Independent opinions of independent directors on relevant matters
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance of listed companies, the standards for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association of Dymatic Chemicals Inc(002054) (hereinafter referred to as the “articles of association”), and other relevant provisions, we are independent directors of Dymatic Chemicals Inc(002054) (hereinafter referred to as the “company”), After carefully reviewing the relevant documents of the 13th meeting of the seventh board of directors of the company, listening to the relevant explanations, and based on the independent, objective and impartial judgment position, the independent opinions are as follows: I. independent opinions on the expected continuous related party transactions with the related party Shunde rural commercial bank in 2022
(1) The independent directors of the company explained that the actual situation of daily connected transactions in 2021 was quite different from the expected situation as follows: the main reason why the actual amount of connected transactions with the related party Shunde rural commercial bank in 2021 was lower than the expected amount was that the actual amount of loans applied by the company to Shunde rural commercial bank in 2021 was lower than the expected amount, Therefore, the interest expense arising from relevant loan business and the handling fee expense arising from other businesses are less than the expected amount. The estimated amount of daily connected transactions between the company and Shunde rural commercial bank is the upper limit of the possible business of both parties. The actual amount is determined according to the actual contract amount signed by both parties and the implementation progress, which has great uncertainty, resulting in the difference between the actual amount and the estimated amount. The above situation is in line with the actual production and operation of the company and the needs of future development, The transaction follows the principles of fairness, impartiality and openness, and there is no behavior or situation that damages the interests of the company and all shareholders.
(2) Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, the independent directors of the company, made prior approval on the expected continuous related party transactions with the related party Shunde rural commercial bank in 2022, and expressed independent opinions as follows:
According to the requirements of the 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, the articles of association and the company’s decision-making system for related party transactions, the voting procedures of the above related party transactions are legal, the related director Mr. Huang Guanxiong avoids voting, and the above transactions are fair, fair and open, It is conducive to the development of the company’s relevant main business. The transaction prices are determined with reference to the market price, which has no impact on the business independence of the listed company and no behavior and situation infringing on the interests of minority shareholders, which is in line with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. It is agreed that the continuous connected transactions between the company and Shunde rural commercial bank in 2022 will not exceed 4.05 million yuan in 2022.
2、 Independent opinions on related party transactions applying for credit line from Shunde rural commercial bank in 2022
Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, the independent directors of the company, made prior approval on the related party transactions applying for credit line from the related party Shunde rural commercial bank in 2022, and their independent opinions are as follows:
Shunde rural commercial bank is one of the best commercial banks in Shunde, which can provide rich business portfolio and perfect service and network. The company applies for credit from Shunde rural commercial bank to meet the funds required for the company’s production and operation and project construction. The voting procedures of the above related party transactions are legal, and the related director Mr. Huang Guanxiong avoids voting. The above transactions are fair, fair and open, which is conducive to the development of the company’s relevant main business. The transaction prices are determined with reference to the market price, which has no impact on the business independence of the listed company and no behavior and situation infringing on the interests of minority shareholders, Comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. It is agreed that the company will apply to Shunde rural commercial bank for a total credit of 350 million yuan in 2022, and the authorization period will be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders.
