Securities code: 002639 securities abbreviation: Fujian Snowman Co.Ltd(002639) Announcement No.: 2021-084 Fujian Snowman Co.Ltd(002639)
On signing partnership agreement and repurchase agreement with professional investment institutions
Announcement of related party transactions
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 related party transactions
(i) Signing the partnership agreement
Fujian Snowman Co.Ltd(002639) (hereinafter referred to as the "company" or " Fujian Snowman Co.Ltd(002639) ") in order to actively participate in the realization of the national "double carbon emission reduction" goal and assume more responsibilities for reducing carbon emissions, the industrial M & A fund xingxuekang (Pingtan) investment partnership (limited partnership) (hereinafter referred to as "xingxuekang") participated by the company ）It is planned to implement the heat pump production base project in Minquan County, Henan Province, Minquan Jinlian investment and financing Co., Ltd. (hereinafter referred to as "Jinlian investment") is introduced as a new partner. The company plans to sign a new partnership agreement with professional investment institutions such as Minquan Jinlian investment, Tianchuang Fu 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").
On April 24, 2020, the 13th meeting of the 4th board of directors held by the company considered and approved the proposal on foreign investment and related party transactions, and agreed to increase the subscription share of xingxuekang by 30 million yuan. After the subscription is completed, the subscription share of xingxuekang held by the company is RMB 76 million, and the subscription proportion is 13.01%.
On December 21, 2021, the 34th meeting of the 4th board of directors held by the company deliberated and adopted the agreement on signing with professional investment institutions
<合伙协议>
The meeting agreed that the company should sign a new partnership agreement with professional investment institutions such as civil rights fund, Tianchuang Fu and Xingxue Xuanyuan. The company's subscribed share of xingxuekang remains unchanged.
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, a related director, withdrew from voting during the deliberation of the board of directors.
（2） Signing of repurchase agreement
On December 21, 2021, the 34th meeting of the 4th board of directors held by the company deliberated and adopted the agreement on signing with professional investment institutions
<回购协议>
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 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 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.
The related party transactions signed the repurchase agreement need 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; Enterprise management services. (excluding finance, securities, futures and Finance) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
Proportion of subscribed capital contribution
No. partner type after capital increase (10000 yuan) (%)
1 Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd. 7201.00 general partnership
2 Minquan Jinlian investment and financing Co., Ltd. 3500048.61 limited partnership
3 days Chuangfu investment (Pingtan) Co., Ltd. 2868039.83 limited partnership
4 Fujian Snowman Co.Ltd(002639) 760010.56 limited partnership
Total 72000100
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 1940037.15%
3 Chen Zhonghui 350013.83%
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 CO2 as refrigerant, which is of great significance for energy conservation and emission reduction, promoting social sustainable development and building a low-carbon society. CO2 heat pump is an 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. It can be realized through the construction of production base on the ground.
2. By introducing local industrial funds to implement CO2 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. In the short term, it will have no impact on the company's production and operation. 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 complies with the company's main business development needs 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 opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
(1) The company has signed the agreement on signing with professional investment institutions reviewed at the 34th meeting of the Fourth Board of directors
<合伙协议>
The proposal on and related party transactions was communicated with the independent directors in advance. After listening to the reports of relevant personnel and reviewing relevant materials, the independent directors issued the following prior approval opinions: the purpose of signing the partnership agreement with professional investment institutions is to introduce industrial local funds as new partners and promote the implementation of the heat pump production base project in Minquan County, Henan Province, In line with the company's overall development strategic planning. We agree to submit the proposal to the board of directors for deliberation.
(2) The company has signed the agreement on signing with professional investment institutions reviewed at the 34th meeting of the Fourth Board of directors
<回购协议>
The company communicated with the independent directors in advance. 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 independent, objective and fair judgment, we believe that the transaction matters of xingxuekang partnership share repurchase agreement to be signed by the company and related parties with professional investment institutions respectively comply 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. Independent opinions of independent directors
(1) We believe that the company has signed the partnership agreement with professional investment institutions , is to introduce the industrial local fund as a new partner to 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.
(2) We believe that the relevant decision-making procedures of the board of directors are in line with the company law, the securities law and the stock listing rules of Shenzhen Stock Exchange when considering the repurchase agreement and related party transactions to be signed by the company and tianchuangfu respectively with civil rights investment The provisions of the normative documents are operable. This connected transaction follows the principles of voluntariness, fairness, rationality and consensus between both parties, conforms to the interests of the company and all shareholders, and does not damage 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.
8、 Opinions of the board of supervisors
On signing with professional investment institutions by the board of directors of the company
<合伙协议>
And related party transactions and on signing with professional investment institutions
<回购协议>
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 company
