Securities code: 002639 securities abbreviation: Fujian Snowman Co.Ltd(002639) Announcement No.: 2022-009 Fujian Snowman Co.Ltd(002639)
Announcement on providing guarantee for Hangzhou Longhua financing, a holding subsidiary
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 guarantee matters
Hangzhou Longhua Environmental Integration System Co., Ltd. (hereinafter referred to as “Hangzhou Longhua”) is a holding subsidiary of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company”), and the company holds 56% equity of Hangzhou Longhua. Now, in order to meet the daily production and operation capital needs of the holding subsidiary Hangzhou Longhua Environmental Integration System Co., Ltd. (hereinafter referred to as “Hangzhou Longhua”) and improve the efficiency of capital use, according to the needs of the business development of the holding subsidiary Hangzhou Longhua, Hangzhou Longhua plans to continue to apply for a comprehensive credit line of no more than 60 million yuan from Shanghai Pudong Development Bank Co.Ltd(600000) Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478) sub branch, The company provides joint and several liability guarantee for the bank credit of Hangzhou Longhua, with a guarantee limit of no more than 30 million yuan and a guarantee period of no more than 12 months from the date of the guarantee.
Hangzhou Longhua plans to continue to apply to the science and technology branch of Hangzhou United Rural Commercial Bank Co., Ltd. for a comprehensive credit line with an amount of no more than 33 million yuan. The company provides joint and several liability guarantee for the bank credit of Hangzhou Longhua, with a guarantee line of no more than 11.5 million yuan and a guarantee period of no more than 12 months from the date of the guarantee.
Hangzhou Longhua plans to continue to apply to Bank Of Nanjing Co.Ltd(601009) Hangzhou branch for a comprehensive credit line of no more than 20 million yuan. The company provides joint and several liability guarantee for the bank credit of Hangzhou Longhua, with a guarantee line of no more than 10 million yuan and a guarantee period of no more than 12 months from the date of the guarantee.
Hangzhou Longhua plans to continue to apply to Bank Of Beijing Co.Ltd(601169) Hangzhou branch for a single credit line with an amount not exceeding 9.5 million yuan. The company provides joint and several liability guarantee for the bank credit of Hangzhou Longhua, with a guarantee line not exceeding 5 million yuan and a guarantee period not exceeding 12 months from the date of the guarantee.
The above-mentioned external guarantee matters were deliberated and adopted at the 35th meeting of the Fourth Board of directors held on January 26, 2022. The voting results were 8 in favor, 0 against and 0 abstention.
2、 Basic information of the guaranteed
1. Name: Hangzhou Longhua Environmental Integration System Co., Ltd
2. Address: building 26, No. 1218, Wenyi West Road, Cangqian street, Yuhang District, Hangzhou
3. Legal representative: Yang Li
4. Registered capital: 23.68 million yuan
5. Date of establishment: January 27, 2000
6. Business scope: integrated sales of building environment system, industrial cooling system, low-temperature refrigeration system and building intelligent system; Integrated technology, energy-saving technology, operation management technology services, technology research and development, and technical consulting; Contract energy management; Integrated construction of electromechanical engineering, refrigeration system engineering, environmental protection engineering and energy-saving transformation engineering; Sales: electronic products (except electronic publications), Cecep Solar Energy Co.Ltd(000591) water heaters, air source heat pumps, boilers, HVAC equipment, computers and accessories, electromechanical products, refrigeration equipment, refrigeration equipment, air conditioning, waste heat recovery and power generation equipment.
7. Financial data of one year and one period (data of the latest period are Unaudited):
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 13803.38 16825.85
Total liabilities 8550.02 11607.70
Total owner’s equity 5253.36 5218.15
Operating income 15558.96 11857.68
Operating profit 368.21 -84.17
Net profit 425.51 -35.21
According to the query results of China executive information disclosure network, the above-mentioned holding subsidiaries do not have the situation of being executed in bad faith and do not belong to the person being executed in bad faith.
3、 Main contents of the guarantee agreement
The company will sign a guarantee contract within the approved amount when the guarantee actually occurs. The specific guarantee amount, guarantee period and other terms will be implemented within the above scope, which shall be subject to the actually signed contract.
4、 Accumulated external guarantees and overdue guarantees
After this guarantee, the approved guarantee amount of the listed company and its holding subsidiaries is 899.64 million yuan. After this guarantee is provided, the total balance of external guarantees of the listed company and its holding subsidiaries is 599.5 million yuan, accounting for 28.35% of the latest audited net assets of the listed company; There are no guarantees corresponding to overdue debts, guarantees not involving litigation and guarantees that should be borne due to the judgment of losing the lawsuit. The company and its subsidiaries have no overdue external guarantee.
5、 Opinions of the board of directors
The board of Directors believes that the guarantee provided by the company for Hangzhou Longhua, the holding subsidiary, is necessary for daily operation, is conducive to the sustainable development of the holding subsidiary, is in line with the interests of the company and all shareholders, will not have an adverse impact on the normal operation and business development of the company, and the company has control over it and can effectively control and prevent risks. The board of directors agreed that the company would provide guarantee for Hangzhou Longhua to apply for credit extension from the bank.
6、 Opinions of independent directors
The guarantee provided by the company for the holding subsidiary to apply for comprehensive credit from the bank is based on the production and operation needs of the subsidiary, which is conducive to the smooth implementation of various businesses of Hangzhou Longhua. The financial risk of the company providing guarantee is within the company’s control. For this guarantee, the company has strictly implemented the approval authority and procedures for external guarantee. The decision-making procedures and contents comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board. There is no violation of guarantee and no damage to the interests of the company and shareholders. It is agreed that the company will provide guarantee for Hangzhou Longhua to apply for bank credit. 7、 Documents for future reference
1. Resolution of the 35th meeting of the 4th board of directors;
2. Opinions of independent directors;
It is hereby announced
Fujian Snowman Co.Ltd(002639) board of directors January 26, 2022
