Blue Sail Medical Co.Ltd(002382)
About the 2021 annual performance of Wuhan bikele rescue supplies Co., Ltd
Description of commitment completion
1、 Basic information
According to the resolutions of the 24th Meeting of the 4th board of directors, the 26th meeting of the 4th board of directors, the 2nd meeting of the 5th board of directors, the 15th meeting of the 4th board of supervisors, the 17th meeting of the 4th board of supervisors, the 2nd meeting of the 5th board of supervisors and the 2nd extraordinary general meeting of 2019 of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company”), With the approval of the reply on Approving the public issuance of convertible corporate bonds by Blue Sail Medical Co.Ltd(002382) Co., Ltd. (zjxk [2020] No. 710) issued by China Securities Regulatory Commission, the company publicly issued 31440400 convertible corporate bonds (hereinafter referred to as “convertible bonds”) on May 28, 2020. The bonds are referred to as “lanfan convertible bonds”, the bond code is “128108”, and the face value of each is 100 yuan, The total amount of the issue was 314404 million yuan. After deducting 362294 million yuan of underwriting fees, recommendation fees, audit fees, lawyer fees, information disclosure fees and other issuance fees, the net amount of funds actually raised was 31078106 million yuan. One of the convertible bond investment projects is the acquisition of 100% equity of Wuhan bikele relief supplies Co., Ltd. (hereinafter referred to as the “target company”), and the amount of raised funds involved in the project is 286 million yuan.
As of July 20, 2020, the company has completed the delivery and transfer of the target company, the target company has become a wholly-owned subsidiary of the company, and the company directly holds 100% equity of the target company.
2、 Preparation basis of 2021 performance commitment completion statement of the target company
With reference to the measures for the administration of major asset restructuring of listed companies and the equity transfer agreement on Wuhan bikele relief supplies Co., Ltd. (hereinafter referred to as the “equity transfer agreement”) signed between the company and the subject company’s performance commitment subjects Sui Jianxun and fan Furong, the company has prepared this note based on the audited financial statements of the subject company in 2021. According to the equity transfer agreement, 2019, 2020 and 2021 are regarded as the “performance commitment period”, and the net profit actually realized by the subject company in each year (whichever is lower before and after the audited deduction of non recurring profits and losses according to the consolidated statements) is not less than 20.27 million yuan, 22.68 million yuan and 25.09 million yuan respectively. During the performance commitment period, the cumulative net profit actually realized by the target company as of the end of the current year shall not be less than the cumulative net profit promised in the same period, otherwise the performance commitment subject shall compensate the company.
The specific compensation method is agreed as follows:
Current compensation amount = (cumulative committed net profit as of the end of the current period – cumulative actual realized net profit as of the end of the current period) / total committed net profit of each year during the performance commitment period amount of equity transfer corresponding to 100% equity of the subject company – cumulative compensation amount paid by Party B to Party A.
3、 Realization of the target company’s annual and cumulative profit commitments in 2021:
Realization of the net profit promised by the target company in 2021 (the net profit is the net profit after deducting non recurring profits and losses, whichever is lower)
Number of performance commitments (10000) actual number of performance achieved in the current year
(yuan) (ten thousand yuan) rate (%)
20192027. Jiangsu Zhongchao Holding Co.Ltd(002471) 09 121.91 121.91
20202268.001161495 512.12 327.96
20212509.00 -127528 -50.83 188.28
The net profit of the target company in 2021 (after deducting non recurring profits and losses) was -127528 million yuan, less than
Committed net profit for the current year. As of December 31, 2021, the cumulative net profit of the subject company is RMB
1281076 million yuan, with a cumulative completion rate of 188.28%.
This special note was deliberated and adopted at the 22nd Meeting of the Fifth Board of directors on April 12, 2022 Blue Sail Medical Co.Ltd(002382)
April 12, 2002
