Joyvio Food Co.Ltd(300268) : Announcement on applying for comprehensive credit line and providing guarantee in 2022

Securities code: Joyvio Food Co.Ltd(300268) securities abbreviation: Joyvio Food Co.Ltd(300268) Announcement No.: 2022016 Joyvio Food Co.Ltd(300268)

Announcement on applying for comprehensive credit line and providing guarantee 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、 Overview of applying for bank credit line and guarantee

(I) application for bank credit line

In 2022, according to the needs of the company’s operation and development, in order to ensure the smooth progress of the company’s production and operation, reduce financing costs and improve capital operation efficiency, the company and its subsidiaries plan to apply for comprehensive credit lines from banks and other financial institutions as follows:

1. Credit line:

A comprehensive credit line with a cumulative total of no more than 1.6 billion yuan (or equivalent foreign currency).

2. Credit purpose:

The above comprehensive credit line is mainly used for bank loans, bank acceptance bills, letters of credit, letter of guarantee, financial leasing, equipment loans, M & A loans, forward foreign exchange settlement and sales, bill pledge, project loans under construction, factoring financing and other credit businesses.

3. Authorization matters:

Authorize the chairman or his authorized representative to sign relevant legal documents within the above limit.

4. Validity period of authorization:

From the date of deliberation and approval at the 2021 annual general meeting to the date of holding the 2022 annual general meeting. The relevant credit lines that have been approved and effective by the general meeting of shareholders in the past can be extended from the date when this proposal is considered and approved by the general meeting of shareholders, but they shall be implemented in accordance with the lines approved in this proposal. If the quota needs to be increased within the period, it shall be submitted for deliberation separately.

(II) guarantee

In order to improve the efficiency of applying for comprehensive credit line from the bank and ensure the smooth completion of the company’s daily credit financing, the company is expected to provide no more than RMB 1.6 billion guarantee between subsidiaries and holding subsidiaries (excluding the implemented guarantee). The guarantee methods include but are not limited to joint and several liability guarantee, credit guarantee, asset mortgage, pledge, etc. the validity period is from the date of deliberation and approval of the company’s 2021 annual general meeting to the date of holding the 2022 annual general meeting.

The above total financing amount and guarantee matters will finally be subject to the needs of each subsidiary and the actual approval of banks and other financial institutions. At the same time, the company can adjust the guarantee amount of each subsidiary according to the actual situation.

For the specific guarantee matters occurring within the above limit and validity period, the board of directors authorizes the chairman to negotiate with banks and other financial institutions to determine the guarantee method, guarantee amount, guarantee period, signing time, etc. according to the actual operation and specific financing conditions, and sign the guarantee agreement and relevant legal documents.

This transaction must be approved by the general meeting of shareholders of the company, and the related shareholders will avoid voting on the relevant proposals of this transaction at the general meeting of shareholders.

2、 Forecast of guarantee amount in 2022

Guaranteed amount of the guaranteed party in 2022

As of the latest period, whether the guarantor’s guarantee accounts for the listed company’s shareholding ratio of the guaranteed party to the balance of asset liability guarantee, and the net assets of the company in the latest guarantee case rate calculation period

proportion

The asset liability ratio of the company and its subsidiaries is lower than – lower than 70% 7568126129000204.38% no, 70% of the company’s subsidiaries

The asset liability ratio of the company and its subsidiaries exceeds – more than 70% 24981523100049.11% no, 70% subsidiaries of the company

3、 Basic information of the guaranteed

(I) Qingdao Guoxing Food Co., Ltd. (hereinafter referred to as “Qingdao Guoxing”)

1. Date of establishment: September 14, 2000

2. Place of registration: middle section of Shuangyuan Road, Chengyang street, Chengyang District, Qingdao

3. Legal representative: Chen Jianhua

4. Registered capital: 72.667 million yuan

5. Main business: licensed items: food production; Food business; Import and export of goods; Food import and export; Technology import and export; Food Internet sales. General items: non residential real estate leasing.

