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Stock code: 688114 Stock abbreviation: MGI Announcement No.: 2024-074
Shenzhen MGI Technology Co., Ltd
Announcement on the Adjustment of the Quota for Daily Related Party Transactions in 2024
The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content.
Important Content Notes:
●This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
●Impact of daily related party transactions on the company: Based on the fact that the company and its subsidiaries have adjusted the business volume with some related party enterprises, the company intends to adjust the estimated amount of some daily related party transactions in 2024. The adjustment of the daily related party transaction quota is the need of the company's daily business activities, in line with the company's actual business situation, carried out in accordance with the principles of fairness, impartiality and openness, and follows the principle of fair price as the pricing principle, there is no damage to the interests of the company and shareholders, and there is no transfer of benefits to related parties, and it will not affect the independence of the company and will not form a greater dependence on related parties.
1. Basic information on daily related party transactions
(1) Deliberation procedures for the performance of the estimated quota for routine related party transactions in 2024
According to the actual situation of the daily related party transactions of Shenzhen MGI Technology Co., Ltd. (hereinafter referred to as the "Company") and combined with the needs of the Company's business development, the Company expects that the total amount of daily related party transactions with related parties in 2024 will not exceed RMB 1,325.64 million, and the main contents of related party transactions include the purchase of goods and services from related parties, the sale of goods and services to related parties, the leasing of houses to related parties, the rental of houses to related parties, the rental of equipment to related parties and other income and expenditure of related parties. Among them, the amount of related party transactions for the purchase of goods and services was 121.69 million yuan, the amount of related party transactions for the sale of goods and services was 1126.95 million yuan, and the amount of related party transactions for leasing houses and rental houses, leasing equipment and other income and expenses to related parties was 77 million yuan.
On January 31, 2024, the company held the fourth meeting of the second board of directors to deliberate and approve the "About
2024 Annual Routine Related Party Transaction Quota Estimate and Proposal for Adjustment of Some Related Parties". Associated directors Wang Jian, Mu Feng, Xu Xun, Yu Dejian, Zhu Yanmei, Liu Yikun, and Wu Jing have recused themselves from voting on this proposal. The above bill has been
The company's first extraordinary general meeting of shareholders in 2024 held on February 23, 2024 was deliberated and approved.
On June 11, 2024, the company held the sixth meeting of the second board of directors and the second board of supervisors
The board of directors of the company agreed that the company and its related parties Shenzhen Huada Life Science Research Institute and Shenzhen Huada Technology Holding Group Co., Ltd. should carry out intellectual property licensing and related party transactions, and agreed that the company and Shenzhen Huada Three Arrows Technology Co., Ltd. (hereinafter referred to as "Three Arrows") and Hangzhou Huada Xufeng Technology Co., Ltd. (hereinafter referred to as "Xufeng Technology") Signed distribution agreements for spatio-temporal business and single-molecule sequencing business respectively, and agreed that the company would distribute and promote the products under the terms and conditions agreed in the agreement. thereinto
It is expected that the amount of licensing fees to be incurred in 2024 will not exceed $11.79 million; It is expected in 2024 year
The amount of related purchases incurred with the Three Arrows does not exceed $111.11 million. It is estimated that in 2024, the amount of related procurement with Xufeng Technology will not exceed 89.88 million yuan. Associate Directors Wang Jian, Mu Feng, Xu Xun, Yu Dejian,
Zhu Yanmei has recused herself from voting on the motion. The above proposal has been held by the company on June 28, 2024 2023
Approved by the annual general meeting of shareholders.
On August 22, 2024, the company held the eighth meeting of the second board of directors and the second board of supervisors
The eighth meeting deliberated and passed the "Proposal on the Adjustment of the Quota of Daily Related Party Transactions in 2024". Associated directors Wang Jian, Mu Feng, Xu Xun, Yu Dejian, and Zhu Yanmei have recused themselves from voting on the motion. Based on the fact that the Company and its subsidiaries have adjusted their business volume or launched new business with some related party enterprises, the Company intends to adjust the estimated quota of some daily related party transactions in 2024 to RMB 34.09 million, of which RMB 24.44 million will be added to the business quota of sales of raw materials to related parties; Increase the sales of goods to related parties by 20 million yuan, and increase the amount of other revenue business
1.2 million yuan, 1 million yuan for providing services to related parties, and 600,000 yuan for leasing houses to related parties.
