Citic Securities Company Limited(600030)
About Bgi Genomics Co.Ltd(300676)
Verification opinions on carrying out foreign exchange derivatives trading business
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 guidelines for self discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, the Bgi Genomics Co.Ltd(300676) has checked the development of foreign exchange derivatives trading business, and issued the following opinions:
1、 Overview of investment in foreign exchange derivatives trading business this time
(I) investment purpose
With the further deepening of the company’s 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 company and its subsidiaries within the scope of consolidated statements plan to continue to carry out foreign exchange derivatives trading business in 2022 without affecting the development of the company’s main business.
(II) investment mode
1. Types of trading business: the types of foreign exchange derivatives trading to be carried out by the company include but are not limited to foreign exchange forward trading, foreign exchange swap trading, foreign exchange option trading, RMB foreign exchange forward trading, RMB foreign exchange currency swap, RMB foreign exchange option trading, RMB to foreign exchange option combination and other products or combinations of the above products. The basic objects of derivatives include exchange rate, interest rate, currency, commodity and other objects.
2. Counterparty: banking financial institutions
3. Liquidity arrangement: foreign exchange derivatives transactions are based on the normal domestic and foreign currency revenue and expenditure business, based on specific business operations, and the investment amount and investment period match the actual business needs, so as to reasonably arrange the use of funds.
(III) transaction limit and validity period of authorization
The company and its subsidiaries within the scope of consolidated statements intend to carry out foreign exchange derivatives trading business with a total amount of no more than RMB 2.5 billion (or equivalent foreign currency), which shall be effective within 12 months from the date of deliberation and approval by the board of directors of the company. The above amount can be recycled and used within the approval period. During the term of validity, the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business, and the balance at any time point shall not exceed RMB 2.5 billion (or equivalent foreign currency). If the duration of a single transaction exceeds the authorization period, the authorization period will be automatically extended to the termination of the transaction.
The board of directors of the company authorizes the general manager of the company to exercise the right of investment decision-making according to relevant regulations within the scope of the above authorized amount and the approval period, and the financial department of the company is responsible for the specific implementation.
(IV) source of funds
The capital of the foreign exchange derivatives transaction to be carried out by the company comes from the company’s own funds, and there is no case of using raised funds or bank credit funds to engage in this business.
(V) information disclosure
The company will disclose the company’s foreign exchange derivatives transactions in accordance with the relevant requirements of the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, and disclose the relevant progress and implementation of the foreign exchange derivatives transactions in the regular report.
2、 Review procedure
The company and its subsidiaries within the scope of consolidated statements do not involve related party transactions in the proposed foreign exchange derivatives business. In accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, articles of association, foreign investment management system, foreign exchange derivatives trading business management system and other relevant provisions, The proposed foreign exchange derivatives trading business is within the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. 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.
3、 Investment risk analysis and risk control measures for foreign exchange derivatives trading business
(I) investment risk
The company follows the principles of legality, prudence, safety and effectiveness in carrying out foreign exchange derivatives trading, and does not engage in speculative and arbitrage trading operations, but there are still certain risks in foreign exchange derivatives trading operations.
1. Market risk: the difference between the exchange rate and interest rate of foreign exchange derivatives trading contract and the actual exchange rate and interest rate on the maturity date will produce trading profits and losses; During the duration of foreign exchange derivatives, revaluation gains and losses will occur in each accounting period, and the cumulative value of revaluation gains and losses to the maturity date is equal to transaction gains and losses.
2. Liquidity risk: the risk that the transaction cannot be completed due to insufficient market liquidity.
3. Performance risk: there is a risk of default caused by failure to perform the contract when the contract expires.
4. Other risks: when conducting transactions, if the operators fail to conduct foreign exchange derivatives transactions according to the specified procedures or fail to fully understand the derivatives information, operational risks will be brought; If the terms of the transaction contract are not clear, it may face legal risks.
(II) risk control measures
1. Clarify the trading principles of foreign exchange derivatives: the company does not conduct foreign exchange derivatives trading solely for the purpose of profit. The trading activities of foreign exchange derivatives carried out by the company are based on normal production and operation, based on specific business operations, and for the purpose of hedging, avoiding and preventing exchange rate risk and interest rate risk.
2. System construction: the company has formulated the management system of foreign exchange derivatives trading business, which clearly stipulates the operation principles, approval authority, management and internal operation processes, information isolation measures, internal risk reporting system and risk handling procedures, information disclosure, etc. of foreign exchange derivatives trading business, so as to control transaction risks.
