Securities code: 002639 securities abbreviation: Fujian Snowman Co.Ltd(002639) Announcement No.: 2022-007 Fujian Snowman Co.Ltd(002639)
Announcement on the resolution of the 35th meeting of the Fourth 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 35th meeting of the Fourth Board of directors in the company conference room of minjiangkou Industrial Zone, Changle District, Fuzhou City, Fujian Province at 10:00 a.m. on January 26, 2022. The meeting was convened and presided over by Mr. Lin Rujie, chairman of the board of directors. There were 8 directors and 8 directors. The notice of the meeting was delivered to all directors, supervisors and senior managers by hand, fax, e-mail and other means on January 19, 2022. 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:
1. Deliberated and adopted the proposal on the election of non independent directors by the board of directors
Voting results: 8 votes in favor; No negative vote; No abstentions.
Since the term of office of the Fourth Board of directors of the company has expired, according to the relevant provisions of the company law and the articles of association, the board of directors will be elected. The Fifth Board of directors of the company is composed of 7 directors, including 4 non independent directors and 3 independent directors.
The meeting of the Fourth Board of directors nominated Committee held consideration of the qualifications of the following candidates, nominated Mr. Lin Rujie (ID number 3501821968********), Mr. Lin Changlong, Mr. Lin Rujie (ID number 3501031965********), and Chen Hui as the non independent director candidate of the Fifth Board of directors of the company. (see the appendix for the resume of director candidates)
2. Deliberated and adopted the proposal on the election of independent directors by the board of directors
Voting results: 8 votes in favor; No negative vote; No abstentions.
The nomination committee meeting of the 4th board of directors of the company reviewed the qualifications of the following candidates and nominated Mr. Zhang Bai, Mr. Zheng Shouguang and Ms. Guo Ruizheng as candidates for independent directors of the 5th board of directors of the company. (see the appendix for the resume of director candidates)
Proposals 1 and 2 must be submitted to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation. Among them, the qualification of independent director candidates must be reviewed by Shenzhen Stock Exchange and submitted to the general meeting of shareholders of the company for deliberation. The term of office of the directors of the Fifth Board of directors of the company is three years, calculated from the date of deliberation and approval by the general meeting of shareholders.
Among the candidates for the 5th board of directors of the company, the total number of directors concurrently serving as senior managers of the company and employees' representatives does not exceed half of the total number of directors of the company. The candidates for the 5th board of directors of the company have not been subject to administrative punishment by the CSRC in the past three years, have not been publicly condemned or criticized by the stock exchange for more than three times in the past three years, and have not been filed for investigation by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations.
The company will, in accordance with the requirements of the filing measures for independent directors of Shenzhen Stock Exchange, post the details of independent director candidates on the website of Shenzhen Stock Exchange (www.szse. CN) Publicity. During the publicity period, if any unit or individual has any objection to the qualification and independence of the independent director candidate of the company, they can feed back their opinions to the Shenzhen Stock Exchange on the qualification of the independent director candidate and the situation that may affect his independence through the investor hotline and email of the Shenzhen Stock exchange.
In order to ensure the normal operation of the board of directors of the company, before the new board of directors takes office, the original directors will still earnestly perform their duties as directors in accordance with relevant laws and regulations and the articles of association. The independent directors of the company expressed their independent opinions on this. For details, please refer to cninfo (www.cn. Info. Com. CN), the designated information disclosure media of the company.
3. The proposal on providing guarantee for the financing of Hangzhou Longhua, a holding subsidiary, was deliberated and adopted
The voting result was: 8 votes in favor; No negative vote; No abstentions.
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 agrees to provide 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 of no more than RMB 33 million. The company agrees to provide joint and several liability guarantee for the bank credit of Hangzhou Longhua, with a guarantee line of no more than RMB 11.5 million 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 agrees to provide 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 agrees to provide 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 occurrence of the guarantee.
The independent directors of the company have expressed independent opinions on the above matters. See the designated information disclosure website cninfo.com.cn for details.
The announcement on providing guarantee for the financing of Hangzhou Longhua, the holding subsidiary, was published in the securities times, Securities Daily, China Securities Journal, Shanghai Securities News and the designated information disclosure website cninfo (www.cn. Info. Com. CN) on January 27, 2022 Relevant announcements on.
4. Deliberated and passed the proposal on Amending the articles of association
Voting results: 8 votes in favor; No negative vote; No abstentions.
According to the new guidelines for the articles of Association (2022 Edition), Shenzhen Stock Exchange Stock Listing Rules (2022 Edition) and other laws and regulations issued by Shenzhen Stock Exchange, the company revised some provisions of the articles of association, and submitted to the general meeting of shareholders to authorize the board of directors of the company to handle relevant industrial and commercial change registration matters.
The revised articles of association and the comparison table for the revision of articles of association are published on cninfo.com.cn, the designated information disclosure media of the company, on January 27, 2022.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on convening the second extraordinary general meeting of shareholders in 2022
The voting result was: 8 votes in favor; No negative vote; No abstentions.
It is agreed that the company will hold Fujian Snowman Co.Ltd(002639) the second extraordinary general meeting of shareholders in 2022 at 14:00 p.m. on Tuesday, February 15, 2022.
