Securities code: 002639 securities abbreviation: Fujian Snowman Co.Ltd(002639) Announcement No.: 2021-083 Fujian Snowman Co.Ltd(002639)
Announcement on providing guarantee for wholly-owned subsidiaries to apply for factoring quota
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 guarantee matters
Fujian snowman Zhenxun Development Co., Ltd. (hereinafter referred to as “Zhenxun development”), Fujian Snowman refrigeration equipment Co., Ltd. (hereinafter referred to as “snowman refrigeration”) and Fujian Snowman Compressor Co., Ltd. (hereinafter referred to as “snowman compressor”) are wholly-owned subsidiaries of the company. The above three wholly-owned subsidiaries are transferred to Fujian strait bank Co., Ltd. (hereinafter referred to as “Strait bank”) has applied for a total amount of comprehensive factoring cooperation of no more than RMB 50 million, of which Zhenxun development plans to apply for factoring financing from strait bank of no more than RMB 10 million, and snowman refrigeration plans to apply for factoring financing from strait bank of no more than RMB 25 million, Snowman compressor plans to apply for factoring financing from Bank of Taiwan Strait, with the amount not exceeding 15 million yuan, The purpose of the factoring cooperation line is for upstream customers of the three wholly-owned subsidiaries to apply for supply chain e financing from Straits bank (factoring) business: in the process of factoring and financing business in which the above three wholly-owned subsidiaries are debtors of accounts receivable, the company provides joint and several liability guarantee for the payment obligation of accounts payable confirmed by the above three wholly-owned subsidiaries, with the guarantee amount not exceeding RMB 50 million, and the guarantee period is from the date of guarantee to the payment obligation of accounts payable confirmed Business is over.
The above external guarantee was deliberated and adopted at the 34th meeting of the Fourth Board of directors held on December 21, 2021, and the voting results were 8 in favor, 0 against and 0 abstention. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association, as the asset liability ratio of the wholly-owned subsidiaries of the guarantee object Zhenxun development, snowman refrigeration and snowman compressor exceeds 70%, the matters of this guarantee need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
(i) Zhenxun development
2. Address: Liren Industrial Zone, Hangcheng street, Changle District, Fuzhou
3. Legal representative: Lin Ming
4. Registered capital: 50 million yuan
5. Date of establishment: August 9, 2012
6. Business scope: technical consultation, sales and maintenance services for new, efficient and energy-saving compressors and compressor units, air conditioning units and heat pump units, refrigeration equipment, heat exchangers, ice making equipment, process cold water equipment, gas expanders, compressor and refrigeration equipment related accessories, auxiliary equipment and electromechanical equipment; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; Sales of other unlisted chemical products (excluding hazardous chemicals and precursor chemicals); other unlisted retail businesses; wholesale of other mechanical equipment and electronic products; wholesale of hardware products; other unlisted wholesale businesses; mechanical engineering research services. (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
7. Financial data of one year and one period (data of the latest period are Unaudited):
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 12342.6721327.04
Total liabilities 9507.0615405.66
Total owner’s equity 2835.615921.38
Operating income 21708.9636475.69
Operating profit -1455.481577.34
Net profit -1125.761592.00
（2） Snowman refrigeration
1. Name: Fujian Snowman refrigeration equipment Co., Ltd
2. Address: Liren Industrial Zone (phase II), Hangcheng street, Changle District, Fuzhou
3. Legal representative: Lin Ruxiong
4. Registered capital: 155 million yuan
5. Date of establishment: November 11, 2003
6. Business scope: manufacturing and sales of refrigeration and air conditioning equipment; Manufacturing and sales of metal pressure vessels (A2 class III low and medium pressure vessels); installation, commissioning and maintenance services of refrigeration equipment and environmental protection equipment; R & D and technical consultation of refrigeration equipment; fabrication and installation of steel structure; anti-corrosion and thermal insulation works; hardware and electrical equipment (excluding electric bicycle), electromechanical equipment and metal materials Sales of (excluding rare and precious metals); sales of other unlisted chemical products (excluding hazardous chemicals and precursor chemicals). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Financial data of one year and one period (data of the latest period are Unaudited):
