Huaxi Securities Co.Ltd(002926)
About Dymatic Chemicals Inc(002054)
Verification opinions on related party transactions applying for credit line from Shunde rural commercial bank in 2022
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 stock 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, and the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the related party transactions applying for credit line from Shunde rural commercial bank in Dymatic Chemicals Inc(002054) 2022 were verified, The details are as follows:
1、 Overview of related party transactions
In order to ensure the demand for funds for the company’s production, operation and project construction, the company plans to apply to Guangdong Shunde Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Shunde rural commercial bank”) for a comprehensive credit line with a total amount of 350 million yuan, 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
Guangdong Shunde Rural Commercial Bank Co., Ltd., formerly known as Shunde rural credit cooperative, was established in Shunde, Guangdong 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.
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 in recent year and phase I:
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
Financial indicators 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. According to the inquiry of the national enterprise credit information publicity system, up to now, Shunde rural commercial bank is not the person subject to dishonesty and has good performance ability.
3、 Main contents of related party transactions
(I) main contents 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 shall be effective within 12 months from the date of deliberation and approval at the general meeting of shareholders.
(II) pricing basis of related party transactions
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.
4、 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.
(I) basic information of the guarantor
Company name registered business registered capital legal representative (10000 yuan)
Technological development of high-tech products; from
Business risks and investment in high-tech industries;
Direct investment or participation in business incubators
Construction; Acting for other venture capital enterprises
And other institutions or individuals
Service; Investment consulting services, enterprise management
consulting service; Participate in the establishment of venture capital
Guangdong Deyun venture capital Guangdong Foshan enterprise and venture capital management consulting machine 10500 Cai Jingxia
Limited liability company; Operate the self-produced products and technologies of the enterprise
Export business of technology; Operating the enterprise section
Raw and auxiliary materials and instruments required for research and production
Table, electromechanical equipment, spare parts and technology
Import business; Cluster enterprise residence trust
Tube. (projects subject to approval according to law shall be approved by
The operation can be carried out only after the approval of relevant departments
Activities)
(II) basic information of the guaranteed
Registered capital legal company name registered business representative (10000 yuan)
Development, production and sales: textile, printing and dyeing, papermaking additives
Guangdong Demei printing auxiliaries, coatings, polyurethane coating agents. Operating the enterprise
The export business of Guangdong Foshan self-produced products and technologies of fine chemicals; Operate 48211.5452 yuan of raw and auxiliary materials, instruments and meters, mechanical equipment and spare parts required for the production of Huangguan Group Co., Ltd
Ltd. import business of parts and technology, wholesale and retail trade, investment
Industry, real estate development and operation; Self owned houses, leases and properties
Administration.
(III) 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 2753635633.64
Total liabilities 853413992.66 993681534.60
Net assets 2010814223.41 1759954099.04
Main financial indicators January September 2021 (Unaudited) 2020 (audited)
Operating income 479005480.24 517221995.08
Total profit -164424932.53 35674760.01
Net profit -107994649.85 57598932.42
(IV) guarantee method
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. Deyun venture capital provides guarantee for Dymatic Chemicals Inc(002054) applying for credit line from the related party Shunde rural commercial bank in the form of joint and several liability guarantee.
5、 Accumulated guarantee quantity and overdue guarantee quantity of the company
Up to now, the total guarantee amount of listed companies and their holding subsidiaries is 2530747600 yuan; The total balance of external guarantees of the company and its holding subsidiaries was 1469173000 yuan, accounting for 75.68% of the audited net assets attributable to the shareholders of the listed company on December 31, 2020; The total balance of guarantees provided by the company and its holding subsidiaries to entities outside the consolidated statements is RMB 9.8 million, accounting for 0.50% of the audited net assets attributable to shareholders of listed companies on December 31, 2020; Up to now, the company has no overdue guarantee, and there is no guarantee amount involved in litigation and the amount of loss due to the judgment of losing the guarantee.
6、 Transaction purpose and impact on the company
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