6. Ownership structure: the company holds 55%, and natural persons Zhang Zhigang and Li Hongwei hold 22.5% respectively.

7. Financial data:

As of December 31, 2021, Qingdao Guoxing has total assets of 4285838 million yuan, total liabilities of 1375658 million yuan and net assets of 291018 million yuan; In 2021, the operating income was 7498876 million yuan and the profit was

The total profit was -209444 million yuan and the net profit was -220782 million yuan. The above data are prepared in accordance with Chinese accounting standards and have been audited.

(II) Qingdao Fuhua Hezhong Trading Co., Ltd. (hereinafter referred to as “Fuhua Hezhong”)

1. Date of establishment: March 25, 2003

2. Place of registration: Qingdao Xindadi Refrigeration Co., Ltd. in the west of Shuangyuan Road, Liuting street, Chengyang District, Qingdao, Shandong Province

3. Legal representative: Zhang Zhigang

4. Registered capital: 6 million yuan

5. Main business: licensed items: food sales; Food Internet sales; Food import and export; Import and export of goods; Technology import and export. General items: fresh meat wholesale; Fresh meat retail; Wholesale of aquatic products; Retail of aquatic products; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale Shenzhen Agricultural Products Group Co.Ltd(000061) ‘s production, sales, processing, transportation, storage and other related services; Sales of office supplies; Wholesale of sporting goods and equipment; Hardware product R & D; Sales of chemical products (excluding licensed chemical products); Sales of electronic components and electromechanical components and equipment; Sales of knitwear, textiles and raw materials; Sales of daily necessities; Clothing wholesale; Wholesale of shoes and hats; Sales of building materials; General cargo warehousing services.

6. Equity structure: Qingdao Guoxing holds 100% equity

7. Financial data:

As of December 31, 2021, Fuhua Hezhong had total assets of 188783100 yuan, total liabilities of 167941700 yuan and net assets of 208414 million yuan; In 2021, the operating revenue was 1830107 million yuan, the total profit was 149656 million yuan, and the net profit was 112053 million yuan. The above data are prepared in accordance with Chinese accounting standards and have been audited.

(III) jiawo Zhencheng (Qingdao) Food Co., Ltd. (hereinafter referred to as “Qingdao Zhencheng”) and its subsidiaries Sichuan Meiyan Ocean Food Co., Ltd. and Sichuan Meiyan Ocean Trade Co., Ltd

1. Date of establishment: November 15, 2019

2. Place of registration: No. 88, wheel mountain road, Huangdao District, Qingdao City, Shandong Province

3. Legal representative: Tang Yin

4. Registered capital: 15 million yuan

5. Main business: licensed items: food business; Food business (selling bulk food); Sales of health food; Import and export of goods; Technology import and export; Food production.

(for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business items shall be subject to the approval documents or licenses of relevant departments) general items: food business (only pre packaged food is sold); Food Internet sales (sales of prepackaged food); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Low temperature storage (excluding hazardous chemicals and other items requiring approval); Enterprise management consulting; Information consulting services (excluding licensed information consulting services); Fresh meat retail; Wholesale of fresh meat; Sales of maternal and infant supplies; Procurement agency services; Business agency services; China trade agency; Wholesale of aquatic products; Aquatic products retail.

6. Equity structure: the company holds 100% equity of Qingdao Zhencheng

7. Financial data:

As of December 31, 2021, Qingdao Zhencheng had total assets of 613839 million yuan, total liabilities of 1119021 million yuan and net assets of – 505182 million yuan; In 2021, the operating income was RMB Ningxia Xinri Hengli Steel Wire Rope Co.Ltd(600165) million, the total profit was RMB -251373 million and the net profit was RMB -251373 million. The above data are prepared in accordance with Chinese accounting standards and have been audited.