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 55043.6044499.23
Total liabilities 45276.2836206.86
Total owner’s equity 9767.328292.37
Operating income 35909.6543402.89
Operating profit -6645.95-2074.62
Net profit -6424.62-1579.94
（3） Snowman compressor
1. Name: Fujian Snowman Compressor Co., Ltd
2. Address: No. 8, Dongjiang West Road, Liren Industrial Zone, Hangcheng street, Changle District, Fuzhou, Fujian
3. Legal representative: Lin Rujie
4. Registered capital: 300 million yuan
5. Date of establishment: April 12, 2019
6. Business scope: manufacturing and sales of compressors, expanders, refrigeration equipment, air conditioning equipment, electromechanical equipment, turbine machinery and related parts; R & D and technical consultation of compressor and refrigeration equipment; Installation, commissioning and maintenance services of refrigeration equipment and electromechanical equipment; Sales of Wujinjiaodian (excluding electric bicycles), chemical products (excluding dangerous chemicals and precursor chemicals), electromechanical equipment and metal materials; self operated and acting as an agent for the import and export of various commodities and technologies, except the commodities and technologies limited or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Financial data of one year and one period (data of the latest period are Unaudited):
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 23013.6525739.14
Total liabilities 17850.3219260.26
Total owner’s equity 5163.336478.88
Operating income 24142.5021368.43
Operating profit -3331.54177 07
Net profit -2406.18193 seventy-five
According to the query results of China executive information disclosure network, the above-mentioned wholly-owned subsidiaries do not have the situation of being executed in bad faith and do not belong to the person being executed in bad faith.
4、 Main contents of the guarantee agreement
The company will sign a guarantee contract within the approved amount when the guarantee actually occurs. The specific guarantee amount, guarantee period and other terms will be implemented within the above scope, which shall be subject to the actually signed contract.
5、 Accumulated external guarantees and overdue guarantees
After this guarantee, the approved guarantee amount of the listed company and its holding subsidiaries is 899.64 million yuan. After this guarantee is provided, the total balance of external guarantees of the listed company and its holding subsidiaries is 599.5 million yuan, accounting for 28.35% of the latest audited net assets of the listed company; There are no guarantees corresponding to overdue debts, guarantees not involving litigation and guarantees that should be borne due to the judgment of losing the lawsuit. The company and its subsidiaries have no overdue external guarantee.
6、 Opinions of the board of directors
The board of directors of the company believes that the wholly-owned subsidiary of the company plans to apply for comprehensive financing credit line from financial institutions, It is to help expand upstream customers, broaden financing channels and apply for supply chain e financing (factoring) business is conducive to make full use of and flexibly allocate the company’s credit and guarantee resources to meet the capital needs of wholly-owned subsidiaries, which is in line with the interests of the company and shareholders. The guaranteed objects are all wholly-owned subsidiaries, the company can fully understand their operation and the financial risk is controllable. The board of directors agreed to submit the guarantee to the general meeting of shareholders for deliberation.
7、 Opinions of independent directors
The purpose of applying for factoring cooperation quota and guarantee is to help the wholly-owned subsidiary expand upstream customers, broaden financing channels and apply for supply chain e financing (factoring) business is conducive to making full use of and flexibly allocating the company’s credit and guarantee resources, solving the capital needs of wholly-owned subsidiaries and the capital needs of the company and its subsidiaries. The guarantee object is the subsidiaries within the scope of the company’s consolidated statements, the financial risk is within the scope of effective control, there is no damage to the interests of the company and shareholders, and will not be harmful to the company The normal operation and business development of the division are adversely affected. The deliberation procedure of the proposal complies with the provisions of laws and regulations and the articles of association. Therefore, we agree to the proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Documents for future reference
1. Resolutions of the 34th meeting of the 4th board of directors;
2. Resolutions of the 28th meeting of the 4th board of supervisors;
3. Opinions of independent directors;
It is hereby announced
Fujian Snowman Co.Ltd(002639) board of directors December 21, 2021
