Securities code: 300676 securities abbreviation: Bgi Genomics Co.Ltd(300676) Announcement No.: 2022-008
Announcement on donation and related party transactions to Shenzhen mammoth Public Welfare Foundation
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、 Overview of related party transactions
(I) in order to fulfill its social responsibilities and give back to the society, Bgi Genomics Co.Ltd(300676) (hereinafter referred to as the company or Bgi Genomics Co.Ltd(300676) ) plans to donate 20 million yuan (hereinafter referred to as the mammoth 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.
(II) mammoth foundation is a non-public fund initiated with the participation of Shenzhen Bgi Genomics Co.Ltd(300676) Technology Co., Ltd. (hereinafter referred to as Huada Holdings), the controlling shareholder of the company. Mr. Liu Siqi, chairman of the board of supervisors of the company, serves as the legal representative of mammoth foundation, and two directors of Huada holdings serve as directors of mammoth foundation, According to the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, the company’s donation to mammoth foundation constitutes a connected transaction.
(III) the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on January 25, 2022, and deliberated and adopted the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation. The independent directors of the company expressed their prior approval opinions and agreed independent opinions on the donation of the company to mammoth foundation. Wang Jian and Yin ye, affiliated directors of the company, have avoided voting on this proposal, and Liu Siqi, affiliated supervisor, has avoided voting on this proposal.
(IV) in accordance with the Shenzhen Stock Exchange GEM Listing Rules and other relevant regulations and the company’s external donation management system, and on the principle of cumulative calculation for 12 consecutive months, the company’s donation of 20 million yuan in cash and in kind to mammoth foundation falls within the scope of the deliberation authority of the company’s board of directors, which will be implemented after being deliberated and approved by the company’s board of directors, It is not necessary to submit it to the general meeting of shareholders for deliberation. 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. 2、 Basic information of related parties and donees
(I) basic information of related parties and grantees
Name of foundation: Shenzhen mammoth Public Welfare Foundation
Nature of foundation: Non-public Foundation (charitable organization)
Date of establishment: August 13, 2019
Original fund amount: RMB 10 million
Legal representative: Liu Siqi
Unified social credit Code: 53440300mjl197939q
Address: 8th floor, building 11, Beishan Industrial Zone, 146 Beishan Road, Yantian District, Shenzhen
Business scope: 1 Provide subsidies for poor and vulnerable groups to seek medical treatment for serious diseases; Provide medical assistance to patients in poor areas. 2. Support the prevention and treatment research, academic exchange and cooperation, literature publication, knowledge popularization and dissemination of high-risk diseases in the field of life science.
Registration authority: Shenzhen Civil Affairs Bureau
(II) historical evolution, main business development and main financial data of related parties and grantees
Shenzhen mammoth foundation is a non-public Foundation jointly sponsored by Huada holdings, Vanke public welfare foundation and Shenzhen Songhe Venture Capital Co., Ltd. It was registered and established in Shenzhen Civil Affairs Bureau in August 2019. It is a public welfare foundation aimed at promoting gene technology to benefit people’s livelihood. Mammoth foundation takes the mission of “walking for the good and making Gene Technology Hui and everyone” as its mission, advocates and develops gene technology with people’s livelihood as its foundation, equality and benefits, convenience and accessibility as its principle, and takes medical aid and popular science education as its main business.
In 2020, the total income of mammoth foundation was 59.98 million yuan, of which the donation income was 59.41 million yuan. The total expenditure was 33 million yuan, including 31.96 million yuan for public welfare and charity activities related to the fight against covid-19 epidemic and tumor prevention and control projects. As of December 31, 2020, the balance fund (net assets) of mammoth foundation was 37.77 million yuan. The financial data of 2020 have been audited by the audit report on the 2020 financial statements of Shenzhen mammoth public welfare foundation issued by Shenzhen Haipeng Certified Public Accountants (general partnership) [Haipeng Nian Shen Zi (2021) No. 028].
In 2021, the total income of mammoth foundation was 38.95 million yuan, of which 36.98 million yuan was donated. The total expenditure was 41.01 million yuan, including 38.81 million yuan for public welfare and charity activities related to the fight against covid-19 epidemic and tumor prevention and control projects. As of December 31, 2021, the balance fund (net assets) of mammoth foundation was 35.71 million yuan. This financial data is unaudited.
(III) related relationship and related description
The original fund amount of mammoth foundation is 40% invested by China University holdings. Mr. Liu Siqi, chairman of the board of supervisors of the company, serves as the legal representative of mammoth foundation, and two directors of China University holdings serve as directors of mammoth foundation. Therefore, mammoth foundation meets the related relationship conditions specified in article 7.2.3 (III) and (V) of the GEM Listing Rules of Shenzhen Stock Exchange.
Mammoth foundation is not included in the list of dishonest Executees of national courts.
