Fujian Snowman Co.Ltd(002639) independent director
Independent opinions on relevant matters of the 34th meeting of the 4th board of directors
The 34th meeting of the 4th board of directors of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company”) was held on December 21, 2021. According to the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), the stock listing rules of Shenzhen Stock Exchange In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and the articles of association, we, as independent directors of the company, based on objective and independent judgment after reviewing the relevant documents and materials of the 34th meeting of the Fourth Board of directors of the company, Express the following independent opinions:
1、 Independent opinions on providing guarantee for wholly-owned subsidiaries to apply for factoring limit
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.
2、 Independent opinions on signing the partnership agreement and related party transactions with professional investment institutions
The company signed the partnership agreement with professional investment institutions to introduce industrial local funds as new partners and promote the implementation of the heat pump production base project in Minquan County, Henan Province, which is in line with the company’s overall development strategic plan. When the board of directors of the company deliberates the above related party transactions, the related directors have avoided voting. The deliberation and voting procedures of the board of directors comply with relevant national laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The independent directors unanimously agreed to the above proposal.
3、 Independent opinions on signing repurchase agreement and related party transactions with professional investment institutions
When the board of directors deliberated on the repurchase agreement and related party transactions to be signed by the company and tianchuangfu respectively with civil rights investment, the relevant decision-making procedures were in line with the provisions of the normative documents of the company law, the securities law and the stock listing rules of Shenzhen Stock Exchange, and were operable. The related party transactions were voluntary, fair and reasonable The principle of consensus is in line with the interests of the company and all shareholders, and there is no situation that damages the legitimate interests of the listed company and other shareholders. We unanimously agree to the above proposal and agree to submit it to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
4、 Independent opinions on temporarily replenishing working capital with idle raised funds
On the premise of ensuring the fund demand for the construction of the raised funds and the normal use plan of the raised funds, the company uses the idle raised funds to temporarily supplement the working capital, which can effectively improve the use efficiency of the raised funds and reduce the company’s financial expenses. There is no change or disguised change in the purpose of the raised funds and damage to the interests of the shareholders of the company. The company has fulfilled the necessary decision-making procedures on the use of temporarily idle raised funds to supplement working capital, which is in line with the provisions of relevant laws, regulations and normative documents. Therefore, we agree that the company shall use idle raised funds with a maximum amount of no more than RMB 250 million to supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors of the company.
5、 Independent opinions on using some idle raised funds for cash management
The company’s use of some idle raised funds for cash management will not affect the normal implementation of raised investment projects, nor will it have a negative impact on the company’s main business. The management of some temporarily idle raised funds can ensure the utilization efficiency of raised funds and obtain more investment returns for the company and shareholders. This behavior does not change the purpose of the raised funds or damage the interests of shareholders, and is in line with the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of small and medium-sized board listed companies of Shenzhen Stock Exchange Regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other normative documents, as well as the provisions of the company’s measures for the management and use of raised funds. The decision-making procedure of this matter is legal and compliant. The board of directors of the company has formulated practical and effective internal control measures and systems, and the safety of funds can be guaranteed. Therefore, we agree that the company uses some idle raised funds for cash management.
7、 Independent opinions on the appointment of deputy general manager and Secretary of the board of directors
The nomination procedure of the Secretary of the board of directors complies with the relevant provisions of the company law and the articles of association. The qualification of the candidate for the Secretary of the board of directors meets the conditions for serving as the Secretary of the board of directors of a listed company, has the professional ethics, work experience, knowledge and skills required by the post responsibilities, has obtained the qualification certificate of the Secretary of the board of directors, and there is no company law The circumstances stipulated in the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company that it is not allowed to serve as the Secretary of the board of directors; The deliberation and voting procedures of the company’s appointment of the Secretary of the board of directors comply with relevant laws and regulations and the articles of association. We agree to appoint Mr. Wang Qinglong as the Secretary of the board of directors.
Fujian Snowman Co.Ltd(002639) independent directors Pan Yan, Hong Bo and Zeng Zhenglin December 21, 2021
