Securities code: 002054 securities abbreviation: Dymatic Chemicals Inc(002054) Announcement No.: 2022-010 Dymatic Chemicals Inc(002054)
Announcement on using idle self owned funds for cash management in 2022
The company and all members of the board of directors guarantee that the announcement is true, accurate and complete without false records, misleading statements or major omissions.
Dymatic Chemicals Inc(002054) (hereinafter referred to as "the company") deliberated and adopted the proposal on cash management with idle self owned funds in 2022 at the 13th meeting of the seventh board of directors held on Friday, February 25, 2022, and agreed that the company and its holding subsidiaries should use idle self owned funds of no more than RMB 300 million to purchase high security and For principal guaranteed cash management products with good liquidity and a term of less than 12 months, the amount of 300 million yuan can be used on a rolling basis. It is expected that the cumulative purchase amount of rolling use will not exceed 80 million yuan. The implementation period will be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders; It is agreed to 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, including but not limited to exercising the decision-making power of the investment and signing relevant contracts. The authorization period is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
The proposal on the use of self owned funds for cash management needs to be submitted to the general meeting of shareholders for deliberation.
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 cash management with idle self owned funds to non related party financial institutions
1. Investment purpose: in order to improve the efficiency and income of the company's capital use, under the condition of not affecting the normal operation of the company and its holding subsidiaries, use idle self owned funds for cash management, increase the company's income and seek better investment return for the company and shareholders.
2. Investor: the company or its holding subsidiary
3. Counterparty: financial institution not related to the company
4. Investment quota: according to the company's own idle funds, the total quota to be used for purchasing principal guaranteed cash management products shall not exceed RMB 300 million. This quota 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 quota, the funds can be used on a rolling basis, It is estimated that the cumulative rolling total 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.
5. Investment object: the objects subscribed by the company with idle self owned funds are the 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.
6. 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 source of funds for the above investment proposed by the company is idle self owned funds.
7. Investment term: exercise decision-making power within the above limit, and the investment term of a single principal guaranteed cash management product shall not exceed one year.
8. Description of related relationship: the company and its holding subsidiaries have no related relationship with the counterparty.
9. Approval procedures to be performed: in accordance with the articles of association and the relevant provisions of 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, this proposal on cash management with self owned funds to non affiliated financial institutions was considered and adopted at the 13th meeting of the seventh board of directors of the company, It needs to be submitted to the general meeting of shareholders for deliberation.
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 improving income", and ensures the control of the company and its subordinates
On the premise of daily operation, development capital demand and capital security of the joint-stock subsidiary, it is safe to purchase moderately with idle self owned funds
Principal guaranteed cash management products with good liquidity and a term of less than 12 months will not affect the normal operation of the company's main business
develop. The company's use of idle self owned funds for cash management is conducive to improving the company's income and capital use efficiency for the public
The company's shareholders seek more return on investment. The transaction price is based on the fair market price and follows the principle of openness, fairness and impartiality
Then, there is no damage to the interests of the company and shareholders.
5、 Purchase of bank financial products by the company within 12 months before the announcement date
Unit: Yuan
Term of capital product expected profit and loss of product whether the signatory source purchase amount start date end date type maximum income amount involved
Guangdong Development Bank: 6000000.00 2021-04-02 2021-05-10 breakeven floating no
Shandong Branch capital income type 20051.51 20051.51
Agricultural Bank of China idle Principal Guaranteed Fixed 487500.00
Bank Shunde Guizhong raised 50000000.00 2021-04-16 2021-10-16 interest rate type 495625.00 no
Sub branch funds
Guangdong Development Bank: 6000000.00 2021-06-04 2021-09-02 breakeven floating 56219.18 no
Shandong Branch capital income type 56219.18
Guangdong Development Bank has 30000000.00 Principal Guaranteed floating 259126.03 259126.03 no
Shandong Branch capital 2021-07-13 2021-10-14 income type
Shanghai Pudong Development Bank Co.Ltd(600000) Buddha owns 30000000.00 breakeven floating 257833.33 237333.33 no
Shandong Branch capital 2021-07-23 2021-10-22 income type
Guangfa bank has 8000000.00 breakeven floating 66082.19 66082.19 no
Baoshan Branch capital 2021-09-10 2021-12-09 income type
Agricultural Bank of China idle Principal Guaranteed Fixed 475000.00
Bank Shunde Guizhong raised 50000000.00 interest rate on 2021-10-20 and 2022-04-20
Sub branch funds
Guangfa bank has 8000000.00 breakeven floating 68054.79
Shandong Branch capital 2021-12-24 2022-03-24 income type
Total 188000000.00 1697992.03
6、 Review opinions of the board of supervisors
The ninth meeting of the seventh board of supervisors of the company was approved with 3 affirmative votes, 0 negative votes and 0 abstention votes
Proposal on using idle self owned funds for cash management in 2022.
The board of supervisors of the company believes that the company has fulfilled the necessary obligations by using its own idle funds to conduct cash management to non affiliated financial institutions
The examination and approval procedures shall comply with the provisions of the articles of association and relevant systems, and shall not damage the company and all shareholders, especially
The interests of minority shareholders. Under the premise of ensuring the daily operation and R & D, production and construction needs of the company, the company
Purchasing principal guaranteed cash management products from financial institutions with idle self owned funds is conducive to improving the use efficiency and income of the company's funds
Benefits.
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.
The announcement on the resolution of the ninth meeting of the seventh board of supervisors of the company (2022-005) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on February 26, 2022.
7、 Opinions of independent directors
Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, the independent directors of the company, have fully verified and approved the relevant transactions of the company's cash management with idle self owned funds in 2022.
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.
The independent opinions of independent directors on relevant matters was published in February 2022
