Huaxi Securities Co.Ltd(002926)
About Dymatic Chemicals Inc(002054)
Using idle self owned funds for cash management in 2022
Verification opinions
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 measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant provisions, the company has carefully verified the use of some idle self owned funds to purchase financial products. The details are as follows:
1、 Investment overview
(I) investment purpose
In order to improve the use efficiency and income of the company’s funds, the idle self owned funds are used for cash management without affecting the normal operation of the company and its holding subsidiaries, so as to increase the company’s income and seek a better return on investment for the company and shareholders.
(II) investor
The company or its holding subsidiary.
(III) counterparty
Financial institutions not related to the company.
(IV) investment quota
According to the company’s own idle funds, the total amount to be used for purchasing principal guaranteed cash management products shall not exceed RMB 300 million. This amount includes the amount of reinvestment of financial management income, that is, the subscription amount at any time shall not exceed RMB 300 million. Within the above amount, the funds can be used in rolling, and the cumulative rolling total is expected to not exceed RMB 80 million, The implementation period is 12 years from the date of deliberation and approval by the general meeting of shareholders
(V) investment object
The company uses idle self owned funds to subscribe for principal guaranteed cash management products (including RMB structured deposits, asset management plans and other fixed income products) of commercial banks and other financial institutions with high security, good liquidity and a term of less than 12 months.
(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 company’s proposed investment 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 company and its holding subsidiaries have no relationship with the counterparty.
(IX) approval procedures
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 with self owned funds to non affiliated financial institutions 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.
2、 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.
3、 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 and good liquidity, belonging to the low-risk category. 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 financial products and project progress. If it is found 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.
4、 Impact on the company
The company adheres to the principle of “standardized operation, risk prevention, prudent investment and income improvement”. On the premise of ensuring the daily operation, development capital demand and capital safety of the company and its holding subsidiaries, the company moderately purchases principal guaranteed cash management products with high safety, good liquidity and a period of less than 12 months with idle self owned funds, It will not affect the normal development of the company’s main business. The company uses idle self owned funds for cash management, which is conducive to improving the company’s income and capital use efficiency, and seeking more return on investment for the company’s shareholders. The transaction price is based on the fair market price and follows the principles of openness, fairness and impartiality. There is no damage to the interests of the company and shareholders.
5、 Purchase of principal guaranteed cash management products by the company within 12 months before the announcement date
condition
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: 6000000.00 2021-04-02 2021-05-10 breakeven floating 20051.51 20051.51 no
Shan Branch 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 type 495625.00 487500.00 no
Sub branch funds
Guangdong Development Bank: 6000000.00 2021-06-04 2021-09-02 breakeven floating 56219.18 56219.18 no
Shan Branch capital income type
Guangdong Development Bank Foshan 30000000.00 2021-07-13 2021-10-14 breakeven floating 259126.03 259126.03 no
Shan Branch capital income type
Shanghai Pudong Development Bank Co.Ltd(600000) Buddha owned 30000000.00 2021-07-23 2021-10-22 breakeven floating 257833.33 237333.33 no
Shan Branch capital income type
Guangdong Development Bank has 8000000.00 yuan, 2021-09-10, 2021-12-09, breakeven floating 66082.19 66082.19 no
Shan Branch capital income type
Agricultural Bank of China idle Principal Guaranteed Fixed
Bank Shunde Guizhong raised 50000000.00 on 2021-10-20 and 475000.00 on 2022-04-20 no
Sub branch funds
Guangfa Bank: 8000000.00 2021-12-24 2022-03-24 breakeven floating 68054.79 no
Shan Branch capital income type
Total 188000000.00 1697992.03
6、 Relevant review and approval procedures
(I) deliberations of the board of directors
On February 25, 2022, the company held the 13th meeting of the seventh board of directors and deliberated and adopted the
In 2022, the board of directors approved the proposal of using idle self owned funds for cash management
The company uses idle self owned funds of no more than RMB 300 million to purchase security from non related party financial institutions
The principal guaranteed cash management products with high liquidity and a term of less than 12 months (inclusive) will cost 300 million yuan
The amount of RMB yuan can be used on a rolling basis. It is estimated that the cumulative purchase amount of rolling use will not exceed RMB 80 million
The term shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders; Agree to submit to the general meeting of shareholders of the company for authorization
The chairman of the company has full authority to handle specific matters related to the investment, including but not limited to exercising the investment decision
The authorization period shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
(II) opinions of independent directors
Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, the independent directors of the company, made contributions to the company in 2022
The cash management with idle self owned funds has been fully verified and recognized in advance. The independent opinions are as follows: 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 risk control, will not have an adverse impact on the company’s production and operation, and is in the interests of the company, There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, which is in line with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Agree 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 security, good liquidity and a term of less than 12 months from non related party financial institutions, and the amount of RMB 300 million can be used on a rolling basis; It is estimated that the cumulative purchase amount of rolling use will not exceed 80 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. (III) deliberation of the board of supervisors
On February 25, 2022, the company held the 9th meeting of the 7th board of supervisors, which deliberated and approved the proposal on cash management with idle self owned funds in 2022. The board of supervisors held that the company used idle self owned funds to manage cash from non related financial institutions, performed necessary approval procedures, and complied with the provisions of the articles of association and relevant systems, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. On the premise of ensuring the daily operation, R & D, production and construction needs of the company, the company uses idle self owned funds to purchase principal guaranteed cash management products from financial institutions, which is conducive to improving the use efficiency and income of the company’s funds.
The board of supervisors agrees that the company and its holding subsidiaries use their own idle funds of no more than 300 million yuan 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 300 million yuan can be used on a rolling basis, and the cumulative purchase amount is expected to be no more than 80 million yuan, The implementation period shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the company’s plan to use idle self owned funds for cash management has been deliberated and approved at the 13th meeting of the seventh board of directors and the 9th meeting of the seventh board of supervisors
