Securities code: 002054 securities abbreviation: Dymatic Chemicals Inc(002054) Announcement No.: 2022-005 Dymatic Chemicals Inc(002054)
Announcement of resolutions of the 9th meeting of the 7th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The notice of the ninth meeting of the seventh board of supervisors of Dymatic Chemicals Inc(002054) (hereinafter referred to as "the company") was sent by means of communication and e-mail on February 22, 2022, and the meeting was held by means of communication on Friday, February 25, 2022. This meeting is an interim meeting of the board of supervisors. There are 3 supervisors who should participate in the voting and 3 supervisors who actually participate in the voting.
The meeting was convened and held in accordance with the relevant provisions of the company law of the people's Republic of China and the articles of association of the company, and was legal and effective. On the premise that all supervisors present at the meeting fully expressed their opinions, they voted by means of communication and reviewed all the proposals of the board of supervisors one by one.
2、 Deliberation at the meeting of the board of supervisors
(I) the meeting examined and approved the proposal on the expected continuous related party transactions with the related party Shunde rural commercial bank in 2022 by [3] votes in favor, [0] votes against and [0] abstentions.
The company and its holding subsidiaries have opened bank accounts in Shunde rural commercial bank and incurred deposit and loan business, cash management and other businesses. It is expected that the cumulative limit in 2022 will not exceed 4.05 million yuan.
The board of supervisors of the company believes that the company has fulfilled the necessary approval procedures for the continuous connected transaction with Shunde rural commercial bank in 2022, which is in line with the provisions of the articles of association and relevant systems. The transaction price is carried out at the market fair price, follows the principles of openness, fairness and impartiality, and will not damage the company and its shareholders, Especially the interests of minority shareholders and non affiliated shareholders; The voting of related party transactions involved is conducted under the condition of avoidance of related parties, and there is no damage to the interests of the company and shareholders. The board of supervisors approved the company's proposal.
The announcement on the expected continuous connected transactions with the related party Shunde rural commercial bank in 2022 (2022-006) was published in the securities times and cninfo.com (www.cn. Info. Com. CN.) on February 26, 2022.
(II) the meeting approved the proposal on related party transactions applying for credit line from the related party Shunde rural commercial bank in 2022 with [3] affirmative votes, [0] negative votes and [0] abstention votes. This proposal needs to be submitted to the general meeting of shareholders for deliberation. In order to ensure the demand for funds for the company's production, operation and project construction, the company plans to apply to Shunde rural commercial bank for a comprehensive credit line with a total amount of 350 million yuan; 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.
The board of supervisors of the company believes that the application for credit line from Shunde rural commercial bank in 2022 is to meet the needs of its operation and development, fulfill the necessary approval procedures, comply with the provisions of the articles of association and relevant systems, and the transaction price is at the fair price of the market, follows the principles of openness, fairness and impartiality, and will not damage the company and its shareholders, Especially the interests of minority shareholders and non affiliated shareholders; The voting of related party transactions involved is conducted under the condition of avoidance of related parties, and there is no damage to the interests of the company and shareholders. The board of supervisors approved the company's proposal.
The announcement on related party transactions applying for credit line from the related party Shunde rural commercial bank in 2022 (2022-007) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on February 26, 2022.
(III) the meeting approved the proposal on cash management of Shunde rural commercial bank in 2022 by using idle self owned funds with [3] affirmative votes, [0] negative votes and [0] abstention votes. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
The company and its holding subsidiaries intend 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 with idle self owned funds of no more than 200 million yuan. 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.
The board of supervisors of the company held that: the company used idle self owned funds to conduct cash management to the related party Shunde rural commercial bank, fulfilled the necessary approval procedures, complied with the provisions of the articles of association and relevant systems, and the transaction price was conducted at the fair market price, followed the principles of openness, fairness and impartiality, and would not damage the company and its shareholders, Especially the interests of minority shareholders and non affiliated shareholders; The voting of related party transactions involved is conducted under the condition of avoidance of related parties, and there is no damage to the interests of the company and shareholders. On the premise of ensuring the company's daily operation and R & D, production and construction needs, the company uses idle self owned funds to purchase bank principal guaranteed cash management products, 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 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.
The announcement on cash management with idle self owned funds to the related party Shunde rural commercial bank in 2022 (2022-009) was published in the securities times and cninfo (www.cn. Info. Com. CN) on February 26, 2022.
(IV) the proposal on cash management with idle self owned funds in 2022 was approved by the meeting with [3] affirmative votes, [0] negative votes and [0] abstention votes. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
The company plans 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 according to the idle self owned funds, with a total amount of no more than 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 limit, the funds can be used on a rolling basis. It is estimated that the cumulative total amount of rolling use will not exceed 80 million yuan, and the authorization period will be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders.
