Huaxi Securities Co.Ltd(002926)
About Dymatic Chemicals Inc(002054)
In 2022, the idle self owned funds were used to make loans to the related party Shunde rural commercial bank
Verification opinions on cash management
Huaxi Securities Co.Ltd(002926) (hereinafter referred to as " Huaxi Securities Co.Ltd(002926) " and "sponsor") as the sponsor of Dymatic Chemicals Inc(002054) (hereinafter referred to as " Dymatic Chemicals Inc(002054) " and "company") non-public offering of A-Shares in 2020, In accordance with the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business and other relevant provisions, In Dymatic Chemicals Inc(002054) 2022, we checked the cash management of Shunde rural commercial bank with idle self owned funds. The details are as follows:
1、 Overview of related party transactions
The company and its holding subsidiaries intend to use idle self owned funds of no more than 200 million yuan to purchase principal guaranteed cash management products with high safety, good liquidity and a term of less than 12 months from the related party Guangdong Shunde Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Shunde rural commercial bank"), and the amount of 200 million yuan can be used on a rolling basis, It is estimated that the cumulative purchase amount of rolling use will not exceed 400 million yuan; Submit to the general meeting of shareholders of the company to authorize the chairman of the company to fully handle specific matters related to the investment, and the authorization period is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
2、 Basic information of related parties
(I) basic information
Guangdong Shunde Rural Commercial Bank Co., Ltd., formerly known as Shunde rural credit cooperative, was established in Shunde, Guangdong in 1952 and successfully restructured into a rural commercial bank on December 23, 2009. Registered address: No. 2, Yongcui Road, daliangdehe neighborhood committee, Shunde District, Foshan City.
Up to now, the total share capital of Shunde rural commercial bank is 508200427 shares, the legal representative is Yao Zhenyong, and the largest shareholder is Foshan Shunde Chengshun Asset Management Co., Ltd., with a shareholding ratio of 7.41% of the total share capital of Shunde rural commercial bank.
Long term loans; Handle settlement outside China; Handle bill acceptance and discount; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in local and foreign currency interbank borrowing; Engage in bank card (debit card, credit card) business; Acting for collection and payment of funds and insurance business; Provide safe deposit box service; Foreign exchange remittance and foreign exchange; Settlement and sale of foreign exchange; Foreign exchange credit investigation, consultation and witness business; Other businesses approved by the banking regulatory authority under the State Council and other relevant regulatory authorities.
Financial indicators of Shunde rural commercial bank in recent year and phase I:
Unit: 100 million yuan
Financial indicators December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 3625.00 3801.84
Net assets 299.17 312.10
Financial indicators 2020 (audited) January September 2021 (Unaudited)
Operating income 62.46 61.59
Net profit 27.37 25.91
(II) relationship with listed companies
Mr. Huang Guanxiong, chairman of the company, is the current non-executive director of Shunde rural commercial bank. According to item (IV) of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shunde rural commercial bank is an affiliated legal person of the company. At present, the company holds 50823949 shares of Shunde rural commercial bank, accounting for 1% of the total share capital of Shunde rural commercial bank.
(III) performance capability analysis
Shunde rural commercial bank is one of the best commercial banks in Shunde, which can provide the company with rich business portfolio and perfect service and network. According to the inquiry of the national enterprise credit information publicity system, up to now, Shunde rural commercial bank is not a dishonest executee and has good performance ability.
3、 Overview of cash management with its own funds to the related party Shunde Rural Commercial Bank
(I) investment purpose
In order to improve the use efficiency and income of the company's funds, without affecting the normal operation of the company and its holding subsidiaries, use idle self owned funds to purchase principal guaranteed cash management products of Shunde rural commercial bank, increase the company's income and seek better return on investment for the company and shareholders.
(II) investor
The company or its holding subsidiaries.
(III) counterparty
Shunde rural commercial firm.
(IV) investment quota
According to the idle self owned funds of the company, the total amount to be used to purchase principal guaranteed cash management products of Shunde rural commercial bank shall not exceed RMB 200 million. This amount includes the amount of reinvestment of financial management income, that is, the subscription amount at any time shall not exceed RMB 200 million. Within the above amount, the funds can be used on a rolling basis, It is estimated that the cumulative total amount will not exceed 400 million yuan, and the implementation period will be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders.
(V) investment object
The object of the company's subscription with idle self owned funds is the issuer, which is the principal guaranteed cash management products (including RMB structured deposits, asset management plans and other fixed income products) with high safety, good liquidity and a term of less than 12 months issued by Shunde rural commercial bank.
(VI) source of funds
Under the condition of ensuring the funds required for the normal operation and development of the company and its holding subsidiaries, the capital source of the above investment proposed by the company is idle self owned funds.
(VII) investment period
The decision-making power shall be exercised within the above limit, and the investment period of a single principal guaranteed cash management product shall not exceed one year.
