Securities code: 300676 securities abbreviation: Bgi Genomics Co.Ltd(300676) Announcement No.: 2022-005 Bgi Genomics Co.Ltd(300676)
Announcement on the resolution of the fifth meeting of the third 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
1. The fifth meeting of the third board of directors of Bgi Genomics Co.Ltd(300676) (hereinafter referred to as the company) was sent to all directors by e-mail on January 19, 2022. The Notice includes relevant materials of the meeting and lists the time, content and method of the meeting.
2. The board of directors was held in the company’s conference room on January 25, 2022 and voted by means of on-site and communication (in which Wang Hongtao, Cao ya, Duran and Wu Yuhui participated in the meeting by means of communication).
3. There are 9 directors who should vote in this board meeting, and 9 actually vote.
4. The board of directors was convened and presided over by Chairman Wang Jian, and some supervisors and senior managers of the company attended the board of directors as nonvoting delegates.
5. The convening, convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the relevant provisions of the Bgi Genomics Co.Ltd(300676) articles of Association (hereinafter referred to as the articles of association). 2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the prediction of daily connected transactions in 2022
In accordance with relevant laws and regulations, the articles of association, management system of connected transactions and other relevant provisions, the company analyzed the actual implementation of the daily connected transactions in 2021, and reasonably predicted the daily connected transactions in 2022 in combination with the actual needs of the company’s operation. After review, the directors attending the meeting agreed that the total amount of daily connected transactions between the company and related parties in 2022 is expected to be no more than RMB 1336770000 (the following RMB 10000 refers to RMB 10000). The main contents of connected transactions include purchasing goods and services, selling goods, providing services, renting equipment, renting houses and equipment, collection and payment by related parties, etc.
In 2021, the amount of daily connected transactions for which the company has fulfilled the approval procedures as required was 1981.16 million yuan, and the total amount of daily connected transactions actually occurred was 1159.26 million yuan (Unaudited). Affected by market conditions, procurement arrangements, changes in operation strategies and other factors, the actual amount of the company’s daily related party transactions in 2021 did not reach 80% of the expected amount. The difference between the actual amount and the expected amount is normal business behavior and will not have a significant impact on the company’s daily operation and performance.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. The announcement on the prediction of daily connected transactions in 2022, the prior approval opinions and independent opinions issued by independent directors, and the verification opinions issued by the sponsor on this matter are published on cninfo.com on the same day（ http://www.cn.info.co m. C n) relevant announcements.
Voting results: 3 in favor, 0 against and 0 abstention.
Related directors Wang Jian, Yin ye, Zhao Lijian, Du Yutao, Wang Hongqi and Wang Hongtao have avoided voting on this proposal.
In view of the fact that the second meeting of the third board of directors held on August 25, 2021 has considered and approved to increase the daily amount of connected transactions with related parties in 2021 by 273.99 million yuan, in accordance with the principle of cumulative calculation of connected transactions within 12 consecutive months stipulated in the rules for listing shares on the gem of Shenzhen Stock Exchange, After the daily related party transactions in 2022 are considered and approved by the board of directors of the company, they need to be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on donation and related party transactions to Shenzhen mammoth Public Welfare Foundation
In order to fulfill social responsibilities and give back to the society, the directors attending the meeting agreed that the company donated 20 million yuan to Shenzhen mammoth public welfare foundation, including 18.5 million yuan with its own funds and 1.5 million yuan with physical assets. This donation is mainly used to promote the scientific research and clinical application of gene testing technology in the prevention of birth defects, tumor prevention and control, infection prevention and control, and the fight against covid-19 epidemic; Improve the research level of life sciences; Promote the development of social science popularization and public welfare undertakings.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter. The announcement on donation and related party transactions to Shenzhen mammoth public welfare foundation, the prior approval opinions and independent opinions issued by independent directors, and the verification opinions issued by the sponsor on this matter are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 7 in favor, 0 against and 0 abstention.
Related directors Wang Jian and Yin ye have avoided voting on this proposal.
3. The proposal on using temporarily idle self owned funds for cash management was deliberated and adopted
In order to improve the use efficiency of temporarily idle self owned funds, under the condition of ensuring the capital demand of daily operation and effectively controlling investment risks, the directors attending the meeting agreed that the company and its subsidiaries within the scope of consolidated statements planned to use temporarily idle self owned funds with an amount of no more than RMB 5 billion (or equivalent foreign currency) for cash management in 2022 to purchase banks, securities companies Trust companies, fund management companies and other financial institutions issue structured deposits or financial products with high security, good liquidity, low and medium risk and stability. The above amount can be recycled and used within the validity period of one year from the date of deliberation and approval by the general meeting of shareholders.
