Zhongtian Guofu Securities Co., Ltd
About Joyvio Food Co.Ltd(300268)
It is estimated that the verification opinions on the daily connected transaction limit in 2022
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as “Zhongtian Guofu”) is the continuous supervision organization of Joyvio Food Co.Ltd(300268) Co., Ltd. (hereinafter referred to as ” Joyvio Food Co.Ltd(300268) “, “listed company” and “company”) in issuing shares to specific objects in 2020, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of the gem of Shenzhen Stock Exchange, the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, and the guidelines on self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the amount of daily related party transactions of Joyvio Food Co.Ltd(300268) expected in 2022 has been carefully verified, The details are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
In order to meet the needs of Joyvio Food Co.Ltd(300268) 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 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
Amount of related party transactions in related party transactions incurred on the date of disclosure of the estimated amount of related party capacity pricing principle of related party transaction category in 2021
Selling the fair value of the seafood market of jiawo group and its subordinate companies to related parties: 31.32 41.78 products and commodity pricing department
Purchasing fruits from related parties and the Portuguese market of jiawo group and its subordinate companies
Goods and services division wine and other goods pricing 600 3.37 1.45 and services
Related party transactions within related party transactions issued by 2021
Related party transaction category related party capacity pricing principle estimated amount incurred on the date
amount of money
KB food international is entrusted by related parties to sell the fair market
The entrusted agent sells its holding (PTE.) limited to its related parties at a price of 1 Shenzhen Capstone Industrial Co.Ltd(000038) .24 154.81
Products, commodities and products
Note: the exchange rate is based on the central parity rate (1) of RMB against US dollar published by China foreign exchange trading center authorized by the people’s Bank of China on March 25, 2022
USD = 6.3739 yuan).
(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 of related parties accounts for the business proportion difference (%) between the same and estimated amount period and demand category
（％）
Selling seafood to the related party jiawo group and its subsidiaries
Sales products and affiliated products 41.78300000 0.00% – 98.08%
commodity
Purchase water from the related party jiawo group and its subsidiaries. The commodities purchased in April 2021 belong to the company’s fruits and grapes 1.45100000 100% – 99.86%. On April 28, wine and other commodities were heavily invested
Accept associated KB Food Network
The client entrusts to provide 154.81 162.23 100% – 4.57% of products on behalf of International
To sell its holding (PTE.) agency services ($240000)
Products and commodities
The daily related party transactions in 2021 belong to the related party transactions occurred in the daily production and operation of the company, which meet the requirements of the board of directors for the daily related party transactions and meet the normal production and development needs of the company. The relevant transaction prices are determined through consultation with reference to the market price, which is reasonable and fair.
There is a big difference between the international occurrence and the forecast. The company has fully calculated the forecast of daily related party transactions in 2021, which is conducive to improving the explanation rate of the company’s decision-making efficiency. However, due to the influence of factors such as changes in the market, customer demand and the production and operation of related parties, there is a certain difference between the forecast and the actual occurrence of related party transactions.
Affected by the market, customer demand, changes in the production and operation of related parties and other factors, the trading parties timely adjust their business strategies according to the market-oriented independent directors’ daily related party transactions and their own actual needs, resulting in a significant 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 expected amount, which is consistent with the company’s actual production and operation. The transaction is priced according to the market principle, fair and reasonable, and there is 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; set up
Planning, producing, acting and publishing advertisements; Undertake exhibition activities; Mechanical equipment leasing; Planting flowers; pin
Import and export of goods, import and export agent; 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. Association 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
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
2. Related relationship
KB Food International Holding (PTE.) Limited (hereinafter referred to as “KB food”) is a subsidiary controlled by jiawo group, the controlling shareholder of the company, and complies with the related relationship stipulated in paragraph 2 of article 7.2.3 of the Listing Rules of gem shares 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、 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 the listed company deliberated and adopted the proposal on the expected daily connected transaction quota in 2022, and the independent directors also issued their prior approval opinions and agreed independent opinions.
6、 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.
7、 Verification opinions of Zhongtian Guofu
Upon verification, Zhongtian Guofu believes that:
Joyvio Food Co.Ltd(300268) the daily related party transactions expected to occur in 2022 meet the needs of the company’s development of normal business activities and are not conducted
