Securities code: 002639 securities abbreviation: Fujian Snowman Co.Ltd(002639) Announcement No.: 2022-004 Fujian Snowman Co.Ltd(002639)
On signing partnership agreement and repurchase agreement with professional investment institutions
And 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.
Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company” or ” Fujian Snowman Co.Ltd(002639) “) was published on December 23, 2021 in the information media designated by the company, such as securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo (www.cn. Info. Com.. CN) Disclosed the agreement on signing with professional investment institutions
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and
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And related party transactions (Announcement No.: 2021-084), the relevant matters are supplemented as follows:
1、 Overview of signing the partnership agreement and related party transactions
In order to actively participate in the realization of the national “double carbon emission reduction” goal and assume more responsibilities for reducing carbon emissions, xingxuekang (Pingtan) investment partnership (limited partnership) (hereinafter referred to as “xingxuekang”), an industrial M & A fund of the company, plans to implement the heat pump production base project in Minquan County, Henan Province, The strategic investor Minquan County Jinlian investment and financing Co., Ltd. (hereinafter referred to as “Jinlian investment”) was introduced as the new partner. The newly subscribed capital of Minquan Jinlian investment was 350 million yuan. After the new investment, the subscribed capital ratio was 48.61%. The original partners of xingxuekang 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”), which intend to sign a new partnership agreement with civil rights investment.
The matter was deliberated and adopted at the 34th meeting of the 4th board of directors held by the company on December 21, 2021. In view of the fact that Mr. Lin Rujie, the actual controller of the company, is the second largest shareholder of Tianchuang Fu, and Tianchuang Fu holds 39.83% of the partnership share of xingxuekang, the transaction follows the deliberation procedures of related party transactions for the sake of prudence, consistency and the principles of fairness, impartiality and openness of the transaction, Major asset restructuring that does not constitute 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.
2、 Basic information of partners
(i) General partner and executive partner
1. Company Name: Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd
2. Date of establishment: May 20, 2015
3. Legal representative: Lu Shengsheng
4. Registered capital: RMB 10 million
5. Registered address: room 511-3555, floor 5, building 6, business operation center, jinjingwan area, Pingtan Comprehensive Experimental Zone (cluster registration)
6. Business scope: entrusted management of non Securities equity investment and consulting services related to equity investment. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Equity structure:
Subscription proportion no. of subscribed capital contribution (10000 yuan) by sequence shareholders
1. Pingze Junshi (Pingtan) investment partnership (limited partnership) 71071%
2 Fujian Snowman Co.Ltd(002639) 29029%
Total 3000
Registration No. of private fund manager: p1068323
8. Relationship with the company: Xingxue Xuanyuan has no relationship or interest arrangement with the company and its controlling shareholders, actual controllers, shareholders holding more than 5%, directors, supervisors and senior managers, does not hold shares of the company directly or indirectly, and does not have a concerted action relationship with other investors involved in the establishment of investment funds.
（2） One of the limited partners
1. Company Name: Minquan Jinlian investment and financing Co., Ltd
2. Date of establishment: May 29, 2009
3. Legal representative: Zhang daoda
4. Registered capital: RMB 500 million
5. Registered address: south side of Nanhua Avenue, Minquan County
6. Business scope: investment in construction projects (non-financial business) in the industrial agglomeration area of Minquan County, sales of household appliances and mechanical parts.
7. Equity structure:
Minquan County Finance Bureau
100%
Minquan County Development Investment Co., Ltd
100%
Minquan Jinlian investment and financing Co., Ltd
8. Relationship with the company: the shareholders of civil rights joint venture and penetration have no association relationship and other interest arrangements with the shareholders holding more than 5% of the company’s actual controllers, directors, supervisors and senior managers, and do not hold the company’s shares directly or indirectly.
（3） Limited partner II
1. Company Name: tianchuangfu investment (Pingtan) Co., Ltd
2. Date of establishment: November 24, 2016
3. Legal representative: Wei Deqiang
4. Registered capital: RMB 253 million
5. Registered address: room 511-5795, floor 5, building 6, business operation center, jinjingwan area, Pingtan Comprehensive Experimental Zone (cluster registration)
6. 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)
7. Equity structure:
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 25300
8. Relationship with the company: Mr. Lin Rujie, the actual controller of the company, is the second largest shareholder of tianchuangfu. Tianchuangfu holds 39.83% of the partnership share of xingxuekang. Based on the principles of prudence, consistency and fairness, impartiality and openness of the transaction, this transaction complies with the review procedure of related party transactions.
3、 Basic information of industrial investment fund
1. Enterprise Name: xingxuekang (Pingtan) investment partnership (limited partnership)
2. Unified social credit Code: 913101153423075395
3. Enterprise type: limited partnership
4. Registered capital: 584 million yuan (before signing the partnership agreement)
5. Date of establishment: June 10, 2015
6. Address: Taiwan entrepreneurship Park, jinjingwan area, Pingtan Comprehensive Experimental Zone
7. Executive partner: Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd. (authorized representative: Lu Shengsheng)
8. Business scope: investment in primary industry, secondary industry and tertiary industry; 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 after approval by relevant departments)
9. Financial position
Unit: Yuan
Serial number project December 31, 2020 September 30, 2021
(audited) (Unaudited)
1. Total assets 530847675.81530840556.15
2. Total liabilities 200000.00575000.00
3. Total owner’s equity 530647675.81530265556.15
4. Operating income 00
5. Net profit -8918.68-382119.66
10. Shareholder structure
(1) Before signing the partnership agreement:
Subscription proportion of subscribed capital contribution (10000 yuan) of the nature of partnership
number
1 fund manager of Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd. 54009.25%
General partner
Limited partner of 2-day Chuangfu investment (Pingtan) Co., Ltd. 4540077.74%
3 Fujian Snowman Co.Ltd(002639) limited partner 760013.01%
Total 58400100%
(2) After signing the partnership agreement:
Subscription proportion of subscribed capital contribution (10000 yuan) of the nature of partnership
number
1 fund manager of Fujian Xingxue Xuanyuan Equity Investment Management Co., Ltd. 7201.00%
General partner
2. Limited partner of Minquan Jinlian investment and financing Co., Ltd. 3500048.61%
Limited partner of 3-day Chuangfu investment (Pingtan) Co., Ltd. 2868039.83%
4 Fujian Snowman Co.Ltd(002639) limited partner 760010.56%
Total 72000100%
11. Description of new partnership shares
Jinlian investment, a strategic investor, was introduced to subscribe 350 million shares of xingxuekang partnership. After the new partnership investment, the subscribed capital contribution ratio was 48.61%. The subscription price is confirmed based on the net value of the partnership’s fund units on September 30, 2021. The performance of xingxuekang is still in a state of loss, and the net value of the partnership’s fund units is less than RMB 1. Therefore, the subscription price of the partnership units is paid at the capital contribution price of RMB 1.
The subscribed capital contribution of the former partner tianchuangfu was reduced from 454 million yuan to 286.8 million yuan, and the proportion of capital contribution was reduced from 77.74% to 39.83%