The independent directors of the company expressed their independent opinions on the matter. For details of the announcement on the use of temporarily idle self owned funds for cash management, the independent opinions issued by independent directors and the verification opinions issued by the sponsor on this matter, please refer to the announcement published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on using temporarily idle raised funds for cash management was deliberated and adopted
In order to improve the use efficiency and income of raised funds and make rational use of idle raised funds, without affecting the normal development of the company’s main business, the construction and implementation of investment projects with raised funds and ensuring the safety of raised funds, The directors attending the meeting agreed that the company and its subsidiaries within the scope of consolidated statements would use the temporarily idle raised funds with a limit of no more than RMB 1 billion for cash management in 2022 to purchase bank financial products with high safety, good liquidity, low risk and robustness, including but not limited to agreement deposits, call deposits, structured deposits, robust bank financial products, etc. The limit can be recycled and used within the validity period of one year from the date of deliberation and approval by the general meeting of shareholders.
The independent directors of the company expressed their independent opinions on the matter. The announcement on the use of temporarily idle raised funds for cash management, the independent opinions issued by independent directors and the verification opinions issued by the sponsor on this matter are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. Deliberated and adopted the proposal on carrying out foreign exchange derivatives trading business
With the further deepening of global business layout and the strong development of overseas business in 2021, the foreign exchange assets and foreign exchange liabilities held by the company and its subsidiaries within the scope of consolidated statements increased. In order to effectively avoid foreign exchange market risks and prevent the adverse impact of large exchange rate fluctuations on the company, the directors attending the meeting agreed that the company and its subsidiaries within the scope of consolidated statements would continue to carry out foreign exchange derivatives trading business within the limit of no more than RMB 2.5 billion (or equivalent foreign currency) in 2022. The above limit would be effective within 12 months after the approval of the board of directors and could be used circularly. The feasibility analysis report on carrying out foreign exchange derivatives trading business prepared by the company, as an annex to the proposal, has been reviewed and approved by the board of directors together with this proposal. It is reasonable and feasible for the company to continue to carry out derivatives trading. The independent directors of the company expressed their independent opinions on the matter. The announcement on carrying out foreign exchange derivatives trading business, the feasibility analysis report on carrying out foreign exchange derivatives trading business, the independent opinions issued by independent directors and the verification opinions issued by the sponsor on this matter are published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant announcements.
Voting results: 9 in favor, 0 against and 0 abstention.
6. The proposal on adjusting the scheme of repurchasing the company’s shares by centralized bidding in 2021 was deliberated and adopted
According to the actual situation of the market and the company, combined with the confidence of the company’s future development prospects and the incentive needs of the company’s employees, the directors attending the meeting agreed to adjust the plan of repurchasing the company’s shares by centralized bidding in 2021, which was deliberated and adopted at the third meeting of the third board of directors of the company. The adjustment of the share repurchase plan mainly includes: the total repurchase fund is adjusted from not less than 130 million yuan (inclusive) and not more than 260 million yuan (inclusive) to not less than 260 million yuan (inclusive) and not more than 520 million yuan (inclusive); The upper limit of share repurchase price shall not exceed RMB 130 / share, and the number of shares repurchased shall be adjusted accordingly according to the upper limit of the repurchase price; At the same time, the relevant statements of the share repurchase scheme shall be adjusted according to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase. In addition to the above adjustments, other contents of the company’s share repurchase plan in 2021 have not changed. The independent directors of the company expressed their independent opinions on the matter. The announcement on adjusting the share repurchase plan of the company in 2021 through centralized bidding and the independent opinions issued by independent directors were published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
Voting results: 9 in favor, 0 against and 0 abstention.
7. The proposal on convening the first extraordinary general meeting of shareholders in 2022 was deliberated and adopted
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2022 by combining on-site voting and online voting on February 11, 2022. See details published on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022.
Voting results: 9 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the fifth meeting of the third board of directors;
2. Prior approval opinions of independent directors on matters related to the fifth meeting of the third board of directors;
3. Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors.
It is hereby announced.
Bgi Genomics Co.Ltd(300676) board of directors January 26, 2022