Increase the business quota for purchasing goods from related parties by 30,000 yuan; The business quota for leasing equipment to related parties was reduced by 11.11 million yuan, and the business quota for leasing housing to related parties was reduced by 2.07 million yuan.
On October 29, 2024, the company held the fourth meeting of the second session of the board of directors and independent directors in 2024
At the meeting, all independent directors unanimously agreed to the "Proposal on the Adjustment of the Quota of Routine Related Party Transactions in 2024".
submitted to the Board of Directors for deliberation. On October 29, 2024, the Company held the 10th meeting of the second session of the Board of Directors
The meeting and the 10th meeting of the second board of supervisors deliberated and passed the "Proposal on the Adjustment of the Quota of Daily Related Party Transactions in 2024". Associated directors Wang Jian, Mu Feng, Xu Xun, Yu Dejian, and Zhu Yanmei have recused themselves from voting on the motion. Based on the fact that the company and its subsidiaries have adjusted the business volume with some related party enterprises, the company intends to adjust
In 2024, the estimated quota for some daily related party transactions will be adjusted to 7.78 million yuan, of which the quota for procurement of services from related parties will be increased by 3 million yuan; increase the service quota to related parties by 120,000 yuan; Transferred to related parties
The amount of goods sold is 4.3 million yuan; The amount of other expenditures was increased by 1.41 million yuan. The amount of other income was reduced by 1.05 million
Yuan. The Company's 2024 daily related party transaction quota adjustment does not need to be submitted to the Company's general meeting of shareholders for deliberation.
(2) Adjustment of the quota for routine related party transactions in 2024
Estimated amount for fiscal year 2024 As of September 2024 Remaining amount This adjustment/new amount After this adjustment 2024
Category of related party transaction Related party degree (10,000 yuan) Amount incurred on the 30th day (10,000 yuan) Amount (increase +, decrease Estimated amount for the whole year
(10,000 yuan) -) (10,000 yuan) (10,000 yuan)
Procurement of services from related parties BGI Research Institute system 909 907 2 300 1,209
business
Huada Holdings and other sub-290 0 290 -290 0
firm
BGI Technology Holding System 0 66 N/A 85 85
Other income
BGI 150 191 N/A 100 250
Subtotal 440 257 / -105 335
Other expenses BGI Holdings and other sub-subsidiaries 1,408 1,083 325 141 1,549
firm
Provide services to related parties Sanya Zhishu Biotechnology 0 0 0 12 12
Company Ltd
Distributor to related party Sanya Zhishu Biotechnology 2,000 815 1,185 430 2,430
Products Ltd
Total 4,757 3,062 / 778 5,535
Note 1: "BGI Research Institute System" refers to Shenzhen BGI Life Science Research Institute and its subsidiaries within the scope of consolidated financial statements, as well as Qingou Life Science Advanced Research Institute, etc.
Note 2: "BGI Holdings and other subsidiaries" refers to Shenzhen BGI Technology Co., Ltd. (hereinafter referred to as "BGI Holdings") and its subsidiaries within the scope of the consolidated statements other than BGI and BGI Research Institute.
Note 3: "BGI Technology Holding System" refers to Shenzhen BGI Technology Holding Group Co., Ltd. and its subsidiaries within the scope of the consolidated statements other than MGI.
Note 4: "BGI" refers to Shenzhen BGI Co., Ltd. and its subsidiaries within the scope of the consolidated statements.
Note 5: If there is any difference in the mantissa between the total of the part of the table above and the sum of the direct addition of the detailed figures, it is due to rounding.
