Northeast Securities Co.Ltd(000686)
About Fujian Snowman Co.Ltd(002639) and professional investment institutions
The verification opinions Northeast Securities Co.Ltd(000686) (hereinafter referred to as " Northeast Securities Co.Ltd(000686) " or "recommendation institution") on signing the partnership agreement, repurchase agreement and connected transactions as the recommendation institution for the continuous supervision of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as " Fujian Snowman Co.Ltd(002639) " or "company") non-public offering in 2021, in accordance with the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange According to the requirements of the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business and other relevant provisions, the partnership agreement, repurchase agreement and related party transactions signed by Fujian Snowman Co.Ltd(002639) with professional investment institutions have been verified. The specific verification results are as follows:
1、 Overview of related party transactions
On December 21, 2021, Fujian Snowman Co.Ltd(002639) held the 34th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors, reviewed and adopted the
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And related party transactions, The original partners of xingxuekang (Pingtan) investment partnership (limited partnership) include the company, tianchuangfu investment (Pingtan) Co., Ltd. (hereinafter referred to as "tianchuangfu") and Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd. (hereinafter referred to as "Xingxue Xuanyuan") and Minquan Jinlian investment and financing Co., Ltd. (hereinafter referred to as "Jinlian investment") ）And other professional investment institutions signed a new partnership agreement. After Jinlian investment, as a limited partner, the company originally subscribed capital contribution of 76 million yuan, accounting for 10.56% of the total subscribed capital contribution after capital increase.
Whereas Mr. Lin Rujie, the actual controller of the company, is the second largest shareholder of Tianchuang Fu, Tianchuangfu holds 39.83% of the partnership share of xingxuekang (Pingtan) investment partnership (limited partnership) (hereinafter referred to as "xingxuekang") (Pingtan) investment partnership (limited partnership). Based on the principles of prudence, consistency and fairness, impartiality and openness of the transaction, this transaction follows the review procedures of related party transactions and does not constitute Major asset restructuring in accordance with the measures for the administration of major asset restructuring of listed companies. Lin Rujie, a related director, withdrew from voting during the deliberation of the board of directors.
On the same day, the meeting considered and adopted the agreement on signing with professional investment institutions
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It is agreed that the company and civil rights joint venture capital will sign the repurchase agreement on repurchasing 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 Jinlian investment. If Jinlian investment has not realized the withdrawal of 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 share of xingxuekang capital contribution held by Jinlian investment at fair value. The repurchase obligation is joint and several, regardless of order. Jinlian investment may require the company and tianchuangfu to undertake the repurchase obligation 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, for the principle of prudence, this transaction is subject to the review procedures of related party transactions, but this transaction 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 transaction needs to be submitted to the general meeting of shareholders for deliberation.
2、 Establishment of industrial M & A fund company
Company name: xingxuekang (Pingtan) investment partnership (limited partnership)
The registered amount before the capital increase was RMB 584 million
The registered amount after the capital increase is RMB 720 million
Originally established on June 10, 2015
Address: Taiwan entrepreneurship Park, jinjingwan area, Pingtan Comprehensive Experimental Zone
Executive partner Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd. (appointed representative: Lu Shengsheng) unified social credit code 913101153423075395
Investment in the primary, secondary and tertiary industries; Investment management; Asset management; Business scope management services. (excluding finance, securities, futures and Finance) (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
No. subscribed capital contribution ratio of partners after capital increase partner type (10000 yuan) (%)
1 Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd. 720.001 00 general partnership
2 Minquan Jinlian investment and financing Co., Ltd. 35000.0048 61 limited partnership
3 days Chuangfu investment (Pingtan) Co., Ltd. 28680.0039.83 limited partnership
4 Fujian Snowman Co.Ltd(002639) 7,600.0010. 56 limited partnership
Total 72000.00100.00 00
Xingxuekang is mainly engaged in the field of compressor refrigeration at home and abroad, especially in the investment of related targets and industrial development projects of heat pump and refrigeration industry chain.
3、 Introduction to related parties
Company name: tianchuangfu investment (Pingtan) Co., Ltd
Date of establishment: November 24, 2016
Registered capital: RMB 253 million
Address: room 511-5795, floor 5, building 6, business operation center, jinjingwan area, Pingtan Comprehensive Experimental Zone (cluster registration)
Legal representative: Wei Deqiang
Unified social credit Code: 91350128ma2xt5gk83
Business scope: project investment and investment management; Enterprise asset management; Business information consultation (the above does not include finance, securities, futures and Finance). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The investors are as follows:
No. contribution amount of shareholders (10000 yuan) contribution proportion
1 Wei Deqiang 1240049.01%
2 Lin Rujie 940037.15%
3 Chen Zhonghui 350013.83%
Total 25300100.00%
4、 Basic information of professional investment institutions
Company name: Minquan Jinlian investment and financing Co., Ltd
Date of establishment: May 29, 2009
Address: South of Nanhua Avenue, Minquan County
Legal representative: Zhang daoda
Registered capital: RMB 500 million
Business scope: investment in construction projects (non-financial business) in industrial agglomeration area of Minquan County, sales of household appliances and mechanical parts.