The notice on convening the second extraordinary general meeting of shareholders in 2022 was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on January 27, 2022 Relevant announcements on.
3、 Documents for future reference
1. Resolution of the 35th meeting of the 4th board of directors;
2. Independent opinions of independent directors on relevant matters.
It is hereby announced.
Fujian Snowman Co.Ltd(002639) board of directors January 26, 2022
Attachment: resume of director candidates
Mr. Lin Rujie (ID number 3501821968********) was born in 1968, Chinese nationality, currently Fujian Snowman Co.Ltd(002639) chairman and general manager, head of ice making Standardization Technical Committee of China National refrigeration Standardization Committee, vice president of Fujian refrigeration society. Graduated from high school in 1988 and founded Songtai Trading Co., Ltd. in the same year; From 1990 to 1991, he entered the Language Institute in Tokyo, Japan; In 1992, he studied in Puan business college, Chiba County, Japan; In 1993, he studied at the Institute of refrigeration technology of Mitsubishi Heavy Industry in Japan; From 1994 to 1997, he worked in Takagi industry (Co., Ltd.) and engaged in refrigeration technology; Returned to China at the end of 1997 and successively served as factory director and general manager of MARUZEN (Fuzhou) Company and MARUZEN (Dongshan) Company; In March 2000, he founded Changle Snowman refrigeration equipment Co., Ltd. ( Fujian Snowman Co.Ltd(002639) predecessor) and has been the chairman and general manager since.
Mr. Lin Rujie (ID number 3501821968********) is the company's 5% or more shareholders and actual controller, and does not exist in other 5% or more shareholders of the company's work. There is no affiliated relationship with other shareholders holding more than 5% shares of the company, other directors, supervisors and senior managers of the company; It holds 155452029 shares of the company. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, and have not been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion. There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court, and there is no case of not being nominated as a director as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 - standardized operation of listed companies on the main board.
Mr. Lin Changlong, born in 1975, Chinese nationality, bachelor degree, now Fujian Snowman Co.Ltd(002639) deputy general manager and sales director. Graduated from Northwest University in 1997, majoring in enterprise management, and once served as the business manager of Changle Hangrong cement plant. In June 2000, he joined Changle Snowman refrigeration equipment Co., Ltd. as the sales manager, responsible for the promotion and sales of the national market; Served as deputy director of sales in May 2002, in charge of the daily business of each office; Sales director since October 2003. During this period, it has opened up the main markets of chemical industry, nuclear power industry and construction industry in the Middle East, and established the company's sales network, including agents, dealers and long-term customers. Mr. Lin Changlong does not work in units with more than 5% shareholders and actual controllers of the company; There is no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company; It holds 1.729 million shares of the company. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, and have not been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion. There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court, and there is no case of not being nominated as a director as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 - standardized operation of listed companies on the main board.
Mr. Lin Rujie (ID number 3501031965********) was born in 1965, and is a junior college student, accountant. He is currently Fujian Snowman Co.Ltd(002639) director and executive deputy general manager. He graduated from Jimei School of Finance and economics in August 1986 and Xiamen University in December 1990. From August 1986 to May 2003, he worked in Fujian Furen Wood Industry Co., Ltd., a large state-owned enterprise. He successively served as assistant director of finance, deputy director of Finance and Minister of finance department. He obtained the qualification of accountant in 1993. During this period, he was repeatedly rated as the advanced financial worker of the provincial forestry system by the Fujian Provincial Forestry Department, and was jointly rated as the advanced accounting worker of Fujian Province from 1996 to 2002 by the Fujian Provincial Department of personnel and the Fujian Provincial Department of finance. In June 2003, he joined Changle Snowman refrigeration equipment Co., Ltd. and successively served as the manager of finance department, deputy general manager and chief financial officer of the company. He has been in charge of finance, administration and personnel of the company.
Mr. Lin Rujie (ID number 3501031965********) does not exist in the company's 5% or more shareholders, the actual controller of the unit's work; There is no relationship with shareholders holding more than 5% of the company's shares, actual controllers, other directors, supervisors and senior managers of the company; Holding 3.6 million shares of the company. Have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange, and have not been filed for investigation by judicial organs for suspected crimes or checked by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion. There is no case of being publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or being included in the list of dishonest Executees by the people's court, and there is no case of not being nominated as a director as stipulated in paragraph 1 of article 3.2.2 of the guidelines for self discipline supervision No. 1 - standardized operation of listed companies on the main board. Mr. Chen Hui, born in 1985, Chinese nationality, high school education. From December 2003 to April 2011, he worked in Fujian Snowman Co.Ltd(002639) , and now serves as the director of Fujian Snowman Co.Ltd(002639) . From April 2016 to now, he has served as the general manager of Fuzhou shared space Decoration Engineering Co., Ltd.
Mr. Chen Hui does not work in units with more than 5% shareholders and actual controllers of the company; There is no affiliated relationship with shareholders and actual controllers holding more than 5% of the company's shares; Mr. Chen Hui and deputy general manager Chen Ling