(IV) Hainan Fengjia Food Co., Ltd. (hereinafter referred to as “Hainan Fengjia”)

1. Date of establishment: January 14, 2021

2. Place of registration: 223, floor 2, building a, Zhongxian community, No. 9, Meipo Road, Bailong street, Meilan District, Haikou City, Hainan Province

3. Legal representative: Tang Yin

4. Registered capital: 5 million yuan

5. Main business: licensed items: Sales of duty-free goods; Food Internet sales; Technology import and export; Import and export of goods; Food business (selling bulk food); Food production; Import and export agency; Sales of infant formula milk powder and other infant formula foods (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general items: Internet sales (except for the sale of goods that need to be licensed); Internet sales of food (only pre packaged food); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); business management; Sales agent Shenzhen Agricultural Products Group Co.Ltd(000061) ‘s production, sales, processing, transportation, storage and other related services; Trade brokerage; Information technology consulting services; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) retail; Wholesale of aquatic products; Retail of aquatic products; Fresh meat retail; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) primary processing; Food sales (only pre packaged food is sold).

6. Equity structure: the company holds 100% equity

7. Financial data:

As of December 31, 2021, Hainan Fengjia has total assets of 7.3834 million yuan, total liabilities of 126434 million yuan and net assets of -5.2601 million yuan; In 2021, the operating income was 1.0307 million yuan, the total profit was -5.2601 million yuan and the net profit was -5.2601 million yuan. The above data are prepared in accordance with Chinese accounting standards and have been audited.

(V) australis Mar S.A. (hereinafter referred to as “AMSA”)

1. Date of establishment: November 5, 2007

2. Place of registration: room 15a, first floor, 560 Santa Rosa Road, port balas, Chile

3. Registered capital: USD 223359350

4. Main business: import and export, distribution and agency of various goods and products; Purchase, sell, exchange, lease and dispose of all kinds of movable property, real property, aquaculture franchise, fishery and aquaculture license and other similar goods; Provision of services, including those related to fisheries and aquaculture; Purchase, sale, reproduction, breeding, import, export and distribution of various aquatic biological resources (especially salmon) and all activities directly or indirectly related to fisheries and aquaculture; Investing in all kinds of real, movable, tangible or intangible assets, such as stocks, bonds, commercial paper, savings plans, quotas or rights of various companies, civil or commercial associations and associations, securities and the performance of relevant acts and agreements; Establish and integrate companies, enterprises, associations or business entities of any nature for the needs of the company’s rapid development.

5. Equity structure: AMSA is a wholly-owned subsidiary of australis seafoods S.A. (hereinafter referred to as “australis”), a Chilean subsidiary of the company

6. Financial data:

As of December 31, 2021, AMSA has total assets of US $889.69 million, total liabilities of US $658.88 million and net assets of US $230.81 million; In 2021, the operating revenue was US $484.18 million and the net profit was US $13.27 million. The above data are prepared in accordance with international accounting standards and have been audited.

(VI) congelados y conservas Fitz Roy S.A. (hereinafter referred to as “Fitz Roy”)

1. Date of establishment: March 30, 2001

2. Registered address: room 15a, first floor, 560 Santa Rosa Road, port balas, Chile

3. Registered capital: US $404

4. Main business: mainly engaged in the fishing, preservation, processing, disposal and trading of aquatic animals or organisms 5. Equity structure: Fitz Roy is a wholly-owned subsidiary of australis

6. Financial data:

As of December 31, 2021, Fitz Roy had total assets of USD 73.84 million, total liabilities of USD 81.66 million and net assets of USD -7.81 million; In 2021, the operating revenue was USD 19.51 million and the net profit was USD -0.05 million. The above data are prepared in accordance with international accounting standards and have been audited.

(VII) australisagua Dulce S.A. (hereinafter referred to as “Agua Dulce”)

1. Date of establishment: November 12, 2009

2. Registered address: 161 decher Road, balas port, Chile

3. Registered capital: USD 10152964

4. Main business: mainly engaged in freshwater seedling breeding of salmon

5. Equity structure: Agua Dulce is a wholly-owned subsidiary of australis

6. Financial data:

As of December 31, 2021, Agua Dulce had total assets of USD 33.92 million, total liabilities of USD 18.68 million and net assets of USD 15.24 million; In 2021, the operating revenue was $2.54 million and the net profit was $2.09 million. The above data are prepared in accordance with international accounting standards and have been audited.

(VIII) pesquera Torres del Paine Limitada (hereinafter referred to as “ptdp”)

1. Date of establishment: November 1987

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