Securities code: 002054 securities abbreviation: Dymatic Chemicals Inc(002054) Announcement No.: 2022-004 Dymatic Chemicals Inc(002054)
Announcement of resolutions of the 13th meeting of the seventh board of directors
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、 Meetings of the board of directors
The notice of the 13th meeting of the seventh board of directors 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 directors. There are 9 directors who should participate in the voting and 9 directors 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 after appropriate notification procedures. It is legal and effective. On the premise that all directors present at the meeting fully expressed their opinions, they voted by means of communication and considered all the proposals of the board of directors one by one.
2、 Deliberations of the board meeting
(I) the meeting considered and adopted the proposal on the expected continuous connected transaction with the related party Shunde rural commercial bank in 2022 by [8] votes in favor, [0] votes against and [0] abstentions, and Mr. Huang Guanxiong, the related director, avoided the vote. The company and its holding subsidiaries have opened bank accounts in Guangdong Shunde Rural Commercial Bank Co., Ltd. (hereinafter referred to as “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.
Mr. Huang Guanxiong, the chairman of the company, is the current non-executive director of Shunde rural commercial bank and belongs to the situation specified in Item (II) of article 6.3.8 of the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”). Mr. Huang Guanxiong is the affiliated director of this proposal, and the affiliated director Mr. Huang Guanxiong avoids voting.
1. The board of Directors believes that the company and its holding subsidiaries carry out deposit and loan business with Shunde rural commercial bank at a fair market price, follow the principles of openness, fairness and impartiality, and 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. There is no situation that damages the interests of the company and shareholders, has no negative impact on the current and future financial status and operating results of the company, will not affect the independence of the company, and will not form dependence on related parties due to such transactions.
2. Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, the independent directors of the company, made prior recognition of the company’s expected continuous related party transactions with the related party Shunde rural commercial bank in 2022: we believe that the matters involving related party transactions meet the actual needs of the company, follow the principles of fair and just market, and do not damage the interests of minority shareholders. We agree to submit the proposal on the expected continuous connected transaction with the related party Shunde rural commercial bank in 2022 to the 13th meeting of the seventh board of directors of the company for deliberation.
The independent opinions are as follows: according to the requirements of 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, the articles of association and the company’s decision-making system for related party transactions, the voting procedures of the above related party transactions are legal, and the related director Mr. Huang Guanxiong avoids voting, The above transactions are fair, impartial and open, which is conducive to the development of the company’s relevant main business. The transaction prices are determined with reference to the market price, which has no impact on the business independence of the listed company and no behavior and situation infringing on the interests of minority shareholders, which is in line with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. It is agreed that the continuous connected transactions between the company and Shunde rural commercial bank in 2022 will not exceed 4.05 million yuan in 2022.
3. The sponsor believes that the expected continuous related party transactions between the company and the related party Shunde rural commercial bank in 2022 are based on the actual needs of the company’s normal business, and the pricing of related party transactions is determined through negotiation in accordance with the market-oriented principle, without any behavior damaging the interests of the company and shareholders. The above-mentioned related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have expressed their independent opinions with explicit consent, and fulfilled the necessary approval procedures, It complies with the relevant laws and regulations such as the 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, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, as well as the provisions of the articles of association and the decision-making system for connected transactions. The recommendation institution has no objection to the company’s estimated daily related party transactions in 2022.
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 (www.cn. Info. Com. CN.) on February 26, 2022; The prior approval statement and independent opinions of independent directors on relevant matters and the verification opinions of Huaxi Securities Co.Ltd(002926) on the expected continuous connected transaction with the related party Shunde rural commercial bank in 2022 were published on cninfo.com.cn on February 26, 2022.
(II) the meeting considered and adopted the proposal on related party transactions applying for credit line from the related party Shunde rural commercial bank in 2022 with [8] affirmative votes, [0] negative votes and [0] abstention votes. Mr. Huang Guanxiong, the related director, avoided voting and agreed to submit it to the general meeting of shareholders of the company for deliberation.
Mr. Huang Guanxiong, the chairman of the company, is the current non-executive director of Shunde rural commercial bank, which belongs to the situation specified in Item (II) of article 6.3.8 of the stock listing rules. Mr. Huang Guanxiong is the affiliated director of the proposal, and Mr. Huang Guanxiong avoids voting.
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 directors agrees to request the general meeting of shareholders of the company to authorize the chairman of the company to fully handle the specific matters related to the credit extension, including but not limited to signing the relevant legal documents under all financing items related to the credit extension 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; The board of directors agrees to request 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 matters involved in the above loan. The authorization period is valid within 12 months from the date of deliberation and approval of this general meeting of shareholders.
1. The board of directors of the company believes that the financial risk of the company’s application for comprehensive credit line from the related party Shunde rural commercial bank is within the company’s control, and complies with the relevant laws and regulations of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) and the provisions of the articles of association.
The company’s application for comprehensive credit line will help to ensure the sustainable and steady development of the company. Therefore, it is agreed that the company applies to Shunde rural commercial bank for connected transactions of comprehensive credit line.
2. Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, the independent directors of the company, made prior approval on the related party transactions of the company’s application for credit line from the related party Shunde rural commercial bank in 2022: the related party transactions comply with the company law, the securities law, other relevant laws, regulations, rules and normative documents and the relevant provisions of the articles of association. Related party transactions are reasonable and conform to the principles of fairness and impartiality, and there is no damage to the interests of the company and minority shareholders. We agree to submit the proposal on related party transactions applying for credit line from the related party Shunde rural commercial bank in 2022 to the 13th meeting of the seventh board of directors of the company for deliberation.
The independent opinions are as follows: 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. The voting procedures of the above related party transactions are legal, and the related director Mr. Huang Guanxiong avoids voting. The above transactions are fair, fair and open, which is conducive to the development of the company’s relevant main business. The transaction prices are determined with reference to the market price, which has no impact on the business independence of the listed company and no behavior and situation infringing on the interests of minority shareholders, Comply with the relevant provisions of the CSRC and the Shenzhen Stock Exchange. It is agreed that the company will apply to Shunde rural commercial bank for a total credit line of 350 million yuan in 2022, and the authorization period will be effective within 12 months from the date of deliberation and approval by the general meeting of shareholders.
3. The sponsor believes that the related party transactions of the company applying for credit line from the related party Shunde rural commercial bank in 2022 are based on the actual needs of the company’s normal business, and the pricing of related party transactions is determined through negotiation in accordance with the market-oriented principle, without any behavior damaging the interests of the company and shareholders. The above related party transactions have been deliberated and approved by the board of directors of the company, the related directors have avoided voting, the independent directors have expressed their independent opinions with explicit consent, which need to be submitted to the general meeting of shareholders for deliberation, and the necessary approval procedures have been performed, Comply with the relevant laws and regulations such as the 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 provisions of the articles of association. The recommendation institution has no objection to the related party transactions in which the company applied for the credit line from the related party Shunde rural commercial bank in 2022.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
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; Prior approval instructions and independent opinions of independent directors on relevant matters and Huaxi Securities Co.Ltd(002926) verification opinions on connected transactions applying for credit line from related party Shunde rural commercial bank in 2022 were published on cninfo.com.cn on February 26, 2022.
(III) the proposal on the application of the company and its subsidiaries for comprehensive credit line from non affiliated banks in 2022 was considered and adopted by the meeting with [9] affirmative votes, [0] negative votes and [0] abstention votes, and agreed to be submitted to the general meeting of shareholders of the company for deliberation. As the bank credit line is about to expire, in order to improve financing efficiency, the company and its subsidiaries plan to apply for a comprehensive credit line with a total amount of no more than 1870 million yuan from non related party banks in 2022.
The board of directors of the company believes that according to the operation and management, financial status, investment and financing status and solvency of the company and its subsidiaries, the financial risk of the company and its subsidiaries applying for comprehensive credit from non affiliated banks is within the controllable range, which is in line with the relevant systems of China Securities Regulatory Commission and Shenzhen Stock Exchange and the provisions of the articles of association. The company and its subsidiaries apply for comprehensive credit, which helps to meet the capital needs for production and operation and project construction, and helps to ensure the sustainable and steady development of the company and its subsidiaries.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The announcement on the company and its subsidiaries applying for comprehensive credit line from non related party banks in 2022 (2022-008) was published in the securities times and cninfo.com (www.cn. Info. Com. CN) on February 26, 2022.
(IV) the proposal on cash management of Shunde rural commercial bank with idle self owned funds in 2022 was considered and adopted by the meeting with [8] affirmative votes, [0] negative votes and [0] abstention votes. Mr. Huang Guanxiong, a related director, avoided voting and agreed to submit it to the general meeting of shareholders of the company 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 directors requests the general meeting of shareholders of the company to authorize the chairman of the board of directors to handle specific matters related to the investment.
Mr. Huang Guanxiong, the chairman of the company, is the current non-executive director of Shunde rural commercial bank, which belongs to the situation specified in Item (II) of article 6.3.8 of the stock listing rules. Mr. Huang Guanxiong is the affiliated director of the proposal, and Mr. Huang Guanxiong avoids voting.
1. The board of directors of the company believes that 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 term of less than 12 months with idle own 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.
2. Mr. Guo Xin, Ms. Ding Haifang and Mr. Zhang Junliang, the independent directors of the company, made the following prior approval opinions on the cash management of Shunde Nong commercial bank with idle self owned funds in 2022: This connected transaction complies with the company law, securities law and other relevant laws and regulations Regulations, normative documents and relevant provisions of the articles of association. Related party transactions are reasonable and conform to the principles of fairness and impartiality, and there is no damage to the interests of the company and minority shareholders. We agree to submit the proposal on cash management with idle self owned funds to the related party Shunde rural commercial bank in 2022 to the 13th meeting of the seventh board of directors of the company for deliberation.
Express independence
