Citic Securities Company Limited(600030)
About Bgi Genomics Co.Ltd(300676)
Verification opinions on cash management with temporarily idle raised funds
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as a sponsor of Bgi Genomics Co.Ltd(300676) (hereinafter referred to as ” Bgi Genomics Co.Ltd(300676) “, “listed company” or “company”) issuing shares to specific objects, In accordance with relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant laws and regulations, the cash management matters of Bgi Genomics Co.Ltd(300676) using temporarily idle raised funds were verified, And made the following comments:
1、 Basic information of raised funds
With the approval of China Securities Regulatory Commission on Approving the registration of Bgi Genomics Co.Ltd(300676) issuance of shares to specific objects (zjxk [2020] No. 3580), the company issued 13814325 RMB ordinary shares (A shares) to specific objects. The total amount of funds raised was 2003077125 yuan, and the issuance fee excluding tax was 26432391.37 yuan, The net amount of funds actually raised was 1976644733.63 yuan. The receipt of the above raised funds has been verified and confirmed by the capital verification report (Ernst & Young Huaming (2021) Yan Zi No. 61098952h02) issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) on January 27, 2021. The company and its subsidiaries implementing the raised investment project have deposited the above raised funds in the special account for raised funds, and signed the raised funds supervision agreement with the sponsor and the bank storing the raised funds.
2、 Use of raised funds
According to the prospectus for Bgi Genomics Co.Ltd(300676) issuance of shares to specific objects (Registration draft) and the actual availability of the raised funds, the investment projects of the raised funds and the use plan of the raised funds after deducting the issuance expenses are as follows:
Unit: RMB 10000
No. project name total investment planned to be invested in raised capital
Gold amount
I. Qingdao Bgi Genomics Co.Ltd(300676) detection reagent production and gene detection 79759.38 66849.48
No. project name total investment planned to be invested in raised capital
Gold amount
Service Items
II. Medical laboratory solution platform construction project 26740.03 23691.69
1 Shenzhen medical laboratory solution platform construction project 6018.86 5296.37
2 Shanghai Medical Laboratory solution platform construction project 6808.21 5868.54
3. Tianjin Medical Laboratory solution platform construction project 10269.10 9350.47
4 Shijiazhuang medical laboratory solution platform construction project 3643.87 3176.31
Three cloud data processing system upgrade project 57807.00 37536.00
IV. construction project of biological sample bank 13616.55 13116.55
V. supplementary working capital 59114.00 56470.75
Total 237036.96 197664.47
As the construction of the project invested by raised funds needs a certain period, according to the construction progress of the project invested by raised funds, some of the raised funds are idle in the short term at this stage. As of January 18, 2022, the total balance of the special account for raising funds by issuing shares to specific objects of the company was RMB 1147387565.30 (including interest income and undue cash management products). On the premise of not affecting the construction of investment projects with raised funds and the normal operation of the company, the company and its subsidiaries within the scope of consolidated statements will reasonably use idle raised funds for cash management to improve the use efficiency of raised funds.
3、 Basic information of cash management with temporarily idle raised funds
(I) investment purpose
In order to improve the use efficiency and income of the raised funds and make rational use of the idle raised funds, the company and its subsidiaries within the scope of the consolidated statements use the temporarily idle raised funds with an amount of no more than RMB 1 billion for cash management without affecting the normal development of the company’s main business, the construction and implementation of the investment projects of the raised funds and ensuring the safety of the raised funds, It is conducive to improving the use efficiency of the raised funds and obtaining more return on investment for the company and shareholders.
(II) investment varieties
The company and its subsidiaries within the scope of consolidated statements will strictly control risks and strictly evaluate products in accordance with relevant regulations. The varieties to be invested with idle raised funds are bank financial products with high safety, good liquidity, low risk and stability with an investment period of no more than 12 months, including but not limited to agreed deposits Notify the high-risk investments such as securities investment and derivatives investment specified in the self regulatory guidelines for listed companies No. 2 – standardized operation of companies listed on the gem.
Investment products shall not be pledged, and the special settlement account for products shall not be used for non raised funds or other purposes. If the special settlement account for products is opened or cancelled, the company will timely submit it to Shenzhen stock exchange for filing and announcement.
(III) investment quota
In combination with the implementation progress and plan of the raised investment project and the current use of the raised funds, the company and its subsidiaries within the scope of the consolidated statements plan to use the temporarily idle raised funds with an amount of no more than RMB 1 billion for cash management. Within the above approval period and authorized amount, the funds can be used circularly and continuously.
(IV) investment period
The authorization of the above idle raised funds for cash management shall be valid for one year from the date of deliberation and approval by the general meeting of shareholders of the company, and the investment period of a single financial product shall not exceed 12 months (including). (V) implementation mode
Within the validity period and scope of the quota authorization, the board of directors of the company requests the general meeting of shareholders to authorize the general manager of the company to exercise the investment decision-making power within the quota, and the financial department of the company is responsible for the specific implementation.
(VI) source of funds
The funds for cash management using the temporarily idle raised funds come from the temporarily idle raised funds of the company, which will not affect the construction of the investment projects of the company and the normal use of the raised funds.
