Securities code: 002639 securities abbreviation: Fujian Snowman Co.Ltd(002639) Announcement No.: 2021-081 Fujian Snowman Co.Ltd(002639)
Announcement on resolutions of the 34th meeting of the 4th board of directors
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、 Convening of the board of directors
Fujian Snowman Co.Ltd(002639) (hereinafter referred to as "the company") ）At 10:00 a.m. on December 21, 2021, the 34th meeting of the Fourth Board of directors of the company was held in the company conference room of minjiangkou Industrial Zone, Changle District, Fuzhou City, Fujian Province by means of on-site communication meeting. The meeting was convened and presided over by Mr. Lin Rujie, chairman of the board of directors. There were 8 directors and 8 directors. The notice of the meeting was delivered to all directors, supervisors and senior managers by personal delivery, fax and e-mail on December 10, 2021. Supervisors and senior executives of the company attended the meeting as nonvoting delegates. The meeting was convened and held in accordance with the company law of the people's Republic of China and the articles of association.
2、 Deliberations of the board meeting
After deliberation by the directors attending the meeting, the following proposals were voted at the meeting:
1. The proposal on providing guarantee for wholly-owned subsidiaries to apply for factoring quota was deliberated and adopted
Voting results: 8 votes in favor; No negative vote; No abstentions.
It is agreed that the company is a wholly-owned subsidiary of 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") to Fujian strait bank Co., Ltd. (hereinafter referred to as "strait bank") ）The total amount of comprehensive factoring cooperation applied for is no more than RMB 50 million, of which Zhenxun development plans to apply for factoring financing from Bank of the Straits no more than RMB 10 million, snowman refrigeration plans to apply for factoring financing from Bank of the Straits no more than RMB 20 million, and snowman compressor plans to apply for factoring financing from Bank of the Straits no more than RMB 20 million, The company provides joint and several liability guarantee for the payment obligation of accounts payable confirmed by the above three wholly-owned subsidiaries, and the guarantee amount shall not exceed RMB
After review, the board of directors of the company believes that Zhenxun development, snowman refrigeration and snowman compressor are wholly-owned subsidiaries of the company. This guarantee is to meet the daily production and operation capital needs of the above three wholly-owned subsidiaries, improve the capital use efficiency and control the risk. Therefore, the directors will agree to this guarantee.
As the asset liability ratio of Zhenxun development, snowman refrigeration and snowman compressor, the wholly-owned subsidiaries of the guarantee object, exceeds 70%, the matters of this guarantee need to be submitted to the general meeting of shareholders of the company for deliberation.
For details, please refer to the relevant announcements published in the securities times, Securities Daily, China Securities Journal, Shanghai Securities News and http://www.cn.info.com.cn.cn on December 23, 2021. The independent directors of the company have expressed their independent opinions on this proposal. For details, please refer to the relevant contents published on http://www.cn.info.com.cn.
2. Deliberating and adopting the "agreement on signing with professional investment institutions"
<合伙协议>
Voting results of the proposal on and related party transactions: 7 votes in favor; No negative vote; No abstentions.
Xingxuekang (Pingtan) investment partnership (limited partnership) (hereinafter referred to as "xingxuekang"), an industrial M & A fund participated by the company, plans to implement the heat pump production base project in Minquan County, Henan Province, and introduce Minquan Jinlian investment and financing Co., Ltd. (hereinafter referred to as "Jinlian investment") as a new partner. The original partners of xingxuekang include the company and tianchuangfu investment (Pingtan) Co., Ltd. (hereinafter referred to as "Tianchuang Fu") and Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd. (hereinafter referred to as "Xingxue Xuanyuan") intend to sign a new partnership agreement with professional investment institutions such as civil rights investment 。 After the civil rights joint investment, the company, as a limited partner, originally subscribed 76 million yuan, accounting for 10.56% of the total subscribed capital after the capital increase
Since Mr. Lin Rujie, the actual controller of the company, is the second largest shareholder of tianchuangfu, and tianchuangfu holds 39.83% of the partnership share of xingxuekang, for the principles of prudence, consistency and fairness, impartiality and openness of the transaction, this transaction performs the deliberation procedures of related party transactions and does not constitute a major asset reorganization in the administrative measures for major asset reorganization of listed companies. Lin Rujie, the associate director (ID number: 3501821968********), avoided voting when the board deliberated.
The related party transaction meets the needs of the company's main business development and long-term development plan, the transaction price is fair, there is no damage to the interests of the company and non related party shareholders, and does not affect the independence of the company.
For details, please refer to the report published in the securities times and Securities Daily on December 23, 2021
The contents of the prior approval opinions and independent opinions issued by the independent directors of the company are detailed in the designated information disclosure media cninfo (www.cn. Info. Com.. CN.).
The company's sponsor Northeast Securities Co.Ltd(000686) has verified the related party transactions and issued the sponsor's verification opinions. For details, please refer to the designated information disclosure media cninfo (www.cn. Info. Com.. CN.).
3. Deliberating and adopting the "agreement on signing with professional investment institutions"
<回购协议>
Voting results of the proposal on and related party transactions: 7 votes in favor; No negative vote; No abstentions.
