Citic Securities Company Limited(600030)
About Bgi Genomics Co.Ltd(300676)
Verification opinions on cash management with temporarily idle self owned 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 on the 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 self owned funds were verified, And made the following comments:
1、 Basic information of cash management using temporarily idle self owned funds
(I) investment purpose
In order to improve the use efficiency of temporarily idle self owned funds, the company and its subsidiaries within the scope of consolidated statements increase the cash asset income of the company and its subsidiaries within the scope of consolidated statements, protect the interests of shareholders and obtain more return on investment for the company and shareholders under the condition of ensuring the capital demand of daily operation and effectively controlling investment risks.
(II) investment varieties
The company and its subsidiaries within the scope of consolidated statements use temporarily idle self owned funds to purchase structural deposits or financial products with high security, good liquidity, medium and low risk and stability issued by banks, securities companies, trust companies, fund management companies and other financial institutions.
(III) investment quota
The company and its subsidiaries within the scope of consolidated statements intend to use temporarily idle self owned funds of no more than RMB 5 billion (or equivalent foreign currency) for cash management. Within the above approval period and authorization limit, the funds can be recycled and used on a rolling basis.
(IV) investment period
The amount of the above idle self owned funds for cash management is authorized from the date of deliberation and approval by the general meeting of shareholders of the company
(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 management of the company to exercise the investment decision-making power within the quota and sign relevant documents, and the financial department of the company is responsible for the specific implementation.
(VI) source of funds
The funds for cash management using temporarily idle self owned funds come from the company’s own funds, and there is no case of using bank credit funds to engage in this business.
(VII) information disclosure
The company will comply with the relevant requirements of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 7 – transactions and related party transactions, Disclose the progress and implementation of cash management with its own funds.
2、 Review procedure
The company and its subsidiaries within the scope of consolidated statements intend to use temporarily idle self owned funds for cash management, 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 held by the company on January 25, 2022. The independent directors and the recommendation institution of the company have issued independent opinions and verification opinions respectively. 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, articles of association, foreign investment management system and so on, after the transaction is deliberated and approved by the board of directors, it needs to be submitted to the general meeting of shareholders of the company for deliberation and approval before implementation.
3、 Investment risk analysis and risk control measures
(I) investment risk
1. Market risk: including but not limited to the fluctuation of product income caused by changes in national laws and regulations, monetary policy, fiscal policy, industrial policy, regional development policy, changes in macro cyclical economic operation, foreign exchange rate and RMB purchasing power, Under certain circumstances, it will even have an impact on the establishment and operation of products.
2. Liquidity risk: if the agreed redemption is stopped or the product term is postponed, the funds may not be realized on demand.
3. Credit risk: in the process of investment and operation of wealth management funds, if the issuer of the invested financial products defaults, the credit condition deteriorates, goes bankrupt, etc., it will have an impact on the income of the products. At the same time, the management of wealth management funds is also affected by the settlement risk, the management risk and performance risk of the invested financial products / asset manager.
4. Operational risk: if the issuer of financial products has internal management process defects, personnel operation errors and other events, it may lead to the failure of income voucher subscription transaction and fund allocation, resulting in the loss of the company’s principal and income.
5. Force majeure risk: due to natural disasters, social unrest, war, strike and other force majeure factors, the subscription of this financial product may fail, the transaction may be interrupted, and the capital settlement may be delayed.
(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. When using idle self owned funds for cash management, they will choose investment products with high safety, good liquidity, medium and low risk, stable and 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 self owned funds, and can hire professional institutions to audit when necessary.
4. The investment participants of the company have the obligation of confidentiality and shall not disclose relevant information to any third party. The investment participants and other informed personnel of the company shall not purchase the same low-risk financial products as the company. 5. The company will perform the obligation of information disclosure on the progress and implementation of cash management with its own funds in accordance with the relevant provisions of Shenzhen Stock Exchange.
4、 Impact of investment on the company
(I) the cash management of the company and its subsidiaries within the scope of consolidated statements with temporarily idle self owned funds is implemented without affecting the normal operation of the company and ensuring the safety of funds, and will not affect the normal turnover of the company’s daily funds and the normal development of its main business. This transaction is conducive to improving the use efficiency of self owned funds, obtaining certain investment benefits and creating more investment returns for the company and shareholders.
(II) the company will conduct corresponding accounting treatment for its own fund cash management business 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.
5、 Relevant review procedures and review opinions
(I) deliberation opinions of the board of directors
The fifth meeting of the third board of directors of the company deliberated and approved the proposal on cash management with temporarily idle self owned funds, and agreed that the company and its subsidiaries within the scope of consolidated statements would not affect the normal operation of the company and the risk could be controlled, In 2022, temporarily idle self owned funds with a limit of no more than RMB 5 billion (or equivalent foreign currency) were used for cash management for the purchase of safe, liquid, medium and low-risk and stable structured deposits or financial products issued by banks, securities companies, trust companies, fund management companies and other financial institutions, 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.
(II) independent opinions expressed by independent directors
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.
The independent directors of the company unanimously agreed to the proposal on cash management with temporarily idle own 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 board of supervisors of the company deliberated and approved the proposal on using temporarily idle self owned funds for cash management, and agreed that the company and its subsidiaries within the scope of consolidated statements use idle self owned funds of no more than RMB 5 billion (or equivalent foreign currency) for cash management on the premise of ensuring the capital and capital safety required for the normal operation of the company. After review, the board of supervisors believes that the company and its subsidiaries within the scope of consolidated statements use idle self owned funds for cash management this time, which will not affect the normal turnover of the company’s daily funds. Necessary risk control measures have been taken, which can improve the use efficiency of the company’s self owned funds and obtain certain investment income, which is in line with the interests of the company and all shareholders. The 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 shareholders, especially the interests of minority shareholders.
The board of supervisors of the company unanimously agreed to the proposal on cash management with temporarily idle own funds and agreed to submit it to the general meeting of shareholders of the company for deliberation.
6、 Verification opinions of the recommendation institution
The recommendation institution has verified the company’s use of temporarily idle self owned funds for cash management, including reviewing relevant resolutions of the board of directors, resolutions of the board of supervisors, independent opinions issued by independent directors, financial related materials and other documents, Citic Securities Company Limited(600030) believes that:
The company’s use of temporarily idle self owned funds for cash management 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, and the independent directors have expressed independent opinions and fulfilled the necessary deliberation procedures. After being deliberated and approved by the board of directors, it needs to be submitted to the general meeting of shareholders of the company for deliberation, 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 use of temporarily idle self owned funds for cash management.
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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) using temporarily idle own funds for cash management)
Sponsor representative:
Jiao Yanyan, Huang Biao
Citic Securities Company Limited(600030) January 26, 2022
