Fujian Snowman Co.Ltd(002639) independent director
Independent opinions on the general election of the board of directors and the board of supervisors and the provision of guarantee for the financing of holding subsidiaries
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, and the stock listing rules of Shenzhen Stock Exchange 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 articles of association and other relevant provisions, as independent directors of the company, we, in a diligent and responsible attitude, after reviewing the relevant documents and materials of the 35th meeting of the Fourth Board of directors and the 29th meeting of the Fourth Board of supervisors, Based on the position of objective and independent judgment, we express the following independent opinions:
1、 Independent opinions on the general election of the board of directors and the board of supervisors
（1） According to the relevant provisions of the company law and the articles of association, we believe that the members of the Fourth Board of directors and the board of supervisors abide by the provisions of relevant laws and regulations during their performance of duties and are diligent and responsible. Now, the general election is held due to the expiration of their term of office, which meets the relevant provisions of relevant laws and regulations, the articles of association and the needs of the company’s operation. (two) according to the examination of the nomination committee of the board of directors, and submitted to the board for deliberation, nominate Mr. Lin Rujie (ID number 3501821968********), Mr. Lin Changlong, Mr. Lin Rujie (ID number 3501031965********), and Mr. Chen Hui as the non independent director candidate of the Fifth Board of directors, nominate Mr. Zhang Bai and Zheng Shouguang. Ms. Guo Ruizheng is the candidate for independent director of the 5th board of directors of the company and nominates Mr. Jiang Kangfeng as the candidate for non employee representative supervisor of the 5th board of supervisors of the company, and plans to submit the above candidates to the second extraordinary general meeting of shareholders of the company in 2022. The nomination of candidates for the general election of the board of directors and the board of supervisors of the company complies with the relevant provisions of the company law and other relevant laws and regulations and the articles of association. This nomination is made on the basis of fully understanding the nominee’s educational background, work experience and professional quality, and has been approved by the nominee.
（3） After reviewing the resumes and documents submitted by the above-mentioned candidates for directors and supervisors, we believe that the above-mentioned candidates for directors and supervisors meet the requirements of relevant laws and regulations and the articles of Association for their qualifications, and we have not found any circumstances in which they are not allowed to serve as directors, independent directors and supervisors of the company according to the company law, There is no punishment or punishment by the CSRC and the stock exchange, and they all have the qualification and ability to serve as directors, independent directors and supervisors.
Based on the above review results, we agree to the nomination of candidates for directors of the Fifth Board of directors and supervisors of the Fifth Board of supervisors of the company, and agree to submit it to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
2、 Independent opinions on providing guarantee for Hangzhou Longhua financing, a holding subsidiary
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. Fujian Snowman Co.Ltd(002639) independent director
Pan Yan, Hong Bo, Zeng Zhenglin
January 26, 2022