2. Introduction of related persons and related relationships
The information of related parties involved in the adjustment of daily related party transactions and the increase in the estimated quota is as follows:
(1) Basic information of related parties
Company Name Enterprise Date of Establishment Major Shareholder/Registered Address Related to the Company Legal Representative Registered Capital Main Business
The actual controller of the pledge is a person
Wang Jian, the actual controller, is to study genetic science and promote the cause of biotechnology and national health
Yantian District of Shenzhen indirectly controls and is responsible for the development. 〈Engaged in the foundation and application of international cutting-edge genome science
BGI Research Institution 2008 6 BGI Holdings holds shares in Beishan, Yantian Street, and serves as its director; Director Yang Huanming 25 million yuan Research and technology development 〉〈 for the industrialization of genomic research results
On the 19th of the 19th of the year, the 100% industrial complex building of the hospital Xu Xun was responsible for the technical support of the hospital's people's currency exhibition〉〉 and genome science research and individuation
Long; Director Mu Feng is engaged in low-cost national health care in combination with long-term medical development projects
Appointed as its director of public welfare undertakings related to health engineering〉
Yantian District, Shenzhen
Huada Technology 2019 August Wang Jian holds shares Yantian Street Yangang is the company's controlling share of 100 million yuan
Holding Private Enterprises 100% Community North Shan Road 146 East Wang Jian RMB Investment in the establishment of industry; Business Consulting Management; Technical consulting services
No. North Son Industrial Zone
Building 11 on the 8th floor
Licensed Items: Fertilizer Production; Technology import and export (subject to approval in accordance with the law
The project approved by Sanya City, Hainan Province can only be carried out after approval by the relevant departments
Sanya Zhishu 2023 BGI Gene Consortium Yazhou Bay, Yazhou District, BGI's joint venture of 30 million people) General projects: agricultural scientific research and experimental development; agriculture
Biotechnology Private Enterprises December 29 Division holds 19.9% of the shares of the Science and Technology City Yabulun Enterprises, according to the accountant Lin Xiaoqi currency professional and auxiliary activities; fertilizer sales; Edible agricultural products batch
Co., Ltd. Japan Industrial Park Building 4 Standard Identification Issued; retail of edible agricultural products; wholesale of aquatic products; aquatic product retail;
Room 611 Acquisition of primary agricultural products; Technical services, technology development, technical consultation
consultation, technology exchange, technology transfer, technology promotion; Technology intermediaries
Company Name Enterprise Date of Establishment Major Shareholder/Registered Address Related to the Company Legal Representative Registered Capital Main Business
The actual controller of the pledge is a person
Serve; trade brokerage; domestic trade agency; From its own funds
investment activities; Biopesticide technology research and development (except licensing business
In addition, they can operate independently in accordance with the law, which are not prohibited or restricted by laws and regulations
Project)
Huada Holdings, directly Shenzhen, Guangdong Province Salt Actual Controller Wang Jian 41,3914,333 General business items: trade brokerage and agency. housing rentals; Non-residential
In July 2010, BGI Private Enterprise indirectly controlled and indirectly held shares at 21, Hong'an 3rd Street, Tian District, and served as Zhao Lijian's real estate lease. Licensed business projects: medical research and experimental development
On the 9th of the month, the board of directors of the Huada Complex 7 RMB Exhibition; clinical laboratory services; R&D and manufacturing of medical supplies and equipment,
36.73% Building 7-14 storeys wholesale, retail. Accommodation services.
Wang Jian, shareholding ratio Yantian District, Shenzhen Technology research and development and sales of computer hardware and software and peripheral equipment;
Example: 85.3%; Wang Yantian Street Yangang Actual Controller Wang Jian import and export business of goods and technology; Invest in the establishment of industries (specific items
Huada Holdings, a private enterprise, was established in August 2008, and its shareholding ratio was directly controlled by 146 Beishan Road, a community of 10,000 yuan, and Wang Jian was 10,000 yuan to be declared separately); aquaculture and marketing of aquatic products; Biotechnology
10.5% on May 21; Yang Shuang, Beishan Industrial Zone, is the chairman of the board of directors, and the total RMB R&D, transfer and consulting services. Educational and teaching testing and evaluation activities
Shareholding Ratio Example: 11 Buildings, 8th Floor, Manager; Engage in investment activities with its own funds.
