Securities code: Blue Sail Medical Co.Ltd(002382) securities abbreviation: Blue Sail Medical Co.Ltd(002382) Announcement No.: 2022020 bond Code: 128108 bond abbreviation: lanfan convertible bond
Blue Sail Medical Co.Ltd(002382)
Announcement on the provision for impairment of goodwill
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.
According to the accounting standards for Business Enterprises No. 8 – impairment of assets issued by the Ministry of finance, the accounting supervision risk warning No. 8 – impairment of goodwill issued by the CSRC and the accounting policies of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company”), the company conducts impairment test on goodwill at the end of each year based on the principle of prudence. According to the impairment test results, the company made provision for goodwill impairment of RMB 16984498 million in 2021. The details are as follows:
1、 Summary of provision for impairment of goodwill
(I) reasons for the formation of goodwill
In 2018, the company purchased 62.61% shares of CB cardio holdings II Limited (hereinafter referred to as “CBCH II”) from 17 counterparties including Zibo lanfan Investment Co., Ltd. by issuing shares and paying cash, and purchased 100% shares of cbcardio holdings V Limited (hereinafter referred to as “CBCH V”) from Beijing Xinyu Investment Center (limited partnership) by issuing shares. After the completion of the transaction, the company directly holds 62.61% of the shares of CBCH II, indirectly holds 30.76% of the shares of CBCH II through CBCH V, and directly and indirectly holds 93.37% of the shares of CBCH II, forming a combined goodwill of 6050139200 yuan.
CBCH II indirectly holds 100% shares of biosensors International Group, Ltd. (“Parkson international”). Parkson international and its subsidiaries are the business operation entities of the underlying assets of the transaction. It is a world-renowned manufacturer of cardiac stents, focusing on the R & D, production and sales of cardiac stents and interventional cardiac surgery related devices.
(II) historical provision for goodwill impairment
At the end of 2020, the company hired Bandung (Shanghai) Assets Appraisal Co., Ltd. (hereinafter referred to as “Bandung”) to evaluate the value of the asset group including all goodwill as of December 31, 2020. According to the asset evaluation report on the recoverable value of the asset group portfolio of goodwill after the acquisition of CBCH II and CBCH V involved in Blue Sail Medical Co.Ltd(002382) goodwill impairment test for the purpose of financial report issued by Bandung (Bandung Ping Cai Zi (2021) No. 40051), the company accrued a goodwill impairment of 1755036800 yuan in 2020.
According to the above appraisal report, the company held the 13th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors on April 27, 2021, deliberated and adopted the proposal on the realization of the performance commitment of the subject assets of major asset restructuring and the impairment test at the expiration of the commitment period and the proposal on the provision for goodwill impairment, It is agreed that the company shall make an impairment provision of 1755036800 yuan for the goodwill formed by the acquisition of CBCH II in 2020, and the impairment loss shall be included in the profit and loss of the company in 2020. For details, please refer to the announcement on the completion of performance commitments on issuing shares and paying cash to purchase assets and raising supporting funds and the underlying assets of related party transactions, the impairment test at the expiration of the commitment period and the company’s provision for goodwill impairment (Announcement No.: 2021037) disclosed on cninfo.com.
(III) reasons for and provision for goodwill impairment this time
1. Reasons for withdrawing goodwill impairment provision
(1) In 2021, the company’s biofreedomtm products failed to obtain the registration of the U.S. Food and Drug Administration (“FDA”) as scheduled. During the company’s application for registration, similar products of two local medical device companies in the United States successively obtained FDA registration and went on sale;
(2) Parkson International’s overseas markets are mainly distributed in Europe, Southeast Asia, North Asia, the Middle East, North Africa and other sales regions. In 2021, the overseas epidemic continued to disappear and rebound, resulting in the postponement or cancellation of percutaneous coronary intervention for coronary artery stenosis in hospitals around the world. Due to the continuous impact of the epidemic, the sales revenue in the overseas market increased, but did not meet the expectations;
(3) At the end of 2021, some provinces in China carried out centralized procurement of drug balloon, which is expected to have an impact on the sales price of the group’s drug balloon products to be listed.
