Securities code: 002054 securities abbreviation: Dymatic Chemicals Inc(002054) Announcement No.: 2022-009 Dymatic Chemicals Inc(002054)
About using idle self owned funds to the related party Shunde rural commercial bank in 2022
Announcement of cash management
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 of Shunde rural commercial bank with idle self owned funds in 2022 at the 13th meeting of the seventh board of directors held on Friday, February 25, 2022. The proposal was adopted by 8 votes in favor, 0 votes against and 0 abstentions, Mr. Huang Guanxiong, a related director, abstained from voting.
The company and its holding subsidiaries intend to use idle self owned funds of no more than RMB 200 million to purchase principal guaranteed cash management products with high safety, good liquidity and a term of less than 12 months from the related party Guangdong Shunde Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Shunde rural commercial bank"), and the amount of RMB 200 million can be used on a rolling basis, It is estimated that the cumulative purchase amount for rolling use will not exceed RMB 400 million, and the implementation period will be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders. This transaction is a connected transaction, which must be approved by the general meeting of shareholders, and the connected shareholders will avoid voting. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments. 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 related party transactions
The company and its holding subsidiaries intend to purchase principal guaranteed cash management products with high security, 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; 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, and the authorization period is valid within 12 months from the date of deliberation and approval by the general meeting of shareholders.
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.
Up to now, the total share capital of Shunde rural commercial bank is 508200427 shares, the legal representative is Yao Zhenyong, and 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 year after year
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
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.
(IV) according to the inquiry of the national enterprise credit information publicity system, up to now, Shunde rural commercial bank is not a person subject to dishonesty. 3、 Overview of cash management with its own funds to the related party Shunde Rural Commercial Bank
1. Investment purpose: in order to improve the use efficiency and income of the company's funds, without affecting the normal operation of the company and its holding subsidiaries, use idle self owned funds to purchase principal guaranteed cash management products of Shunde rural commercial bank, 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: Shunde Rural Commercial Bank
4. Investment quota: according to the idle self owned funds of the company, the total quota to be used for purchasing principal guaranteed cash management products of Shunde rural commercial bank shall not exceed RMB 200 million. This quota includes the amount of reinvestment of financial management income, that is, the subscription amount at any time shall not exceed RMB 200 million. Within the above quota, the funds can be used on a rolling basis, It is estimated that the cumulative total amount will not exceed 400 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 type: the object of the company's subscription with idle self owned funds is the issuer, which is the principal guaranteed cash management products (including RMB structured deposits, asset management plans and other fixed income products) with high security, good liquidity and a term of less than 12 months issued by Shunde rural commercial bank.
6. Source of funds: under the condition of ensuring the funds required for the normal operation and development of the company and its subordinate 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 party relationship: the transactions between the company and its holding subsidiaries and Shunde rural commercial bank belong to related party transactions.
9. Approval procedures to be performed: in accordance with the articles of association and the relevant provisions of the guidelines for self discipline 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 its own funds to the related party shundenong commercial bank was deliberated and adopted at the 13th meeting of the seventh board of directors of the company, If it needs to be submitted to the general meeting of shareholders for deliberation, Mr. Huang Guanxiong, a related shareholder, shall withdraw from voting.
4、 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.
5、 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, good liquidity and low risk. 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 cash management products and the progress of the project. If the assessment finds 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.
6、 Impact on the company
The company adheres to the principle of "standardized operation, risk prevention, prudent investment and income improvement". On the premise of ensuring the daily operation, development capital demand and capital safety of the company and its holding subsidiaries, the company moderately purchases principal guaranteed cash management products with high safety, good liquidity and a period of less than 12 months with idle self owned funds, It will not affect the normal development of the company's main business.
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 uses idle self owned funds for cash management, which is conducive to improving the company's income and capital use efficiency, and seeking more return on investment for the company's shareholders. The transaction price is based on the fair market price and follows the principles of openness, fairness and impartiality, which will not damage the interests of the company and its shareholders, especially small and medium-sized 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.
7、 Accumulated amount of various related party transactions with Shunde rural commercial bank from the beginning of 2022 to the disclosure date
1. From January 1, 2022 to the disclosure date, the continuous related party transactions between the company and its subsidiaries and Shunde rural commercial bank amounted to 387100 yuan (Unaudited).
Related party transaction category: amount incurred by related parties from the beginning of 2022 to the disclosure date
Amount (10000 yuan)
Interest income from savings business and cash Guangdong Shunde Rural Commercial Bank
Income from management (mainly from the purchase of Principal Guaranteed Bank Co., Ltd.)
Bank structured financial products)
Interest expense arising from loan business 38.31
The handling fee expense incurred from other businesses is 0.40
Total - 38.71
2. From January 1, 2022 to the disclosure date, the company and its holding subsidiaries purchased principal guaranteed financial products from Shunde rural commercial bank
The cumulative amount of the product is 0 million yuan and the interest income is 0 million yuan.
8、 Purchase of bank cash management 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 2021-04-16 202