4.2%。
(2) The main financial indicators of related parties in the most recent year and period
Unit: 10,000 yuan
June 30, 2024 / January - June 2024 December 31, 2023 / 2023 2023 data
The business name (unaudited) is audited or not
Total Assets, Net Assets, Operating Income, Net Profit, Total Assets, Net Assets, Operating Income, Net Profit
BGI Life Science Research 55,359 -19,567 21,602 -2,256 67,693 -17,311 62,394 5,932 Yes
Research Institute
Shenzhen Huada Technology Holdings 382,373 14,316 93 -194 370,856 14,510 - 4,680 Yes
June 30, 2024 / January - June 2024 December 31, 2023 / 2023 2023 data
The business name (unaudited) is audited or not
Total Assets, Net Assets, Operating Income, Net Profit, Total Assets, Net Assets, Operating Income, Net Profit
Regiment Co., Ltd
Sanya Zhishu Biotechnology has 905 432 107 -68 / / / /
Limited to companies
Shenzhen BGI shares are
Limited company 1,328,438 982,780 282,594 -12,417 1,361,301 985,924 434,964 9,290
Shenzhen BGI has 641,946 115,809 4,015 -19,064 597,005 134,873 5,794 -42,365 Yes
Limited to companies
Note 1: Sanya Zhishu Biotechnology Co., Ltd. was established in December 2023.
Note 2: BGI's financial data date is September 30, 2024/January-September 2024.
(3) Analysis of the performance capacity of related parties
The above-mentioned related parties exist and operate normally in accordance with the law, and have good performance capabilities. The Company will sign relevant contracts or agreements with relevant parties for the above transactions and strictly implement them in accordance with the agreement, and the performance of both parties shall be legally guaranteed.
3. The main contents of daily related party transactions
(1) The reasons and necessity of the adjustment of the quota for routine related party transactions in 2024
The company expects that the new daily related party transactions will be the purchase of services and other businesses from related parties, the provision of services to related parties, and the sale of goods to related parties, and the transaction prices will follow the principle of fairness and be determined through negotiation based on the principles of cost plus and market price.
1. Procurement of services from related parties
According to the implementation of some procurement contracts, the procurement service quota for 2024 will be increased to complete the settlement of procurement costs for this year, and the main business content is gene bank computer room and storage computing leasing services, biobank consulting services, logistics-related room and conference room services, etc.
2. Others
Other income directions: Since the owner of the office lease only signed a contract with one legal person, the company collected the prepaid rent from the related parties BGI Technology Holding System and BGI in the form of advance collection and then paid it to the owner. Due to the adjustment of the related party system, the estimated amount of advance receipts for the current year has been adjusted, so the corresponding daily related party transaction quota has been adjusted.
Other expenditure directions: Due to the increase in electricity consumption in the office space and staff dormitory space of BGI, the electricity bill paid by the related party BGI Holdings and other subsidiaries increased.
3. Provide services to related parties
Provide after-sales maintenance services to Sanya Zhishu Biotechnology Co., Ltd., a related party, mainly to provide regular maintenance, installation, maintenance, training and other services for related parties. Based on the execution of the business, it is expected that the amount of service business will increase in the current year, so the corresponding daily related party transaction quota will be increased.
4. Sell goods to related parties
Sold automated production lines and supporting reagents and consumables to Sanya Zhishu Biotechnology Co., Ltd., a related party
To further enhance the synergy effect and drive business promotion, Sanya Zhishu's demand for the company's products has increased.
The above related party transactions are required for the company's daily production and business activities, and cooperation with the above-mentioned related parties is necessary. The daily related party transactions between the company, its holding subsidiaries and related parties follow the laws of market economy, adhere to the principle of fair prices, are equal and voluntary, mutually beneficial, and there is no harm to the interests of the company.