There is no affiliated relationship or other interest arrangement between CDIC and shareholders holding more than 5% of the shares of the company's actual controllers, directors, supervisors and senior managers.
5、 Main terms of repurchase agreement
1. Repurchase commitment
The company promises that if Jinlian investment company does not realize the withdrawal of all property shares in the partnership before December 31, 2026, including but not limited to the withdrawal through the investment project of the partnership, and indirectly through the IPO, share transfer, withdrawal and other forms of investment projects, The company agrees to purchase the contribution share of xingxuekang held by Jinlian investment at the fair value recognized by both parties.
2. Circumstances in which the repurchase party triggers the repurchase obligation in advance
According to the provisions of the partnership agreement and other relevant agreements, in case of the right to unilaterally withdraw from the partnership and the cancellation of any of the above agreements, the company's repurchase obligation is triggered in advance, and the company may require the company to pay a share of the purchase price to the company in accordance with the repurchase agreement.
3. The company promises that the above share repurchase consideration shall be paid in full within 6 months from the date of triggering the repurchase obligation.
6、 Impact on the company
1. In order to actively respond to the implementation of the national "double carbon" strategy, the company participated in the construction project of heat pump base in Minquan county through industrial M & A fund, and promoted the application of new heat pump products with CO Ω as refrigerant, which is of great significance for energy conservation and emission reduction, promoting social sustainable development and building a low-carbon society. Co Ω heat pump is a kind of equipment that uses natural refrigerant carbon dioxide as circulating working medium, obtains low-grade heat energy from the air as energy, and generates high-temperature hot water. It can replace boiler heating and produce high-grade domestic hot water. Through the construction of production base on the ground, it can further realize the industrialization of heat pump equipment technology and promote the achievement of manufacturing projects of new heat pump key equipment and its core components.
2. By introducing local industrial funds to implement the CO ν heat pump project, we can give full play to the comprehensive driving role of civil rights local industrial clusters, cultivate industries, increase employment and increase local fiscal revenue. There will be no impact on the company's production and operation in the short term. In the long term, it will be conducive to the company's investment, M & A, integration or other forms of investment. The project will introduce foreign advanced manufacturing technology and drive the development of local upstream and downstream related industries. The project is expected to save 1.2 million tons of standard coal and reduce 300000 tons of CO2 emission, so as to reduce the damage of traditional refrigerant to the ozone layer and greenhouse effect, Help the country implement the goal of carbon neutrality.
3. 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.
7、 Prior approval and independent opinions of independent directors
1. The independent directors of the company expressed their approval opinions in advance
Before convening the board of directors to review the above proposals, the company submitted the relevant contracts and materials of the above proposals to us, and we carefully reviewed and considered the proposals and materials provided. Based on our independent, objective and impartial judgment, we believe that the transaction to sign xingxuekang partnership share repurchase agreement with professional investment institutions and related parties complies with the provisions of relevant laws and regulations. The above connected transactions do not harm the interests of the company and minority shareholders. Therefore, we agree to submit relevant proposals to the 34th session of the 4th board of directors of the company for deliberation.
2. The independent directors of the company expressed independent opinions on this
The independent directors believe that the relevant decision-making procedures of the board of directors when considering the repurchase agreement and related party transactions to be signed by the company, tianchuangfu and civil rights investment are 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 are operable. The related party transactions are 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. The repurchase agreement and related party transactions to be signed with tianchuangfu and civil rights investment have been approved by us in advance before being submitted to the board of directors for deliberation, and we agree to this proposal.
8、 Opinions of the board of supervisors
On signing with professional investment institutions by the board of directors of the company
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And related party transactions and on signing with professional investment institutions
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The deliberation and voting procedures of the proposal on and related party transactions comply with the provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of Association; This connected transaction is conducive to the sustainable and stable development of the company. The transaction is fair and reasonable. There is no situation that damages the interests of the company and minority shareholders, nor does it affect the independence of the company.
9、 Verification opinions of the recommendation institution
After reviewing the meeting materials and deliberation results of the board of directors, the meeting materials and deliberation results of the board of supervisors and the opinions of independent directors, the sponsor believes that the signing of partnership agreement, repurchase agreement and related party transactions between the company and professional investment institutions has been deliberated and adopted at the 34th meeting of the 4th board of directors and the 28th meeting of the 4th board of supervisors, Independent directors have expressed explicit consent opinions, which need to be submitted to the general meeting of shareholders for deliberation; This transaction follows the principles of voluntariness, fairness, reasonableness and consensus by both parties, and there is no behavior damaging the interests of the company, non affiliated shareholders and minority shareholders; The decision-making procedures for the related party transactions comply with the provisions of relevant laws and regulations; The proposals related to this affiliated exchange need to be submitted to the general meeting of shareholders of the company for deliberation.
In conclusion, the recommendation institution has no objection to Fujian Snowman Co.Ltd(002639) signing the partnership agreement, repurchase agreement and related party transactions with professional investment institutions.
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and
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Signature and seal page of verification opinions on and related party transactions) signature of sponsor representative:
Xu Dezhi
Fan Gangqiang
Northeast Securities Co.Ltd(000686) December 2021
