Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors
Independent directors’ opinions on matters related to the fifth meeting of the third board of directors
Independent opinion of
In accordance with the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, the articles of association of Bgi Genomics Co.Ltd(300676) (hereinafter referred to as the articles of association), the Bgi Genomics Co.Ltd(300676) independent director system and so on, we are the independent directors of Bgi Genomics Co.Ltd(300676) (hereinafter referred to as the company), Based on the position of independent judgment, we hereby express the following independent opinions on the relevant matters considered at the fifth meeting of the third board of directors of the company:
1、 Independent opinions on the prediction of daily connected transactions in 2022
1. The company’s daily related party transactions in 2022 are expected to meet the actual needs of the company’s business development and belong to normal commercial transactions. Related party transactions shall be conducted on the basis of equal consultation between related parties and in accordance with the market principle, follow the principle of “fairness, impartiality and openness”, the transaction pricing is fair and reasonable, the decision-making procedure is legal and effective, and there is no situation that damages 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.
2. After verification, the implementation of the company’s daily connected transactions in 2021 meets the actual situation of the company’s business and the needs of business development. 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 is less than 80% of the expected amount. The difference between the actual amount and the expected amount is a normal business behavior, which will not have a significant impact on the company’s daily operation and performance, and will not damage the interests of the company and shareholders, especially the interests of minority shareholders.
We unanimously agreed to the proposal on the prediction of daily connected transactions in 2022 and agreed to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on donation and related party transactions to Shenzhen mammoth Public Welfare Foundation
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. Independent opinions of independent directors on matters related to the fifth meeting of the third board of directors during the deliberation of the board of directors, related directors avoided voting according to law, and the deliberation procedure was legal and compliant.
We unanimously agreed to the proposal on donation and related party transactions to Shenzhen mammoth public welfare foundation. 3、 Independent opinions on using temporarily idle self owned funds for cash management
The company and its subsidiaries within the scope of consolidated statements use idle self owned funds for cash management and invest in structural deposits or financial products with high security, good liquidity, medium and low risk and stability. It is carried out on the premise of ensuring the company’s normal capital demand and capital security, and will not affect the normal development of the company’s business, It can effectively improve the use efficiency of idle self owned funds, obtain certain investment benefits, and meet the needs of the company’s development. The relevant deliberation and voting procedures of this matter are legal and effective, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
We unanimously agreed to the proposal on cash management with temporarily idle self owned funds and agreed to submit it to the general meeting of shareholders for deliberation.
4、 Independent opinions on the use of temporarily idle raised funds for cash management
The company and its subsidiaries within the scope of consolidated statements use temporary 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 investment projects with raised funds and the normal operation of the company, which helps to improve the use efficiency of raised funds and create investment income for the company. The contents and deliberation procedures of the matter 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.
We 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.
5、 Independent opinions on carrying out foreign exchange derivatives trading business
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 deliberation procedures for the company and its subsidiaries within the scope of consolidated statements to carry out foreign exchange derivatives trading business comply with the provisions of relevant laws and regulations, the articles of association and the foreign exchange derivatives trading business management system of independent opinions of independent directors of China on matters related to the fifth meeting of the third board of directors. The internal control procedures are sound and do not harm the interests of the company and shareholders, Especially the interests of minority shareholders.
We unanimously agreed to the proposal on carrying out foreign exchange derivatives trading business.
6、 Independent opinions on adjusting the share repurchase plan of the company in 2021 by means of centralized bidding 1. The company’s adjusted share repurchase plan complies with the relevant provisions of the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 9 – share repurchase and other laws and regulations, normative documents and the articles of association, The voting procedures at the meeting of the board of directors to consider the matter are legal and compliant;
2. The purpose of the shares repurchased by the company for employee stock ownership plan or equity incentive has not changed. The increase of the company’s adjusted share repurchase plan is conducive to enhancing the confidence of public investors, further improving the company’s long-term incentive mechanism and promoting the long-term and healthy development of the company;
3. The adjustment of the company’s share repurchase plan will not have a significant impact on the company’s production and operation, financial status, shareholders’ equity, debt performance ability and future development, and will not affect the company’s listing status.
To sum up, we believe that the company’s adjusted share repurchase plan and decision-making procedures are legal and compliant, and the adjusted share repurchase plan is reasonable and feasible, which is in line with the interests of the company and all shareholders. We unanimously agree on the adjustment of the company’s share repurchase plan.
Independent directors: Cao ya, Du Lan, Wu Yuhui January 26, 2022
