Securities code: 002054 securities abbreviation: Dymatic Chemicals Inc(002054) Announcement No.: 2022-011
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.
1、 Overview of guarantee
Dymatic Chemicals Inc(002054) (hereinafter referred to as "the company") deliberated and adopted the proposal on carrying out supply chain financing business cooperation and external guarantee with banks at the 13th meeting of the seventh board of directors held on Friday, February 25, 2022. The proposal was adopted by 9 votes in favor, 0 votes against and 0 abstentions.
In order 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, 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 guarantee amount of no more than 30 million yuan; And agree to request the general meeting of shareholders of the company to authorize the chairman of the company to handle the specific matters of cooperation with the supply chain financing business and external guarantee on behalf of the company within the guarantee limit and according to the needs of business development, including but not limited to signing all relevant legal documents on behalf of the company.
This guarantee must be submitted to the general meeting of shareholders of the company for deliberation. After the deliberation and approval of the general meeting of shareholders, the remaining guarantee amount that was deliberated and approved by the 30th meeting of the sixth board of directors held on Friday, March 5, 2021 but has not signed the guarantee contract is invalid, and the executed guarantee will not be affected.
This transaction does not constitute a connected transaction; There is no need to obtain the approval of relevant departments.
The announcement on the resolution of the 30th meeting of the sixth board of directors (2021-017) was published in the securities times and cninfo (www.cn. Info. Com. CN.) on March 9, 2021; 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. 2、 Basic information of the guaranteed
As the company provides guarantee for the supply chain financing of downstream customers, there are risks of customer repayment and overdue guarantee. Therefore, in order to strengthen risk control, the company has defined the conditions of the guaranteed, and will strictly review and carefully select them internally.
1. Guarantee object: customers not related to the company, which shall be determined by the company after joint review with cooperative banks and other financial institutions according to business conditions.
2. Customers participating in supply chain financing should mainly meet the following conditions:
(1) The customer and the actual controller have good credit and are not subject to dishonesty;
(2) Customers have relevant business qualifications and have a good record of past cooperation with the company;
(3) The client's asset liability ratio shall not exceed 70% (excluding this figure);
(4) Complete the sales tasks assigned by the company;
(5) Other conditions supplemented by the company according to management requirements.
3、 Main contents of the guarantee agreement
1. Scope of guarantee: principal, interest and default interest of principal creditor's rights.
2. Way and type of guarantee: joint and several liability guarantee.
3. Duration of guarantee: no more than 12 months from the date of deliberation and approval by the general meeting of shareholders of the company.
4. Amount of guarantee: the total amount of this guarantee shall not exceed 30 million yuan.
The company can allocate the guarantee amount of the guarantee object within the total guarantee amount according to business needs, including but not limited to dividing and adjusting the financing amount of a single customer.
5. Purpose of guaranteed financing funds: the purpose of financing under this guaranteed credit line is limited to paying the purchase price to the company. 6. Provision of counter guarantee: the company requires downstream customers or their actual controllers to provide counter guarantee to the company, including but not limited to mortgage, pledge, guarantee, joint and several liability guarantee of family members of the actual controller and other methods agreed by both parties. The specific contents shall be subject to the agreements actually signed by the company with cooperative banks and customers.
4、 Risk control measures for external guarantee
According to the guarantee management system of the downstream business, the company provides the following guarantee for customers, including the following risk reduction measures:
1. The company is responsible for reviewing and recommending the qualifications of customers included in the guarantee scope to ensure that relevant customers have good credit and good repayment ability;
2. The purpose of financing under the designated bank and the credit line is limited to paying the purchase price to the company;
3. The company requires relevant customers or their actual controllers to provide counter guarantee to the company, which shall be handled by means agreed by both parties, including but not limited to mortgage, pledge, guarantee, joint guarantee of family members of the actual controller, etc. The company will carefully judge the enforceability of the counter guarantee and the actual guarantee ability of the counter guarantee provider. After performing the guarantee responsibility for the customer, the company enjoys the right of recourse according to law within the scope of undertaking the guarantee.
5、 Accumulated external guarantees and overdue guarantees
After the guarantee amount is approved, the total guarantee amount of the listed company and its holding subsidiaries is 2530747600 yuan (including this guarantee); As of the disclosure date of this announcement, the total balance of external guarantees of the listed 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 9.8 million yuan
Mincoin, accounting for 0.50% of the audited net assets attributable to the shareholders of the listed company 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 that should be borne due to the judgment of losing the guarantee.
6、 Opinions of the board of directors
The board of directors of the company believes that: the company provides guarantee for the supply chain financing of downstream customers, which helps customers broaden financing channels and alleviate capital pressure; At the same time, it can strengthen the cooperative relationship with customers, improve the market competitiveness of the company and accelerate the return of the company's funds; The customer's supply chain financing funds can only be used to pay the company for goods and provide counter guarantee, and the risk is generally controllable. The guarantee complies with the provisions of relevant laws, regulations and the articles of association, and its decision-making procedure is legal and effective, which will not adversely affect the normal operation and business development of the company.
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 supply chain financing business cooperation and external guarantee in advance.
The independent opinions are as follows: the company provides downstream customers with guarantees with a total amount of no more than 30 million yuan, which is conducive to helping customers solve the problem of capital shortage, broaden financing channels, strengthen cooperation with customers, improve the company's market competitiveness, accelerate the return of company funds, and ensure that the financial risk to customers is within a controllable range.
The guarantee complies with the provisions of relevant laws, regulations and the articles of association. Its decision-making procedure is legal and effective, will not affect the company's sustainable operation ability, and will not damage the interests of the company and shareholders, especially small and medium-sized shareholders. It is agreed that the company will carry out supply chain financing business cooperation and external guarantee.
The independent opinions of independent directors on relevant matters was published on cninfo.com.cn on February 26, 2022.
8、 Opinions of the board of supervisors
The company held the 9th meeting of the 7th board of supervisors on February 25, 2022, deliberated and adopted the proposal on carrying out supply chain financing business cooperation and external guarantee with banks. The board of supervisors of the company believes that the supply chain financing business cooperation and external guarantee between the company and the bank is to help downstream customers broaden financing channels, alleviate capital pressure, improve the company's sales performance and accelerate the return of sales funds. It has fulfilled the necessary approval procedures and is in line 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 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.
9、 Opinions of the sponsor
After verification, the sponsor believes that the company has fulfilled the necessary procedures for the supply chain financing business cooperation and external guarantee with the bank, which has been deliberated and approved by the board of directors and the board of supervisors, and the independent directors of the company have expressed their consent. The guarantee must be submitted to the general meeting of shareholders of the company for deliberation, Comply with the provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, 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 articles of Association. In conclusion, the recommendation institution has no objection to this matter. The Huaxi Securities Co.Ltd(002926) verification opinions on Dymatic Chemicals Inc(002054) carrying out supply chain financing business cooperation and external guarantee with banks were published on cninfo.com.cn on February 26, 2022.
10、 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) independent opinions of independent directors on relevant matters;
4. Huaxi Securities Co.Ltd(002926) verification opinions on Dymatic Chemicals Inc(002054) carrying out supply chain financing business cooperation and external guarantee with banks
It is hereby announced.
Dymatic Chemicals Inc(002054) board of directors February 26, 2002
