Securities code: Fujian Snowman Co.Ltd(002639) securities abbreviation: Fujian Snowman Co.Ltd(002639) Announcement No.: 2022019 Fujian Snowman Co.Ltd(002639)
Announcement on the resolution of the second meeting of the 5th 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") held the second meeting of the 5th board of directors in the company conference room of minjiangkou Industrial Zone, Changle District, Fuzhou City, Fujian Province at 10:00 a.m. on April 27, 2022. The meeting was convened and presided over by Mr. Lin Rujie, chairman of the board. The meeting notice and relevant documents were sent to all directors, supervisors and senior managers by mail and telephone on April 18. There were 7 directors and 7 actual directors. Supervisors and senior executives of the company attended the meeting as nonvoting delegates. The convening and convening of this meeting comply with the relevant provisions of 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:
(I) review and adopt the work report of the board of directors in 2021
Voting results: 7 votes in favor; No negative vote; No abstentions.
For details of the work report of the board of directors in 2021, the company published it on the designated information disclosure media cninfo.com.cn on the same day Relevant contents on.
The independent directors submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details of the independent director's work report, the company published it on cninfo (www.cn. Info. Com. CN.) on the same day Relevant contents on.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) review and approve the 2021 general manager's work report
(III) review and adopt the financial final accounts report for 2021
Voting results: 7 votes in favor; No negative vote; No abstentions.
For details of the financial statement of 2021, the company published it on cninfo (www.cn. Info. Com. CN.) on the same day Relevant contents on.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(IV) review and adopt the full text and summary of the 2021 Annual Report
Voting results: 7 votes in favor; No negative vote; No abstentions.
For details of the full text of the 2021 annual report and the summary of the 2021 annual report, the company published them in the securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Relevant announcements on.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(V) review and approve the profit distribution plan for 2021
Voting results: 7 votes in favor; No negative vote; No abstentions.
The net profit of the company after the audit report of Dahua No. [2028] issued by the special accounting firm is . After deliberation and approval at the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors, the company plans not to distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021. The independent directors of the company expressed independent opinions on the proposal. For details, the company published it on cninfo.com.cn on the same day Relevant contents on.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
(VI) review and approve the special report on the deposit and actual use of raised funds in 2021
Voting results: 7 votes in favor; No negative vote; No abstentions.
For details of the special report on the deposit and actual use of raised funds in 2021, the company published it in the securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Relevant contents on.
(VII) review and adopt the 2021 Social Responsibility Report
Voting results: 7 votes in favor; No negative vote; No abstentions.
For details of the 2021 annual social responsibility report, the company published it on the designated information disclosure media cninfo.com.cn on the same day Relevant contents on.
(VIII) review and approve the self-evaluation report on internal control in 2021
Voting results: 7 votes in favor; No negative vote; No abstentions.
For details of the self-evaluation report on internal control in 2021, the company published it on cninfo.com.cn on the same day Relevant contents of.
The independent directors of the company expressed independent opinions on the proposal. For details, the company published it on cninfo.com.cn on the same day Relevant contents on.
(IX) deliberated and passed the proposal on the renewal of the company's audit institution in 2022
Voting results: 7 votes in favor; No negative vote; No abstentions.
Dahua Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, has many years of experience and ability to provide audit services for listed companies, and can provide true and fair audit services for the company. Therefore, the board of directors agreed to continue to employ Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2022. The audit fee in 2022 is RMB one million one hundred thousand (1.1 million). For details of the announcement on the renewal of the company's audit institution in 2022, the company published it in the securities times, China Securities Journal, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Relevant contents on. The independent directors of the company expressed their prior approval opinions and independent opinions on this proposal. For details, the company published it on the designated information disclosure media cninfo.com.cn on the same day Relevant contents on.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(x) deliberated and passed the proposal on the prediction of daily connected transactions in 2022
Voting results: 4 votes in favor; No negative vote; No abstentions.
Related directors Mr. linrujie (ID card No.: 3501821968), Mr. linrujie (ID card No.: 3501031965) and Mr. Chen Hui avoided voting on the proposal.
For details of the announcement on the forecast of daily connected transactions in 2022, the company published it in the securities times, China Securities Journal, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Relevant announcements on. The independent directors of the company issued their prior approval opinions and independent opinions on the proposal. For details, please refer to the company's publication on cninfo.com.cn on the same day Relevant contents on.
（11） Deliberated and passed the proposal on the provision for impairment and write off of assets in 2021
Voting results: 7 votes in favor; No negative vote; No abstentions.
For details of the announcement on the provision for impairment and write off of assets in 2021, the company published it in the securities times, China Securities Journal, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN) on the same day Relevant announcements on. The independent directors of the company expressed independent opinions on the proposal. For details, the company published it on cninfo.com.cn on the same day Relevant contents on.
The provision for impairment this time complies with the provisions of the accounting standards for business enterprises and relevant accounting policies of the company. It is made based on the principle of prudence after asset impairment test, and the basis is sufficient. The provision for impairment can more fairly reflect the company's asset status and make the company's accounting information about asset value more authentic, reliable and reasonable.
（12） Deliberated and passed the proposal on replacing issuance expenses and using raised funds to replace early investment
Voting results: 7 votes in favor; No negative vote; No abstentions.
It is agreed that the company will replace the self raised funds that have been invested in the investment projects with the raised funds of RMB 1864335000, and it is agreed that the company will replace the issuance fee of RMB 212581749.
For details of the announcement on replacement of issuance fees and replacement of early investment with raised funds, the company published it on the same day in the securities times, China Securities News, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) Relevant announcements on. The independent directors of the company expressed independent opinions on the proposal. For details, the company published it on cninfo.com.cn on the same day Relevant contents on.
（13） Deliberated and passed the proposal on the company's application for financing quota from commercial banks
Voting results: 7 votes in favor; No negative vote; No abstentions.
It is agreed that the company will continue to apply to Bank Of Communications Co.Ltd(601328) Fujian Branch for a comprehensive credit line not exceeding 200 million yuan. The above credit lines include general working capital loans, opening import letters of credit and documentary bills, opening Chinese letters of credit and documentary bills, opening bank acceptance bills (electronic and paper), issuing letters of guarantee, import outward remittance financing and import payment on behalf, export documentary bills, export invoice financing, export risk participation, derivative business, recourse open China factoring Credit businesses such as discount of bank acceptance bills (including paper and e-banking commitments) (the line shall not exceed 50 million yuan) (among which, the company shall provide 10% margin for the opening of bank acceptance bills, China letter of credit, import letter of credit and letter of guarantee).
The above proposals need not be submitted to the general meeting of shareholders for deliberation.
（14） Review and adopt the report of the first quarter of 2022
Voting results: 7 votes in favor; No negative vote; No abstentions.
For details of the first quarter report of 2022, the company published it on cninfo.com on the same day
（www.cn.info.com.cn.） Relevant announcements on.
（15） Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders
Voting results: 7 votes in favor; No negative vote; No abstentions.
The board of directors of the company decided to hold the 2021 annual general meeting of shareholders by combining on-site voting and online voting at 14:00 p.m. on Wednesday, May 18, 2022 to consider the relevant proposals submitted to the general meeting of shareholders adopted at the second meeting of the Fifth Board of directors of the company.
For details of the notice on convening the 2021 annual general meeting of shareholders, the company published it in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on the same day Relevant announcements.
It is hereby announced.
Fujian Snowman Co.Ltd(002639) board of directors April 27, 2022