2. Amount of provision for impairment of goodwill and test and calculation process
The company has withdrawn 16984498 million yuan of goodwill impairment reserves this time. The specific conditions of withdrawing goodwill impairment reserves are as follows: unit: 10000 yuan
Assets including goodwill
Asset group name group or combination of asset groups calculation of recoverable amount of recoverable assets provision for asset impairment
Basis for carrying amount process of other assets in the
value
CB Cardio Holdings
II Limited and CB 5632053038130000 adopt the asset group combination, and the recoverable amount of the asset group is not expected
The present value of the net cash flow of cardio holdings V is lower than its book value
Limited asset group
The company hired Bandung to evaluate the value of the asset group including all goodwill as of December 31, 2021, and issued the asset evaluation report on the recoverable amount of the asset group combination of goodwill after the acquisition of CBCH II and CBCH V involved in Blue Sail Medical Co.Ltd(002382) goodwill impairment test for the purpose of financial report (Bandung PCZ (2022) No. 40024). According to the asset appraisal report, the recoverable value of the asset group combination of the above goodwill on the benchmark date of December 31, 2021 is equivalent to 3813 million yuan, which is lower than the book value of 1819053 million yuan. Because the company holds 93.37% shares of CBCH II when the goodwill is formed, the company has accrued 16984498 million yuan of goodwill impairment reserves for the goodwill formed by the acquisition of CBCH II and CBCH v.
(IV) review procedures for the performance of the provision for impairment of goodwill
The company held the 22nd Meeting of the 5th board of directors and the 20th meeting of the 5th board of supervisors on April 12, 2022, deliberated and adopted the proposal on the provision for goodwill impairment, and the independent directors expressed independent opinions on it.
The provision for impairment of goodwill needs to be submitted to the general meeting of shareholders for deliberation.
2、 Impact of the provision for impairment of goodwill on the company
The company’s provision for goodwill impairment of 16984498 million yuan will be included in the company’s profit and loss in 2021, resulting in a corresponding decrease of 16984498 million yuan in the net profit attributable to the shareholders of the parent company in the consolidated statement of 2021.
3、 Explanation on the rationality of the provision for goodwill impairment made by the board of directors this time
The board of Directors believes that the provision for impairment of goodwill is in line with the accounting standards for business enterprises and relevant accounting policies of the company. In accordance with the principle of prudence and the actual situation of the company’s assets, the provision for impairment of goodwill can fairly reflect the company’s financial position and operating results as of December 31, 2021, and help to provide more authentic and reliable accounting information.
4、 Independent opinions of independent directors on the provision for impairment of goodwill
The company’s provision for goodwill impairment is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises, the basic standards for asset evaluation, the guidelines for self discipline and supervision of listed companies No. 1 – standardized operation of listed companies on the main board and the actual situation of the company’s assets. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The provision for impairment this time can more fairly reflect the company’s financial situation and agree to the provision for goodwill impairment this time.
5、 Opinions of the board of supervisors on the provision for goodwill impairment
According to the accounting standards for business enterprises and other relevant provisions, the company’s provision for goodwill impairment follows the principles of prudence and rationality, and the basis for the provision for goodwill impairment is sufficient and in line with the actual situation of the company. The provision for goodwill impairment this time fairly reflects the company’s financial status and operating results. Agree to withdraw the provision for goodwill impairment this time.
6、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 5th board of directors of the company;
2. Resolutions of the 20th meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors;
4. Asset evaluation report on the recoverable amount of the asset portfolio in which the goodwill is located after the acquisition of CBCH II and CBCH V involved in Blue Sail Medical Co.Ltd(002382) goodwill impairment test for the purpose of financial report issued by Bandung (Shanghai) asset evaluation Co., Ltd. (Bandung Pingcai Zi (2022) No. 40024).
It is hereby announced.
Blue Sail Medical Co.Ltd(002382)
Board of directors
April 13, 2002
