Fujian Snowman Co.Ltd(002639) independent director
Independent opinions on matters related to the second meeting of the Fifth Board of directors
Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company”) the second meeting of the Fifth Board of directors was held on April 27, 2022. According to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies and the articles of association, we, as independent directors of the company, in a diligent and responsible attitude, after reviewing the relevant documents and materials of the second meeting of the Fifth Board of directors of the company, based on objective and independent judgment, express the following independent opinions:
1、 Independent opinions on the deposit and actual use of the company’s raised funds in 2021
We have carefully reviewed the special report on the deposit and actual use of raised funds in 2021.
After verification, we believe that during the reporting period, the deposit and use of the company’s raised funds met the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. The company implements a special account storage system and special use of the raised funds, and timely, truly, accurately and completely discloses the storage and actual use of the raised funds in accordance with relevant regulations.
2、 Independent opinions on the special instructions on the occupation of funds and external guarantee of related parties of the company
As an independent director of Fujian Snowman Co.Ltd(002639) , we have carefully inspected and implemented the occupation of funds and external guarantees of the company’s related parties, and conducted necessary verification and inquiry on the company. Based on our independent judgment, we made a special explanation on the fund occupation and external guarantee of the company’s related parties and issued independent opinions as follows:
1. During the reporting period, the actual guarantee balance of the company to its subsidiaries was 322.87 million yuan, and all guarantees fulfilled the necessary approval procedures and information disclosure obligations in accordance with the stock listing rules of Shenzhen Stock Exchange and the articles of association. During the reporting period, in addition to the above external guarantees, there were no other external guarantees. The company and its holding subsidiaries did not provide illegal external guarantees, nor did they exceed the time limit of external guarantees, nor did they provide guarantees for controlling shareholders, other related parties holding less than 50% of the company, any unincorporated units or individuals.
2. The cumulative and current capital transactions between the company and related parties are normal operating capital transactions, and there is no non operating occupation of the company’s funds by the company’s controlling shareholders and their subsidiaries and related parties holding less than 50% of the company’s shares.
3、 Independent opinions on 2021 profit distribution plan
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the guidelines for the self discipline and supervision of listed companies No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, as independent directors of the company, we have checked the relevant situation of the company’s profit distribution plan in 2021 with a serious, rigorous and responsible attitude. We believe that:
The profit distribution plan for 2021 formulated by the board of directors of the company is in line with the actual operation of the company and the relevant provisions of the articles of association and the shareholder dividend return plan for the next three years (20212023). The plan fully considers the reasonable balance of the return of the company’s shareholders and does not damage the interests of the company’s shareholders, especially small and medium-sized shareholders. We have no objection to the profit distribution plan, And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Independent opinion on self-evaluation report of internal control in 2021
In accordance with the guiding opinions on the establishment of independent director system in listed companies (zjf [2001] No. 102) of China Securities Regulatory Commission and the guidelines on internal audit of listed companies of Shenzhen Stock Exchange and other laws and regulations, and based on independent judgment, the following opinions are hereby issued on the self-evaluation report of internal control of the company in 2021:
The company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
5、 Independent opinion on the renewal of the company’s audit institution in 2022
In accordance with the company law of the people’s Republic of China, the guiding opinions of China Securities Regulatory Commission on the establishment of independent director system in listed companies (Zheng Jian Fa [2001] No. 102) and other laws, regulations, normative documents, the articles of association, the working system of independent directors and other relevant provisions, based on independent judgment, We hereby express the following independent opinions on the company’s continued engagement of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2022:
Dahua Certified Public Accountants (special general partnership) has the qualification to engage in securities business. During its tenure as the company’s financial audit institution in 2021, Dahua certified public accountants can abide by the independent audit standards of certified public accountants and perform audit duties diligently based on the principles of independence, objectivity and impartiality. We agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s auditor in 2022 for one year, and agree to submit the proposal to the company’s 2021 annual general meeting for deliberation.
6、 Independent opinions on the prediction of daily operation related party transactions in 2022
The listed company expects that the daily related party transactions with Svenska rotormaskiner AB, Svenska rotormaskiner international AB and Henan Xingmin Thermal Energy Technology Co., Ltd. in 2022 meet the daily business needs. The transactions comply with the principles of good faith and mutual benefit, the execution price and conditions are fair, will not affect the independence of the company, and will not damage the interests of the company and other shareholders, especially small and medium-sized shareholders, It has performed necessary decision-making procedures in accordance with relevant laws and regulations, and meets the requirements of relevant provisions such as the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association. Therefore, we recognize the above daily connected transactions.
7、 Independent opinions on the provision for impairment and write off of assets in 2021
The company’s provision for impairment and write off of assets this time comply with the provisions of the accounting standards for business enterprises and relevant systems of the company, comply with the principle of accounting prudence, and also perform the corresponding approval procedures. After the company makes provision for impairment, the company’s financial statements can more fairly reflect the company’s financial status, asset value and operating results, and help to provide investors with more authentic, reliable and accurate accounting information. There is no damage to the interests of minority shareholders. Therefore, we agree to make provision for impairment this time.
8、 Independent opinions on replacement of issuance expenses and replacement of early investment with raised funds
The company’s replacement of issuance expenses and the use of raised funds to replace early investment comply with the provisions of relevant laws, regulations and normative documents, meet the needs of the company’s development, do not conflict with the implementation plan of the raised investment project, do not affect the normal progress of the raised investment project, do not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders, and the replacement time is no more than 6 months from the arrival time of the raised funds. It is unanimously agreed that the company will replace the issuance expenses and that the company will use the raised funds to replace the self raised funds that have been invested in the investment projects with the raised funds in advance.
Fujian Snowman Co.Ltd(002639) independent directors Zhang Bai, Zheng Shouguang and Guo Ruizheng
April 27, 2022