(2) The signing of the related party transaction agreement
The Company will sign specific related party transaction agreements or contracts with related parties within the scope of the above-mentioned estimated quota according to the actual business development, and both parties will exercise relevant rights and perform relevant obligations in strict accordance with the terms of the contract.
4. The purpose of day-to-day related party transactions and their impact on the Company
(1) Based on the fact that the Company and its subsidiaries have adjusted the business volume with some related party enterprises, the Company intends to adjust the estimated quota of some daily related party transactions in 2024. The related-party transactions adjusted this time are the normal needs of the Company's business development and production and operation, and at the same time, the relevant related parties purchase the Company's after-sales services and commodities based on their business needs, and the Company also purchases the daily services and other businesses of related parties based on their daily business needs, which is a normal business, so the above-mentioned related-party transactions are necessary.
(2) The above-mentioned transactions follow the principles of openness, fairness and impartiality, and the pricing is fair and reasonable, and there is no harm to the interests of the company and its shareholders, especially small and medium-sized shareholders; Such related party transactions will not adversely affect the Company's financial condition, results of operations, and will not have an impact on the Company's operations and independence.
(3) The daily related-party transactions expected to occur between the Company and its related parties in 2024 are based on the business needs of the Company and its related parties, and such related-party transactions are carried out on a fair and voluntary basis in accordance with the general market operation rules. The company does not form a large dependence on related parties.
5. Review opinions of the special meeting of independent directors
On October 29, 2024, the company held the fourth meeting of the second session of the board of directors and independent directors in 2024
At the meeting, the "Proposal on the Adjustment of the Quota of Daily Related Party Transactions in 2024" was deliberated and approved. The special meeting of independent directors expressed their concurring review opinions on the proposal, and agreed to submit the proposal to the board of directors for deliberation, and the affiliated directors shall abstain from voting when considering this proposal.
6. Review opinions of the board of supervisors
On October 29, 2024, the company held the tenth meeting of the second board of supervisors to deliberate and approve the "Guan
After review, the Board of Supervisors believes that the adjustment of the quota of daily related party transactions in 2024 is in line with the actual needs of the company's daily business operations, and the transaction matters are carried out in accordance with the pricing principle of market price on the basis of equal consultation between related parties, which follows the general commercial principles, and the transaction pricing is fair, and there is no harm to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. The adjustment is based on the fact that the company and its subsidiaries have adjusted the business volume with some related party enterprises, and the affiliated directors have recused themselves from voting on the proposal in accordance with the law, and the deliberation procedure of the related party transaction is legal and effective.
7. Opinion of the Board of Auditors
At the eighth meeting of the audit committee of the second board of directors of the company, the "Proposal on the Adjustment of the Quota of Daily Related Party Transactions in 2024" was deliberated and approved, and the audit committee believed that the adjustment of the company's related party transactions was in line with the actual business of the company, and the transaction would comply with the principles of fairness, openness and good faith, implement market pricing, conform to the principles of equality, voluntariness and consensus, and would not harm the interests of the company and shareholders. The deliberation and voting procedures of the related party transaction are in accordance with the provisions of the Company Law, the Securities Law and other relevant laws and regulations, as well as the Articles of Association and the Working Rules of the Audit Committee of the Board of Directors, and it is agreed to submit the proposal to the Board of Directors for deliberation.
8. Verification opinions of the sponsor institution
After verification, the sponsor CITIC Securities Co., Ltd. believes that the company's 2024 daily related party transaction quota adjustment has been deliberated and approved by the company's board of directors and board of supervisors, and the affiliated directors have recused themselves from voting, and the special meeting of independent directors has issued a review opinion on the matter, fulfilled the necessary internal approval procedures, and complied with the requirements of relevant laws and regulations such as the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange. The sponsor has no objection to the adjustment of the quota for routine related party transactions in 2024. Investors are reminded of the risks associated with the increasing amount of the company's related party transactions.
The announcement is hereby made.
Shenzhen MGI Technology Co., Ltd
board of directors
October 31, 2024
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