The board of supervisors of the company believes that the company has used its own idle funds to conduct cash management to non affiliated financial institutions, fulfilled the necessary approval procedures, complied with the provisions of the articles of association and relevant systems, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized 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.
The announcement on using idle self owned funds for cash management in 2022 (2022-010) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on February 26, 2022.
(V) the meeting approved the proposal on carrying out supply chain financing business cooperation and external guarantee with banks with [3] affirmative votes, [0] negative votes and [0] abstention votes. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
In order to help downstream customers broaden financing channels, alleviate capital pressure, improve the company's sales performance and accelerate the return of sales funds, the company plans to provide joint and several liability guarantee for qualified customers to provide supply chain financing to banks and other financial institutions designated by the company, with a total amount of guarantee not exceeding 30 million yuan.
The board of supervisors believes that the cooperation and external guarantee between the company and the bank in supply chain financing business is to help downstream customers broaden financing channels and alleviate capital pressure, so as to improve the company's sales performance and accelerate the return of sales funds. It has fulfilled the 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 minority shareholders. Agree to the proposal.
The announcement on carrying out supply chain financing business cooperation and external guarantee with banks (2022-011) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on February 26, 2022.
(VI) the meeting approved the proposal on developing bill pool business with [3] affirmative votes, [0] negative votes and [0] abstention votes.
In order to coordinate the company's bill assets, improve the company's capital use efficiency and optimize the financial structure, the company plans to carry out bill pool business with non related party cooperative banks with a total amount of no more than RMB 100 million, the amount can be recycled, and the development period shall not exceed one year from the date of deliberation and approval by the board of directors.
The board of supervisors of the company believes that the company's bill pool business can improve the use efficiency and income of the company's bill assets, will not affect the normal development of the company's main business, and will not damage the interests of the company and minority shareholders. It is agreed that the company will carry out bill pooling business with commercial banks with a total amount of no more than RMB 100 million.
The announcement on developing bill pool business (2022-012) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on February 26, 2022.
(VII) the meeting approved the proposal on the prediction of the holding subsidiary's application for credit line and relevant guarantee line from non related party banks by [3] votes in favor, [0] votes against and [0] abstentions. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
Sichuan Tingjiang New Material Co., Ltd. (hereinafter referred to as "Sichuan Tingjiang"), Shantou DEMEI Industrial Co., Ltd. (hereinafter referred to as "Shantou company") and Weisheng Chemical Co., Ltd. (hereinafter referred to as "Weisheng company") are the holding subsidiaries of the company to meet the needs of daily operation and business development, It is proposed to apply for a credit line (including equivalent foreign currency) with a total amount of no more than 200 million yuan from a non related party bank; In order to improve the efficiency of the above holding subsidiaries in applying for financing from non related party banks, the company plans to provide Sichuan Tingjiang, Shantou and Weisheng companies with a total guarantee amount of no more than 200 million yuan (including equivalent foreign currencies), of which the guarantee amount provided to subsidiaries with asset liability ratio of more than 70% (including) is no more than 60 million yuan, The amount of guarantee provided to subsidiaries with asset liability ratio below 70% shall not exceed 140 million yuan. Guarantee methods include but are not limited to joint and several liability guarantee, mortgage guarantee, etc. The above guarantee amount includes the new guarantee and the extension or renewal of the original guarantee. The actual guarantee amount and guarantee period shall be subject to the finally signed guarantee contract.
The board of supervisors of the company believes that the expected matters of the holding subsidiary's application for credit line and relevant guarantee line from the Bank of non related parties are conducive to the smooth development of the production and operation of the subsidiary; At present, the guarantee object has normal production and operation, good credit record and solvency, and the risk is controllable. The guarantee provided by the company will not have an adverse impact on the normal operation and business development of the company, and there is no damage to the interests of the company or minority shareholders. Therefore, we agree that the holding subsidiary applies for the credit line and related guarantee line from the non related party bank.
The announcement on the prediction of the holding subsidiary's application for credit line and related guarantee line from non related party banks (2022-013) was published in the securities times and cninfo (www.cn. Info. Com. CN) on February 26, 2022. 3、 Documents for future reference
1. Dymatic Chemicals Inc(002054) resolution of the 13th meeting of the seventh board of directors;
2. Dymatic Chemicals Inc(002054) resolution of the ninth meeting of the seventh board of supervisors;
3. Dymatic Chemicals Inc(002054) prior approval statement and independent opinions of independent directors on relevant matters.
It is hereby announced.
Dymatic Chemicals Inc(002054) board of supervisors February 26, 2002
