Northeast Securities Co.Ltd(000686)
About Fujian Snowman Co.Ltd(002639)
Verification opinions on the prediction of daily connected transactions in 2022
Northeast Securities Co.Ltd(000686) (hereinafter referred to as ” Northeast Securities Co.Ltd(000686) ” or “sponsor”) as a sponsor of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as ” Fujian Snowman Co.Ltd(002639) ” or “company”) non-public offering of shares, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the expected events of daily connected transactions in Fujian Snowman Co.Ltd(002639) 2022 were carefully and prudently verified. The verification conditions and specific verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
The company (including its holding subsidiaries) is expected to have daily related party transactions with the following related parties in 2022: Svenska rotor Maskiner AB (hereinafter referred to as “SRM”), Svenska rotor Maskiner international AB (hereinafter referred to as “SRM international”), Henan Xingmin Thermal Energy Technology Co., Ltd. (hereinafter referred to as “Xingmin thermal energy”), and the total amount of the above daily related party transactions is expected to be no more than 85 million yuan.
The above-mentioned daily related party transactions have been adopted at the second meeting of the 5th board of directors held by the company on April 27, 2022 with 4 affirmative votes, 0 negative votes and 0 abstention. The related directors Mr. linrujie (ID card No.: 3501821968xxxxxx), Mr. Chen Hui and Mr. linrujie (ID card No.: 3501031965xxxxxx) avoided voting. The independent directors expressed their prior approval opinions and independent opinions on the above daily connected transactions.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association, the management system of connected transactions and so on, this connected transaction is within the decision-making authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset under the measures for the administration of major asset restructuring of listed companies
Industrial restructuring does not need to be approved by relevant departments.
(II) estimated category and amount of daily connected transactions
Category of related party related party transactions content of related party transactions expected to occur in 2022 amount incurred in 2021 as of the disclosure date
Amount (10000 yuan) amount (10000 yuan) (10000 yuan)
Selling goods to related party vendors 700.00 9.16 16.87
SRM international products and products
Purchase raw materials from related parties 200.00 5.58 145.29
Material Science
SRM accepts labor services from related parties 180000 0. Visionox Technology Inc(002387) 79
Labor and technical services
800.00 yuan for selling goods to related parties
Henan Xingmin thermal energy technology sells commodities and products
The company purchases 500000 yuan of raw materials from related parties
Material Science
Subtotal 850000 14.74254995
(III) actual occurrence of daily related party transactions in the previous year
Difference in the proportion of the actual amount of related party transactions (10000 yuan of the expected amount (10000 yuan of the actual amount accounts for the same actual amount as the expected disclosure date and index yuan))
Sales of goods to related parties, production of 16.871000, 0.02% – 98.31% of the company’s products in 2021
SRM international purchases raw materials from related parties 145.29 100 0.20% 45.29% April 24, 2014 and
Accept the labor provided by the related party. On June 1, 2021, it is in business 0.00 300 0.00% – 100.00% cninfo.com
Accept the labor provided by related parties (www.cn.info.co SRM business and technical services 2387794200 3.25% – 43.15% m.cn.) Disclosed customs
Fuzhou Snowman new energy sold 16.29 30 0.04% – 45.70% of its goods to related parties in 2021
Service provided by related parties of Technology Co., Ltd. 2.71 7.08 – 61.72% announcement of 0.01% estimated related party transactions (Announcement No.: labor services provided by Fujian snow hydrogenation equipment to related parties, 0.39 400 0.00% – 99.90% 2021028); and Customs Co., Ltd. serves the newly added year 2021
Henan ouxinte new energy sells goods to related parties and produces 141.39 300 0.34% – 52.87% of the product plan of daily related party transactions pre Technology Co., Ltd. (announcement on purchasing raw materials from related parties 68.32 0.19% – No.: 2021048)
Subtotal 277905633708 — 42.19%
In 2021, the actual total amount of daily related party transactions between the company and the above related parties did not exceed the expected total amount.
The reasons for the great difference between the actual situation and the expected situation are as follows:
1. The estimated amount of daily connected transactions of the company is the estimated amount of possible business of both parties, and the actual amount is determined according to the actual situation of daily connected transactions and the actual contract amount and implementation progress signed by both parties by the board of directors of the company. The annual daily connected transactions between the company and related parties are expected to be a description of the large difference between the base situation and the expectation (if applicable). It is applicable to the preliminary judgment of the company’s business development. The personnel and technical services of a certain business occur in the current year, but the actual amount needs to be settled across years, so there are certain differences.
2. As the main business transaction between the company and related parties is project development, the implementation progress of project development is affected by uncertain factors such as design scheme, technical personnel level and test operation, resulting in a deviation between the actual amount and the expected amount. 3. The settlement method with related parties is mainly foreign currency, and the exchange rate difference in different years has a certain impact.
The independent directors of the company have verified the actual occurrence of daily connected transactions, and the board of directors of the company has explained that there is a difference between the actual occurrence of daily connected transactions in 2021 and the prediction, and there is a large difference between the conformity and the prediction (if applicable to the actual situation of the company, the daily connected transactions that have occurred in 2021 are fair and reasonable and do not harm the interests of the company and other non connected party shareholders); Comply with the provisions of laws, regulations, the articles of association and other relevant rules and systems, and there is no situation that damages the interests of the company and other non related party shareholders.
2、 Related person introduction and relationship
(I) basic information of related parties
1. Company name: Svenska rotor Maskiner international ab
Date of establishment: December 10, 1993
Registered address: box 1508510465 Stockholm
Registered capital: SEK 1 million
Main business: mainly engaged in the sales of screw compressor and screw expander, as well as the engineering solutions of waste heat utilization package projects such as geothermal utilization, garbage, biomass power generation, seawater desalination and oil and gas development. The company is the founder of screw expander generator technology in the world and is committed to the application of screw expander generator in special fields and the research and development of waste heat utilization of low-grade waste gas.
2. Company name: Svenska rotor maskinerab
Date of establishment: February 10, 1989
Registered address: box 1508510465 Stockholm
Registered capital: SEK 4.5 million
Main business: mainly engaged in the research and development of screw compressor and expander. The company has foreign advanced compressor technology and resources, master the core technology of screw compressor, and has a number of patents at home and abroad. It will jointly research and develop a new high-efficiency and energy-saving screw refrigeration compressor suitable for natural working medium and various environmental protection refrigerants with the team of its subsidiaries.
3. Company name: Henan Xingmin Thermal Energy Technology Co., Ltd
Date of establishment: December 6, 2021
Registered address: 200m west of the intersection of Jianye road and Fumin Road, high tech Zone, Minquan County, Shangqiu City, Henan Province
Registered capital: 100 million yuan
Main business: general items: refrigeration and air conditioning equipment manufacturing; Sales of refrigeration and air conditioning equipment; Pump and vacuum equipment manufacturing; Sales of pumps and vacuum equipment; Machining of mechanical parts and components; Sales of mechanical parts and components; Sales of metal products; Mechanical equipment leasing; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Technology import and export; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license)