3、 Main contents of related party transactions
The company donated a total of 20 million yuan in cash and in kind assets to mammoth foundation. The specific contents of the donation are as follows:
(I) the company plans to donate 18.5 million yuan to mammoth foundation with its own funds, which is mainly used to promote the scientific research, clinical application and social science popularization public welfare 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, so that precision medicine can benefit the people and contribute to the healthy China strategy. (II) the company plans to donate gene sequencer, supporting equipment and automation equipment with a value of no more than 1.5 million yuan to mammoth foundation. The main purpose is to promote the progress of life science research and the application of gene detection technology, carry out genomics science popularization education, and help the development of public health and public welfare undertakings in China.
4、 Purpose and impact of related party transactions on the company
The company donated cash and equipment to mammoth foundation to promote the scientific research and clinical application of genetic testing technology in the prevention of birth defects, tumor prevention and control, infection prevention and control, and combating covid-19 epidemic through mammoth foundation; Improve the research level of life sciences; Promote the development of social science popularization and public welfare undertakings.
The above matters are the practical measures taken by the company to actively fulfill the social responsibility of listed companies and give back to the society, which will help to improve the company’s social image and expand the company’s brand influence.
This related party transaction follows the principles of openness, fairness and impartiality, does not have a significant impact on the current and future financial status and operating results of the company, nor will it affect the independence of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
5、 Cumulative transactions
(I) the total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From January 1, 2022 to the disclosure date of this announcement, there was no related party transaction between the company and mammoth foundation.
(II) accumulated transactions with the same related party
In addition to the 20 million yuan donated by the company to the mammoth foundation reviewed by the board of directors, the amount of related party transactions between the company and the same related person in the past 12 months, that is, the cumulative amount of donations made by the company to the mammoth foundation, has been 27.63 million yuan. The related party transactions and donations have fulfilled the corresponding review procedures in accordance with the relevant provisions. The details are as follows:
The 29th meeting of the second board of directors held by the company on February 9, 2021 deliberated and approved the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation, and agreed that the company would donate 13 million yuan to mammoth foundation; At the 30th meeting of the second board of directors held on April 22, 2021, the company deliberated and approved the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation, and agreed to donate 32 million yuan to mammoth foundation.
6、 Relevant review procedures and review opinions
(I) deliberation opinions of the board of directors
The fifth meeting of the third board of directors held on January 25, 2022 deliberated and approved the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation, and agreed that the company would donate 20 million yuan to Shenzhen mammoth public welfare foundation, including 18.5 million yuan with its own funds, Donate gene sequencer and supporting equipment, automation equipment, etc. with physical assets with a value of no more than 1.5 million yuan. The 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. Related directors Wang Jian and Yin ye have avoided voting on this proposal.
(II) prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
The company’s donation to mammoth foundation aims 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 combating covid-19 epidemic; Improve the research level of life sciences; Promote the development of social science popularization and public welfare undertakings. This related party transaction does not harm the interests of the company and shareholders, especially the interests of minority shareholders. Before the proposal is submitted to the board of directors for deliberation, it has been submitted to us for review and approval.
The independent directors of the company unanimously agreed to submit the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation to the fifth meeting of the third board of directors of the company for deliberation.
2. Independent opinions expressed by independent directors
The donation of the company to mammoth foundation is an important performance of actively fulfilling the social responsibility of listed companies and giving back to the society. The donation and related party transactions do not have a significant impact on the current and future financial status and operating results of the company, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders. During the deliberation of the board of directors, the related directors avoided voting according to law, and the deliberation procedure was legal and compliant.
The independent directors of the company unanimously agreed to the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation.
(III) review opinions of the board of supervisors
The fifth meeting of the third board of supervisors held by the company on January 25, 2022 deliberated and adopted the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation. After review, the board of supervisors believes that the donation to mammoth foundation is the embodiment of listed companies actively performing their social responsibilities and giving back to the society, which is conducive to establishing a good corporate image and enhancing the influence of the company, will not have a significant impact on the current and future financial status and operating results of the company, and will not damage the interests of the company and shareholders, Especially the interests of minority shareholders. The deliberation and decision-making procedures of the related party transaction were legal and effective, and the related directors avoided voting according to law.
The board of supervisors of the company unanimously agreed to the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation. 7、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the donation and related party transaction of Bgi Genomics Co.Ltd(300676) to Shenzhen mammoth public welfare foundation has been deliberated and approved by the board of directors and the board of supervisors of the listed company, the related directors have avoided voting, the independent directors have expressed their prior approval opinions and independent opinions on the matter, and fulfilled the necessary internal approval procedures, It complies with the requirements of relevant laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, etc. The sponsor has no objection to the donation and related party transactions to Shenzhen mammoth public welfare foundation.
8、 Documents for future reference
(I) resolution of the fifth meeting of the third board of directors;
(II) resolution of the fifth meeting of the third board of supervisors;
(III) prior approval opinions of independent directors on matters related to the fifth meeting of the third board of directors; (IV) independent opinions of independent directors on matters related to the fifth meeting of the third board of directors;
(V) Citic Securities Company Limited(600030) verification opinions on Bgi Genomics Co.Ltd(300676) donation and related party transactions to Shenzhen mammoth public welfare foundation.
It is hereby announced.
Bgi Genomics Co.Ltd(300676) board of directors January 26, 2022