(VII) information disclosure
The company will follow the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies In accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions, perform the obligation of information disclosure on the progress and implementation of cash management with raised funds.
4、 Review procedure
The company and its subsidiaries within the scope of consolidated statements use temporarily idle raised funds for cash management this time, which does not involve related party transactions. The transaction has been deliberated and approved at the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors. The independent directors and the recommendation institution of the company have issued independent opinions and verification opinions respectively. According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules and the principle of cumulative calculation for the same transaction category for 12 consecutive months, the use of temporary idle raised funds of no more than RMB 1 billion for cash management this time needs to be considered and approved by the general meeting of shareholders of the company.
5、 Investment risk analysis and risk control measures
(I) investment risk
1. Although the company and its subsidiaries within the scope of consolidated statements will strictly screen investment objects and financial products belong to low-risk investment varieties, the financial market is greatly affected by macro-economy, and it is not excluded that this investment will be affected by market fluctuations;
2. The company and its subsidiaries within the scope of the consolidated statements will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, so the actual income of the investment is unpredictable;
3. Operational risks of relevant staff.
(II) risk control measures
1. The company and its subsidiaries within the scope of consolidated statements will strictly abide by the principle of prudent investment, and the idle raised funds shall not be used for high-risk investments such as securities investment and derivatives investment; When using idle raised funds for cash management, the company will choose investment products with high safety, good liquidity, low risk and stability and a term of no more than 12 months, and clarify the amount, term, investment varieties, rights, obligations and legal liabilities of both parties.
2. The Finance Department of the company shall establish an account to manage the financial products, timely analyze and track the changes in the net value of the financial products, and take corresponding measures to control the investment risk in time if it is found that there are risk factors that may affect the company’s capital safety and profitability.
3. The independent directors and the board of supervisors of the company have the right to supervise and inspect the use of the above idle raised funds, and can hire professional institutions to audit when necessary.
4. The internal audit and Control Department of the company is responsible for auditing and supervising the use and custody of the raised funds. 5. The company will perform the obligation of information disclosure on the progress and implementation of the company’s cash management with raised funds in accordance with the relevant provisions of Shenzhen Stock Exchange.
6、 Impact of investment on the company
(I) the company and its subsidiaries within the scope of consolidated statements use part of the temporarily idle raised funds for cash management on the premise of ensuring that it will not affect the normal operation of the company, the normal implementation of the investment plan of the raised funds and the safety of the raised funds, and will not affect the construction of the investment projects and the normal development of the main business of the company, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders. Using part of the temporarily idle raised funds for cash management can improve the use efficiency of the company’s raised funds, obtain certain investment income and obtain more investment returns for the company and shareholders.
(II) the company will conduct corresponding accounting treatment for the cash management business of raised funds in accordance with the accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 37 – presentation of financial instruments and other relevant provisions, which will be reflected in the relevant subjects of the balance sheet and income statement.
7、 Relevant review procedures and review opinions
(I) deliberation opinions of the board of directors
The fifth meeting of the third board of directors held by the company deliberated and approved the proposal on cash management with temporarily idle raised funds, and agreed that the company and its subsidiaries within the scope of consolidated statements, without affecting the construction of investment projects with raised funds and the normal use of raised funds, Use the temporarily idle raised funds with a limit of no more than RMB 1 billion for cash management and purchase bank financial products with high safety, good liquidity, low risk and stability. The limit can be recycled and rolled within the validity period of one year from the date of deliberation and approval by the general meeting of shareholders.
(II) independent opinions expressed by independent directors
The company and its subsidiaries within the scope of consolidated statements use the temporarily idle raised funds of no more than RMB 1 billion for cash management, which is carried out on the premise of ensuring the construction of the investment projects invested by the raised funds and the normal operation of the company, which helps to improve the use efficiency of the raised funds and create investment income for the company The review procedures comply with the relevant provisions of the CSRC, such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, and the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of the company and all shareholders, especially the interests of minority shareholders. The independent directors of the company unanimously agreed to the proposal on cash management with temporarily idle raised funds and agreed to submit it to the general meeting of shareholders for deliberation.
(III) review opinions of the board of supervisors
The fifth meeting of the third session of the board of supervisors held by the company deliberated and approved the proposal on the use of temporarily idle raised funds for cash management, and agreed to use temporarily idle raised funds of no more than RMB 1 billion for cash management, which can be recycled and used within the validity period of one year from the date of deliberation and adoption by the general meeting of shareholders. After review, the board of supervisors believes that the company and its subsidiaries within the scope of consolidated statements can improve the use efficiency of raised funds and obtain certain investment income by using temporary idle raised funds of no more than RMB 1 billion for cash management without affecting the construction of investment projects with raised funds and the normal operation of the company, Obtain more return on investment for the company and shareholders. The relevant decision-making and deliberation procedures of this matter are legal and compliant, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
The board of supervisors of the company unanimously agreed to the proposal on cash management with temporarily idle raised funds and agreed to submit it to the general meeting of shareholders of the company for deliberation.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the use of temporarily idle raised funds for cash management has been approved by the board of directors and supervisors of the listed company