3. Transaction management: the company will carefully review the contract terms signed with the bank and strictly implement the risk management system to prevent legal risks.
4. Risk early warning management: the Finance Department of the company will continue to track the changes in the open market price or fair value of foreign exchange derivatives, timely evaluate the changes in the risk exposure of foreign exchange derivatives transactions, timely report abnormal conditions to the management, prompt risks and implement emergency measures.
5. Internal control management: the company’s internal audit and internal control department shall supervise and inspect the compliance of the decision-making, management and implementation of foreign exchange derivatives transactions.
4、 Impact of investment on the company
(I) the company’s foreign exchange derivatives trading business is based on specific business operations and matches the company’s daily business needs. The company’s foreign exchange derivatives business makes full use of the hedging function of foreign exchange derivatives to hedge the exchange rate risk in business activities, effectively avoid the risk of foreign exchange market to a certain extent, and reduce the impact of large exchange rate fluctuations on the company. In view of the certain risks in the development of foreign exchange derivatives trading business and the uncertain impact on the company, the company will timely perform the obligation of information disclosure in strict accordance with relevant regulations.
(II) the company will conduct corresponding accounting treatment for the proposed foreign exchange derivatives trading business in accordance with the relevant provisions and guidelines such as accounting standards for Business Enterprises No. 22 – recognition and measurement of financial instruments, accounting standards for Business Enterprises No. 24 – hedge accounting and accounting standards for Business Enterprises No. 37 – presentation of financial instruments, which will be reflected in the relevant subjects of the balance sheet and income statement.
5、 Relevant review procedures and review opinions
(I) deliberation opinions of the board of directors
The company held the fifth meeting of the third board of directors, deliberated and approved the proposal on carrying out foreign exchange derivatives trading business, and agreed that the company and its subsidiaries within the scope of consolidated statements should carry out foreign exchange derivatives trading business within the limit of no more than RMB 2.5 billion (or equivalent foreign currency). The above limit is effective within 12 months after the approval of the board of directors and can be recycled and used. During the term of validity, the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business, and the balance at any time point shall not exceed RMB 2.5 billion (or equivalent foreign currency). (II) independent opinions expressed by independent directors
The company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business to match the company’s daily business needs, make full use of the hedging function of foreign exchange derivatives to hedge the exchange rate risk in business activities, effectively avoid the risk of foreign exchange market to a certain extent and reduce the impact of large exchange rate fluctuations on the company. The relevant review procedures for the company and its subsidiaries within the scope of consolidated statements to carry out foreign exchange derivatives trading business comply with the relevant national laws and regulations, the articles of association and the management system of foreign exchange derivatives trading business. The internal control procedures are sound, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders.
The independent directors of the company unanimously agreed to the proposal on carrying out foreign exchange derivatives trading business.
(III) review opinions of the board of supervisors
The company held the fifth meeting of the third board of supervisors and deliberated and adopted the proposal on carrying out foreign exchange derivatives trading business. After review, the board of supervisors believes that: the company and its subsidiaries within the scope of consolidated statements carry out foreign exchange derivatives trading business within the limit of no more than RMB 2.5 billion (or equivalent foreign currency), which is helpful to avoid the risk of foreign exchange market and reduce the adverse impact of large exchange rate fluctuations on the company. The company has formulated the management system of foreign exchange derivatives trading business, and formulated specific operating procedures and feasible risk control measures for the company to engage in foreign exchange derivatives trading business. The deliberation procedure of this transaction is legal and compliant, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
The board of supervisors of the company unanimously agreed to the proposal on carrying out foreign exchange derivatives trading business.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that on the premise of ensuring normal production and operation, this Bgi Genomics Co.Ltd(300676) foreign exchange derivatives trading business helps the company avoid the risks of the foreign exchange market to a certain extent. It has been deliberated and approved by the board of directors and the board of supervisors of the listed company. The independent directors have expressed independent opinions on the matter and fulfilled the necessary internal examination and 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 recommendation institution has no objection to the transaction of foreign exchange derivatives.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on Bgi Genomics Co.Ltd(300676) carrying out foreign exchange derivatives trading business)
Sponsor representative:
Jiao Yanyan, Huang Biao
Citic Securities Company Limited(600030) January 26, 2022
