Securities code: 002054 securities abbreviation: Dymatic Chemicals Inc(002054) Announcement No.: 2022-007 Dymatic Chemicals Inc(002054)
About Shunde rural commercial bank, a related party, in 2022
Announcement of connected transactions applying for credit line
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.
Dymatic Chemicals Inc(002054) (hereinafter referred to as "the company"), at the 13th meeting of the seventh board of directors held on Friday, February 25, 2022, deliberated and adopted the proposal on related party transactions applying for credit line from Shunde rural commercial bank in 2022. The proposal was adopted with 8 affirmative votes, 0 negative votes and 0 abstention, and the related director Mr. Huang Guanxiong avoided voting.
The company plans to apply for a total credit line of 350 million yuan from the related party Guangdong Shunde Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Shunde rural commercial bank"). This transaction is a connected transaction, which must be approved by the general meeting of shareholders, and the connected shareholders will avoid voting. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
The announcement on the resolution of the 13th meeting of the seventh board of directors (2022-004) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on February 26, 2022.
1、 Overview of related party transactions
In order to ensure the capital demand of the company's production, operation and project construction, the company plans to apply for a comprehensive credit line with a total amount of 350 million yuan from Shunde rural commercial bank, as follows:
1. The company applied to Ronggui sub branch of Shunde rural commercial bank for a working capital loan of 150 million yuan in the form of guarantee, with a term of 12 months.
2. The company applied to Ronggui sub branch of Shunde rural commercial bank for a performance guarantee of RMB 25 million with a term of 12 months.
3. The company applied to Ronggui sub branch of Shunde rural commercial bank for a working capital loan of 175 million yuan in the form of guarantee, with a term of 36 months.
2、 Basic information of related parties
(I) basic information
Shunde rural commercial bank, formerly known as Shunde rural credit cooperative, was established in Shunde, Guangdong Province 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.
Shunde rural commercial bank's main business: absorbing local and foreign currency public deposits; Issuing short-term, medium-term and long-term loans in local and foreign currencies; 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 year after year
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
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.
(IV) according to the inquiry of the national enterprise credit information publicity system, up to now, Shunde rural commercial bank is not the executee of dishonesty. 3、 Basic information of related party transactions
In order to ensure the capital demand of the company's production, operation and project construction, the company plans to apply for a total credit line of 350 million yuan from Shunde rural commercial bank, as follows:
1. The company applied to Ronggui sub branch of Shunde rural commercial bank for a working capital loan of 150 million yuan in the form of guarantee, with a term of 12 months;
2. The company applied to Ronggui sub branch of Shunde rural commercial bank for a performance guarantee of RMB 25 million with a term of 12 months;
3. The company applied to Ronggui sub branch of Shunde rural commercial bank for a working capital loan of 175 million yuan in the form of guarantee, with a term of 36 months;
4. Guangdong Deyun Venture Capital Co., Ltd. (hereinafter referred to as "Deyun venture capital"), a wholly-owned subsidiary of the company, provides joint and several liability guarantee for the above loan of 350 million yuan.
5. Submit to the general meeting of shareholders of the company to authorize the chairman of the company to handle specific matters related to this credit, including but not limited to signing relevant legal documents under all financing items related to the credit and withdrawal applied by the company to Shunde rural commercial bank with Ronggui sub branch of Shunde rural commercial bank on behalf of the company; Submit to the general meeting of shareholders of the company to authorize the legal representative of Deyun venture capital to handle specific matters related to this guarantee on behalf of Deyun venture capital, including but not limited to signing relevant legal documents under all guarantee and guarantee matters involved in the above loan. The authorization period is valid within 12 months from the date of deliberation and approval of this general meeting of shareholders.
4、 Pricing policy and basis of transaction
The connected transactions of the company applying for credit line from Shunde rural commercial bank fully follow the commercial principles of openness, fairness, impartiality, compensation and voluntariness, follow the market, the transaction price is fair and the transaction conditions are equal.
5、 Guarantee mode of comprehensive credit business
The company applied to Ronggui sub branch of Shunde rural commercial bank for a working capital loan of 150 million yuan in the form of guarantee for a period of 12 months; Apply to Ronggui sub branch of Shunde rural commercial bank for a performance guarantee of RMB 25 million with a term of 12 months; Apply to Ronggui sub branch of Shunde rural commercial bank for a working capital loan of 175 million yuan with a term of 36 months. Deyun venture capital, a wholly-owned subsidiary of the company, provided joint and several liability guarantee for the above 350 million yuan loan.
1. Basic information of guarantor
registered capital
Company name registered legal representative of main business (10000 yuan)
Guangdong Deyun Venture Capital Co., Ltd. is engaged in the technological development of Guangdong Foshan high-tech products; Engaged in Feng 10500 Cai Jingxia
The company invests in mountain insurance and high-tech industries; direct investment
Or participate in the construction of business incubators; Its agent
He invests in venture capital enterprises and other institutions or individuals
Venture capital business; Investment consulting services, enterprises
Business management consulting services; Participate in the establishment of venture capital
Venture capital enterprises and venture capital management consulting institutions;
Operate the export of self-produced products and technologies of the enterprise
Import and export business; Operating the scientific research and production needs of the enterprise
Raw and auxiliary materials, instruments and meters, electromechanical equipment
Import of spare parts and technology; Cluster enterprise
Trusteeship of business domicile. (items subject to approval according to law)
The project can only be carried out after being approved by relevant departments
(camp activities)
2. Basic information of the guaranteed
registered capital
Company name registered legal representative of main business (10000 yuan)
Guangdong Demei Guangdong development, production and sales: textile, printing and dyeing, papermaking additives, printing 48211.5452 Huang Guanxiong
Fine chemical additives, coatings, polyurethane coating agents. Operate the self-produced products of the enterprise
The export business of the group's shares and technology; Operate the raw and auxiliary materials required for the production of the enterprise
Ltd. import of materials, instruments and meters, mechanical equipment, spare parts and technology
Business, wholesale and retail trade, investment industry, real estate development and operation;
Self owned house leasing and property management.
3. Financial indicators of the guaranteed year after year (statement data of the parent company)
Unit: Yuan
Main financial indicators September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 2864228216.07
2,753,635,633.64
Total liabilities 853413992.66
993,681,534.60
Net assets
2,010,814,223.41 1,759,954,099.04
Main financial indicators January September 2021 (Unaudited) 2020 (audited)
Operating income 479005480.24
517,221,995.08
Total profit
-164,424,932.53 35,674,760.01
Net profit 57598932.42
-107,994,649.85
4. The guaranteed Dymatic Chemicals Inc(002054) is the parent company of the guarantor Deyun venture capital, which is a wholly-owned subsidiary's guarantee to the parent company.
The guarantee provided by Deyun venture capital for Dymatic Chemicals Inc(002054) applying for the credit line from the related party Shunde rural commercial bank is joint and several liability guarantee.
6、 Accumulated external guarantees and overdue guarantees
Up to now