(VIII) description of association relationship
The transactions between the company and its holding subsidiaries and Shunde rural commercial bank belong to related party transactions.
(IX) approval procedures to be performed
In accordance with the relevant provisions of the articles of association and the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the proposal on cash management of Shunde rural commercial bank with its own funds needs to be submitted to the general meeting of shareholders for deliberation after being deliberated and adopted at the 13th meeting of the seventh board of directors of the company, Mr. Huang Guanxiong, a related shareholder, shall abstain from voting.
4、 Internal control system of investment
Submit to the general meeting of shareholders to authorize the chairman of the company to fully handle specific matters related to the investment, including but not limited to signing relevant contracts. The authorization period is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. For each specific financial transaction, the company has set up a financial management team, which is composed of the chief financial officer, the director of the financial settlement department and the fund management specialist. The chief financial officer acts as the team leader. The financial settlement department of the company is responsible for the specific financial operation and reports to the financial management team. The specific handling personnel shall carry out specific operations under the leadership of the financial management team and within the scope of fund use authorized by the company. For each financial transaction, the handling personnel must submit analysis reports such as basic information and expected income, which can be carried out only after being approved by the financial management team. The approval procedures of the company's investment and financial management shall be legal and effective, and shall be audited by intermediaries.
5、 Investment risk analysis and risk control measures
(I) investment risk
1. The principal guaranteed cash management products purchased by the company are of high safety, good liquidity and low risk. However, the financial market is greatly affected by the macro-economy, and it is not ruled out that the investment is affected by market fluctuations.
2. The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual return of investment is unpredictable.
3. Operational risks of relevant staff.
(II) for investment risks, the proposed measures are as follows:
1. The company has formulated the foreign investment decision-making system, which has made detailed provisions on the principles, scope, authority, internal audit process, internal reporting procedures, supervision of fund use, responsible departments and responsible persons of investment, which can effectively prevent investment risks. At the same time, the company will strengthen market analysis and research, earnestly implement relevant management systems and strictly control risks.
2. While performing various investment and financial management approval procedures, the company's financial management team will timely analyze and track the investment direction of cash management products and the progress of the project. If the assessment finds that there are risk factors that may affect the company's capital safety, it will take corresponding measures in time to control investment risks.
3. The company's independent directors and the board of supervisors may inspect the use of funds.
6、 Impact on the company
The company adheres to the principle of "standardized operation, risk prevention, prudent investment and increasing income"
Under the premise of daily operation, development capital demand and capital safety of the company and its subordinate holding subsidiaries
Appropriate funds shall be used to purchase principal guaranteed cash management with high safety, good liquidity and a term of less than 12 months (inclusive)
Managing products will not affect the normal development of the company's main business.
Shunde rural commercial bank is one of the best commercial banks in Shunde, which can provide rich business portfolio and perfect service
Services and networks. The company uses idle self owned funds for cash management, which is conducive to improving the company's income and capital
The use of gold is efficient and seeks more return on investment for the company's shareholders. The transaction price is based on the fair market price,
It follows the principles of openness, fairness and impartiality and will not damage the company and its shareholders, especially small and medium-sized shareholders and non shareholders
Interests of related shareholders; The voting of related party transactions involved is conducted under the avoidance of related parties, which does not exist
Damage to the interests of the company and shareholders.
7、 Accumulated various related transactions with Shunde rural commercial bank from the beginning of 2022 to the disclosure date
Easy amount
1. From January 1, 2022 to the disclosure date, the company and its subsidiaries and Shunde rural commercial bank have issued
The continuous related party transactions of the company amounted to 387100 yuan (Unaudited).
Related party transaction category: amount incurred by related parties from the beginning of 2021 to the disclosure date
Amount (10000 yuan)
Interest income from savings business and cash management
The income generated (mainly from the purchase of Principal Guaranteed bank accounts) is 0.00 yuan of Guangdong Shunde rural commercial bank
Structured principal guaranteed cash management products) Industrial Bank Co., Ltd
Interest expense from loan business 38.31
The handling fee expense incurred from other businesses is 0.40
Total - 38.71
2. From January 1, 2022 to the disclosure date, the company and its holding subsidiaries purchased from Shunde rural commercial bank
The cumulative amount of principal guaranteed financial products is RMB 10000 and interest income is RMB 10000.
8、 Purchase of bank cash management products by the company within 12 months before the announcement date
Unit: Yuan
Whether the term of capital products involves the purchase amount from the source of the contracting party, the product type, the expected maximum profit and loss amount, the starting date and the ending date
Guangdong Development Bank Foshan branch 6000000.00 2021-04-02 2021-05-10 breakeven floating 20051.51 20051.51 capital income type
Agricultural Bank of China idle Principal Guaranteed Fixed
Bank Shunde Guizhong raised 50000000.00 2021-04-16 2021-10-16 interest rate 495625.00 487500.00 no sub branch funds
Guangdong Development Bank