It is agreed that the company and civil rights joint venture capital will sign the repurchase agreement on the repurchase of the capital contribution of xingxuekang partnership, and tianchuangfu, as a limited partner, will fulfill the above repurchase commitment at the same time. Fujian Snowman Co.Ltd(002639) Hutian Chuangfu holds all the capital contribution shares of xingxuekang for the civil rights golden joint venture. If the civil rights golden joint venture fails to withdraw all the property shares in the partnership before December 31, 2026, including but not limited to withdrawal through the investment project of the partnership, and indirectly through IPO, share transfer, withdrawal, etc, The company and tianchuangfu agree to purchase the contribution share of xingxuekang held by Jinlian investment at fair value. The repurchase obligations undertaken by tianchuangfu and Fujian Snowman Co.Ltd(002639) are joint and several, regardless of the order. Civil rights Jinlian investment can require tianchuangfu and Fujian Snowman Co.Ltd(002639) to undertake the repurchase obligations jointly and severally.
Since Mr. Lin Rujie, the actual controller of the company, is the second largest shareholder of tianchuangfu, and tianchuangfu holds 39.83% of the partnership share of xingxuekang, based on the principle of prudence, this transaction is subject to the review procedure of related party transactions and does not constitute a major asset reorganization in the administrative measures for major asset reorganization of listed companies. Lin Rujie, a related director, withdrew from voting during the deliberation of the board of directors.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
For details, please refer to the relevant announcements published in the securities times, Securities Daily, China Securities News, Shanghai Securities News and http://www.cn.info.com.cn.cn on December 23, 2021. For details of the prior approval opinions and independent opinions issued by the independent directors of the company, please refer to the designated information disclosure media http://www.cn.info.com.cn.
The company's sponsor Northeast Securities Co.Ltd(000686) has verified the related party transactions and issued the sponsor's verification opinions. For details, please refer to the designated information disclosure media cninfo (www.cn. Info. Com.. CN.).
4. The proposal on using idle raised funds to temporarily supplement working capital was deliberated and adopted
Voting results: 8 votes in favor; No negative vote; No abstentions.
Since the company's hydrogen fuel cell system production base construction project and hydrogen energy technology R & D center construction project are in the early stage of construction, the raised funds that have not been put into use are temporarily idle. On the premise of ensuring the capital demand of the investment projects with raised funds, in accordance with the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the requirements of the company's measures for the management and use of raised funds, It is agreed that the company will temporarily supplement the working capital with idle raised funds (including accumulated interest income) of no more than 250 million yuan. The service life shall not exceed 12 months from the date of approval by the board of directors, and will be returned to the special account for raised funds at the expiration of the time.
For details, please refer to the relevant announcements published in the securities times, Securities Daily, China Securities Journal, Shanghai Securities News and http://www.cn.info.com.cn.cn on December 23, 2021. For details of the independent opinions issued by the independent directors of the company, please refer to the designated information disclosure website http://www.cn.info.com.cn.
The sponsor Northeast Securities Co.Ltd(000686) checked the company's use of idle raised funds to temporarily supplement working capital, and issued the sponsor's verification opinions. For details, see the designated information disclosure website cninfo (www.cn. Info. Com.. CN.).
5. The proposal on using some idle raised funds for cash management was deliberated and adopted
Voting results: 8 votes in favor; No negative vote; No abstentions.
Agree that the company will not affect the progress of the project invested by the raised funds, the normal production and operation of the company and ensure the safety of funds, Use the temporarily idle raised funds with a limit of no more than RMB 250 million (including this amount) for cash management to purchase principal guaranteed products with high safety and good liquidity (including but not limited to structured deposits, time deposits, certificates of deposit, income certificates, etc.), the service life is within 12 months after the board of directors deliberates and approves. Within the above limit and service life, the funds can be recycled and rolled. For details, see securities times, Securities Daily, China Securities Journal and Shanghai Securities News on December 23, 2021 And related announcements on HTTP / / www.cn.info.com.. CN. See http / / www.cninfo.com.cn, the designated information disclosure website, for details of the independent opinions expressed by the independent directors of the company
（www.cn.info.com..cn.）。
The sponsor Northeast Securities Co.Ltd(000686) checked the company's use of some idle raised funds for cash management, and issued the sponsor's verification opinions. For details, see the designated information disclosure website cninfo (www.cn. Info. Com.. CN.).
6. The proposal on the appointment of deputy general manager and Secretary of the board of directors was deliberated and adopted
Voting results: 8 votes in favor; No negative vote; No abstentions.
The announcement on changing the Secretary of the board of directors was published in the securities times, Securities Daily, China Securities Journal, Shanghai Securities News and http://www.cn.info.com.cn. On December 23, 2021. The independent directors of the company expressed their independent opinions on the proposal. For details, please refer to the company's announcement on http://www.cninfo.com.cn (www.cn. Info. Com.. CN.).
7. To consider and adopt the revised
<募集资金管理和使用办法>
Proposal for
Voting results: 8 votes in favor; No negative vote; No abstentions.
In accordance with the relevant provisions of laws, administrative regulations and normative documents such as the newly revised Measures for the administration of securities issuance by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, Revise the company's measures for the management and use of raised funds in combination with the actual situation of the company.
The revised Measures for the management and use of raised funds and the revised comparison table are published on the company's designated information disclosure media cninfo (www.cn. Info. Com.. CN.) on December 23, 2021.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was considered and adopted
Voting results: 8 votes in favor; No negative vote; No abstentions.
The board of directors of the company decided to hold the first extraordinary general meeting of shareholders in 2022 at the meeting room of the company at Dongjiang West Road, minjiangkou Industrial Zone, Changle District, Fuzhou City, Fujian Province at 14:00 on Friday, January 7, 2022. For details, see the notice on convening the first extraordinary general meeting of shareholders in 2022 published on the designated information disclosure website http://www.cn.info.com.. CN 。
It is hereby announced.
Fujian Snowman Co.Ltd(002639) board of directors December 21, 2021