3、 Independent opinions on the cash management of Shunde rural commercial bank with idle self owned funds in 2022. The independent directors of the company, Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, approved the cash management of Shunde rural commercial bank with idle self owned funds in 2022 in advance, The independent opinions are as follows: Shunde rural commercial bank is one of the best commercial banks in Shunde. On the premise of ensuring liquidity and capital safety, the company uses idle self owned funds to purchase principal guaranteed cash management products from Shunde rural commercial bank, which is conducive to improving the use efficiency of the company’s self owned funds and increasing the income of the company’s idle self owned funds on the premise of controlling risks, It will not adversely affect the production and operation of the company. The voting procedures of the above related party transactions are legal, and the related director Mr. Huang Guanxiong avoids voting. The above transactions are fair, fair and open, which is conducive to the development of the company’s relevant main business. The transaction prices are determined with reference to the market price, which has no impact on the business independence of the listed company and no behavior and situation infringing on the interests of minority shareholders, Comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. It is agreed that the company and its holding subsidiaries 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 Shunde rural commercial bank. The amount of 200 million yuan can be used on a rolling basis, and the cumulative purchase amount is expected to be no more than 40 million yuan, The implementation period shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
4、 Independent opinions on cash management with idle self owned funds in 2022
The independent directors of the company, Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, made the following independent opinions on the use of idle self owned funds for cash management in 2022:
On the premise of ensuring liquidity and capital safety, the company uses idle self owned funds to conduct cash management to non related party financial institutions, which is conducive to improving the use efficiency of the company’s self owned funds and increasing the income of the company’s idle self owned funds on the premise of controlling risks. It will not have an adverse impact on the company’s production and operation, which is in line with the interests of the company and does not harm the company and all shareholders, In particular, the interests of minority shareholders comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
It is agreed that the company and its holding subsidiaries use idle self owned funds of no more than RMB 300 million to purchase principal guaranteed cash management products with high safety, good liquidity and a term of less than 12 months from non related party financial institutions. The amount of RMB 300 million can be used on a rolling basis, and the cumulative purchase amount is expected to be used on a rolling basis is no more than RMB 80 million, The implementation period shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
5、 Independent opinions on carrying out supply chain financing business cooperation and external guarantee with banks
The independent directors of the company, Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, expressed their independent opinions on the supply chain financing business cooperation and external guarantee between the company and banks as follows:
The company provides guarantees with a total amount of no more than 30 million yuan for downstream customers, which is conducive to helping customers solve the problem of capital shortage, broaden financing channels, strengthen cooperative relations with customers, improve the company’s market competitiveness, accelerate the return of company funds, and ensure that the financial risk to customers is within a controllable range.
The guarantee complies with the provisions of relevant laws, regulations and the articles of association. Its decision-making process is legal and effective, which will not affect the sustainable operation ability of the company. There is no proposal to damage the interests of the company and shareholders, especially minority shareholders, and agree to the company’s supply chain financing business cooperation and external guarantee.
6、 Independent opinions on developing bill pool business
The independent directors of the company, Mr. Guoxin, Ms. Ding Haifang and Mr. Zhang Junliang, expressed their independent opinions on the company’s bill pool business as follows:
At present, the company’s operation is in good condition. The company carries out bill pool business, which can comprehensively manage the company’s notes receivable and notes payable to be issued, optimize the financial structure and improve the utilization rate of funds. There is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders; The deliberation and voting procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. We agree to carry out the bill pool business.
7、 Independent opinions on the application of credit line and related guarantee line by holding subsidiaries to non related party banks
The independent directors of the company, Mr. Guoxin, Ms. Ding Haifang and Mr. Zhang Junliang, made the following independent opinions on the expected matters of the holding subsidiary’s application for credit line and relevant guarantee line from non related party banks:
The holding subsidiary of the company applies for credit from non related party banks to meet the capital needs of its sustainable development. The company guarantees the holding subsidiary’s application for comprehensive credit this time, which can improve the efficiency of subsidiary financing decision-making. The guaranteed objects are the holding subsidiaries within the scope of the company’s consolidated statements, and the guarantee risk is controllable, There is no situation that damages the interests of the company and all shareholders, especially the minority shareholders. The deliberation and voting procedures of the above matters comply with the provisions of relevant laws and regulations and the articles of association. We agree that the holding subsidiary shall apply for the credit line and related guarantee line from the non related party bank.
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(there is no text on this page, which is the signature page of independent directors’ independent opinions on relevant matters) Dymatic Chemicals Inc(002054)
Independent director Guo Xin
Independent director Ding Haifang
Independent director Zhang Junliang
February 25, 2002
