Securities code: 002054 securities abbreviation: Dymatic Chemicals Inc(002054) Announcement No.: 2022-012
Announcement on carrying out bill pool business
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.
Dymatic Chemicals Inc(002054) (hereinafter referred to as “the company”) held the 13th meeting of the seventh board of directors on Friday, February 25, 2022, deliberated and adopted the proposal on developing bill pool business, in order to coordinate the company’s bill assets, improve the company’s fund use efficiency and optimize the financial structure, The company plans to carry out bill pooling 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. This proposal is within the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. The relevant contents are hereby announced as follows:
1、 Overview of bill pool business
1. Business Overview
Bill pool business refers to the comprehensive bill management service provided by agreement banks to enterprises, which integrates bill trust and collection, bill pledge pool financing, bill discount, Bill agent query, business statistics and other functions to meet the needs of enterprise customers for unified management and overall use of commercial bills held by them.
2. Cooperative bank
According to the actual situation and specific cooperation conditions, the company selects an appropriate non related party commercial bank as the Cooperative Bank of bill pool business. The board of directors agrees to authorize the chairman of the company to finally determine the specific bank according to the comprehensive factors such as the cooperative relationship between the company and commercial banks and the bill pool business service ability of commercial banks.
3. Term of validity
The development period of the above-mentioned bill pool business shall not exceed one year from the date of deliberation and approval by the board of directors of the company.
4. Implementation quota
The company plans to use the bill pool limit of no more than RMB 100 million, that is, the cumulative amount of pledged and mortgaged bills used to carry out bill pool business with all cooperative banks shall not exceed RMB 100 million. During the business term, the limit can be used circularly and continuously.
5. Guarantee mode
Under the premise of controllable risk, the company can guarantee the establishment and use of bill pool by maximum amount pledge, general pledge, bill pledge, guarantee deposit pledge and other reasonable methods, and the guarantee amount shall not exceed RMB 100 million.
2、 Purpose of bill pool business
With the expansion of the company’s business scale, the company needs to frequently collect and issue bank acceptance bills or commercial acceptance bills for settlement in the daily business process. The company’s bill pool business is conducive to:
1. By carrying out the bill pool business, the company deposits the received bills into the cooperative bank for centralized management, and the bank handles custody, collection and other businesses on behalf of the bank, which can reduce the cost of the company’s management of all kinds of valuable bills;
2. The company can use the bill pool to pledge part of the outstanding stock bills, and issue bills not exceeding the pledge amount to pay the payment for goods from suppliers and other daily operations, which is conducive to reducing the occupation of monetary funds, improving the use efficiency of current assets and maximizing the interests of the company and shareholders;
3. Carrying out bill pool business can comprehensively manage the company’s bill assets, which is conducive to the information management of bills; At the same time, it is conducive to optimizing the financial structure and improving the efficiency of fund use.
3、 Risk and risk control of bill pool business
1. Liquidity risk
To carry out the bill pool business, the company needs to open a special margin account for the pledge financing business of the bill pool in the cooperative bank as the entry account for the due collection of the pledged bills under the bill pool. If the due dates of notes receivable and notes payable are inconsistent, the collected funds will enter the margin account where the company applies to the cooperative bank for issuing commercial bills, which will have a certain impact on the liquidity of the company’s funds.
Risk control measures: the company can eliminate this impact by replacing the margin with newly received notes, and the capital liquidity risk is controllable.
2. Business model risk
The company uses the bills entering the bill pool as a pledge and applies to the cooperative bank for issuing commercial bills to pay the supplier’s payment for goods and other operating funds. With the maturity of the pledged bills, the company handles the collection and settlement. If the bills cannot be collected normally when they are due, the amount of the pledged bills is insufficient, resulting in the cooperative bank requiring the company to provide additional guarantee.
Risk control measures: after the company and the cooperative bank carry out the bill pool business, the company will arrange special personnel to connect with the cooperative bank, establish the bill pool account, track and manage, timely understand the collection and settlement of expired bills and arrange the company’s newly received bills into the pool, so as to ensure the safety and liquidity of the bills into the pool.
4、 Decision making procedure and organization implementation
1. The company held the 13th meeting of the 7th board of directors on February 25, 2022, and deliberated and adopted the proposal on developing bill pool business, which was adopted with 9 affirmative votes, 0 negative votes and 0 abstention.
2. Within the limit, the board of directors of the company agrees to authorize the chairman of the board or the authorized person designated by him to exercise the decision-making power of specific operations and sign relevant contract documents, including but not limited to selecting qualified commercial banks, determining the specific limit, collateral, guarantee form and amount of bill pool that the company can use, etc.
3. The board of directors of the company agrees that the financial settlement department of the company shall be responsible for organizing and implementing the bill pool business. The Department of finance will make timely judgment on the adverse factors of the company and take corresponding measures to the board of directors, if any, to track and control the progress of the company’s business, and the Department of finance will make timely judgment on the adverse factors and take corresponding measures to the board of directors;
4. The board of supervisors and independent directors of the company have the right to supervise and inspect the specific conditions of the company’s asset pool business.
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;
5、 Opinions of independent directors
The independent directors of the company, Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, express their independent opinions on the company’s bill pool business as follows:
At present, the company’s operation is in good condition. The company carries out bill pool business, which can comprehensively manage the company’s notes receivable and notes payable to be issued, optimize the financial structure and improve the utilization rate of funds. There is no situation that damages the interests of the company’s shareholders, especially small and medium-sized shareholders; The deliberation and voting procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. We agree to carry out the bill pool business. The independent opinions of independent directors on relevant matters was published on cninfo.com.cn on February 26, 2022. 6、 Review 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 developing bill pool business, which was adopted with 3 affirmative votes, 0 negative votes and 0 abstention votes.
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 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、 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.
It is hereby announced.
Dymatic Chemicals Inc(002054) board of directors February 26, 2002
