the company’s daily related party transactions did not exceed the stated amount of the estimated amount, which was in line with the company’s actual production and operation. The transaction was priced according to the market principle, fair and reasonable, and there was no behavior damaging the interests of the company and all shareholders.
2、 Basic information of related parties
(I) related party: jiawo Group Co., Ltd
1. Basic information
Registered address: 1727, 17th floor, building 1, No. 2 Academy of Sciences South Road, Haidian District, Beijing
Nature of enterprise: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
Legal representative: Chen Shaopeng
Registered capital: 5812.5 million yuan
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. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they 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 industrial policies of this city.)
Main financial indicators: as of December 31, 2021, the total assets are 23448506 million yuan and the net assets are
8151474 million yuan. In 2021, the main business income was 1793746 million yuan and the net profit was 373311 million yuan (the above data were extracted from the 2021 annual report data disclosed by Lenovo Holdings Co., Ltd. on the stock exchange of Hong Kong, and the relevant data were subject to the international accounting standards).
2. Related relationship
Jiawo group is the controlling shareholder of the company and meets the related relationship stipulated in paragraph 1 of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange.
3. Performance capability analysis
Jiawo group is a company incorporated and existing according to law, with good operation and strong performance ability.
(II) related party: KB Food International Holding (PTE.) Limited (hereinafter referred to as “KB food”)
1. Basic information
Domicile: paya Lebar square 60 paya Lebar Rd 08-43409051
Nature of enterprise: limited liability company
Legal representative: Chen Shaopeng
Registered capital: USD 8764558817
Business scope: investment and operation of seafood industry
KB food is mainly engaged in fishing, trading, processing and sales of aquatic products in Australia. Its main products include fresh and frozen seafood (mainly including Australian shrimp, Australian live lobster, New Zealand long tailed cod, salmon, etc.) and frozen food, dry goods, dairy products and other categories. Main financial indicators: as of December 31, 2021, the total assets are 1472401600 yuan and the net assets are 652201300 yuan. In 2021, the main business income was 2006641300 yuan and the net profit was 11771300 yuan.
2. Related relationship
KB food is a subsidiary controlled by jiawo group, the controlling shareholder of the company, and meets the related relationship stipulated in paragraph 2 of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange.
3. Performance capability analysis
KB food is a company incorporated and existing in Australia according to law, with good operation and strong performance ability.
3、 Main contents of related party transactions
(I) main contents of related party transactions
Combined with the actual situation of the company’s business, it is expected that the company will have daily related party transactions with the above related parties in 2022, such as selling goods, purchasing goods and accepting the entrustment of related parties to sell their products on their behalf.
The pricing of related party transactions between the company and related parties follows the market-oriented principle, which is based on the market price and determined by both parties through consensus. The transaction price, collection and payment arrangement and settlement method involved in the daily business process shall comply with the general commercial terms of the company, and the transaction price shall be conducted in accordance with the principles of openness, fairness and impartiality.
(II) signing of related party transaction agreement
The daily related party transaction agreement will be signed by the company and related parties within the expected amount according to the actual situation.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions between the company and the above related parties belong to the normal business scope of the company engaged in production and business activities, meet the needs of the company’s actual operation and development, and are conducive to maintaining the sustainable development and stable growth of the company. All parties involved in daily connected transactions have followed the principles of openness, fairness and impartiality. The transaction price is based on the fair market price and determined by both parties through negotiation. The transaction price and collection and payment arrangement are fair and reasonable. There is no situation that damages the interests of the company and all shareholders, will not affect the independence of the company, and will not lead to the company’s dependence on or control over connected parties.
5、 Opinions of independent directors and intermediaries
(I) prior approval opinions and independent opinions of independent directors
1. Prior approval
After deliberation, we agreed that the company’s estimated amount of daily connected transactions in 2022 belongs to the normal business scope of the company’s production and operation activities, meets the needs of the company’s actual operation and development, and is conducive to maintaining the sustainable development and stable growth of the company. Related party transactions follow the principles of openness, fairness and impartiality. The transaction price is based on the market fair price and determined by both parties through negotiation. The transaction price and collection and payment arrangement are fair and reasonable, without damaging the interests of the company and all shareholders, and will not affect the independence of the company. Therefore, we approved the above proposal in advance and agreed to submit the above matters to the board of directors of the company for deliberation. The related directors should avoid voting and submit it to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors.
