Securities code: Blue Sail Medical Co.Ltd(002382) securities abbreviation: Blue Sail Medical Co.Ltd(002382) Announcement No.: 2022014 bond Code: 128108 bond abbreviation: lanfan convertible bond
Blue Sail Medical Co.Ltd(002382)
Announcement on the resolution of the 22nd Meeting of the 5th board of directors
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.
1、 Meetings of the board of directors
Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company”) the 22nd Meeting of the 5th board of directors was notified by e-mail on April 1, 2022, supplementary notice by e-mail on April 11, 2022, and held in the second conference room of the company on April 12, 2022. Six directors should attend the meeting and six actually attended the meeting; Ms. Liu Wenjing and Mr. Zhong Shuqiao attended the meeting on site, while Mr. Li Zhenping, Mr. Liu Shengjun, Mr. Dong Shukui and Mr. Miyamoto attended the meeting by means of communication. Ms. Liu Wenjing, chairman of the company, presided over the meeting. The notice, convening and voting procedures of the meeting comply with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberations of the board meeting
1. Deliberated and passed the proposal on the report of the board of directors in 2021;
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for the full text of the 2021 annual report of the board of directors（ http://www.cn.info.com.cn. ）。
The independent directors of the company submitted the 2021 report on the work of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. For details, see http://www.cninfo.com.cn（ http://www.cn.info.com.cn. ）。
2. Deliberated and passed the proposal on the annual report and summary of 2021;
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com for details of the 2021 annual report summary（ http://www.cn.info.com.cn. ）； See cninfo.com for the full text of the 2021 annual report（ http://www.cn.info.com.cn. ）。
3. Deliberated and passed the proposal on the financial statement report of 2021;
In 2021, the company realized an operating income of 8108586500 yuan and a net profit attributable to shareholders of listed companies of 1155709200 yuan; As of December 31, 2021, the total assets of the company are 16913875500 yuan, the total liabilities are 6377576700 yuan, and the owner’s equity attributable to the shareholders of the listed company is 10536287400 yuan.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for the full text of the 2021 financial statement（ http://www.cn.info.com.cn. ）。
4. Deliberated and approved the plan for profit distribution of the company in 2021;
According to the standard unqualified audit report issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) (Ernst & Young Huaming (2022) SZ No. 61519262j01), the net profit realized by the parent company in 2021 was -1117589800 yuan, plus the undistributed profit at the beginning of the year of 1065919100 yuan, minus 0 yuan of surplus reserve accrued in the current year and 402730600 yuan of profit distribution in 2020, In 2021, the actual profit available for distribution to shareholders of the parent company was -454414 million yuan. In 2021, the net profit attributable to the shareholders of the listed company realized by the company was 11557092 million yuan, and the profit available for distribution in the consolidated statements was 35159434 million yuan.
In accordance with the notice on further implementing matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association, the shareholder return plan for the next three years (20192021) and other provisions of the China Securities Regulatory Commission, and in combination with the actual production and operation of the company in 2021 and its future development plan, Considering the influence of convertible bond conversion, the board of directors of the company formulated the profit distribution plan of the company in 2021, the main contents are as follows:
(1) In 2021, the company plans to distribute profits based on the total share capital registered on the date of equity distribution and equity registration. It plans to distribute cash dividends of 1.00 yuan (including tax) to all shareholders for every 10 shares. In 2021, no bonus shares will be given and no accumulation fund will be converted into share capital.
(2) As of December 31, 2021, the total share capital of the company is 1007053874 shares. Based on this calculation, the total cash dividend to be distributed is 100705400 yuan (including tax), and the remaining undistributed profits are carried forward to the distribution of the next year.
If the share capital changes after the board of directors deliberates the profit distribution plan, the total amount of distribution will be adjusted according to the principle that the amount of cash dividend distributed per share remains unchanged.
Voting results: 6 in favor, 0 against and 0 abstention.
Independent directors have expressed independent opinions. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
5. Deliberated and passed the proposal on the renewal of the company’s audit institution in 2022;
It is agreed that the company will continue to employ Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 to audit the company and its subsidiaries. The specific audit fee shall be determined by the management authorized by the general meeting of shareholders through consultation with the audit institution according to the actual business and market conditions of the company.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on renewing the appointment of accounting firms on the; Independent directors made prior approval and expressed independent opinions. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
6. Deliberated and passed the proposal on the self evaluation report on internal control in 2021;
According to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company’s internal control system and evaluation methods, and based on the daily supervision and special supervision of internal control, the effectiveness of the company’s internal control on December 31, 2021 (the benchmark date of internal control evaluation report) was evaluated. In 2021, the company did not violate the basic norms of enterprise internal control and its supporting guidelines and the company’s internal control system. The self-evaluation of the company’s internal control is comprehensive, true and accurate, which reflects the actual situation of the company’s internal control. Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For the full text of the self-evaluation report on internal control in 2021, the audit report on Blue Sail Medical Co.Ltd(002382) internal control, the verification opinions of Morgan Stanley Securities (China) Co., Ltd. Citic Securities Company Limited(600030) on the self-evaluation report on internal control in 2021 and the independent opinions of the independent directors of the company on this matter, please refer to cninfo.com（ http://www.cn.info.com.cn. ）。
7. Deliberated and passed the proposal on the completion of performance commitments of Wuhan bikele rescue supplies Co., Ltd. in 2021;
As of December 31, 2021, Wuhan bikele rescue supplies Co., Ltd. has achieved a cumulative net profit of RMB 1281076 million, and the cumulative completion rate of performance commitments is 188.28%. The achievement of performance commitments has been specially audited by Ernst & Young Huaming Certified Public Accountants (special general partnership).
There were no affirmative votes and 6 abstentions.
Notes on the completion of performance commitments of Wuhan bikele rescue supplies Co., Ltd. in 2021, audit report of Blue Sail Medical Co.Ltd(002382) on the implementation of performance commitments of purchasing assets with raised funds in 2020 in 2021 The full text of the verification opinions of Morgan Stanley Securities (China) Co., Ltd. Citic Securities Company Limited(600030) on the implementation of the performance commitment of Blue Sail Medical Co.Ltd(002382) 2020 public issuance of convertible corporate bonds in 2021 is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
8. Deliberated and passed the proposal on the special report on the actual storage and use of raised funds in 2021;
The board of Directors believes that the disclosure of the actual storage and use of the company’s raised funds in 2021 is consistent with the actual use, in line with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, and there is no untimely, true, accurate and complete disclosure, or illegal use of raised funds.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The special report on the actual deposit and use of raised funds in 2021, the verification report on the deposit and use of Blue Sail Medical Co.Ltd(002382) raised funds, Morgan Stanley Securities (China) Co., Ltd. Citic Securities Company Limited(600030) special verification opinions on the deposit and use of Blue Sail Medical Co.Ltd(002382) raised funds in 2021 and the independent opinions issued by the independent directors are detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
9. Deliberated and passed the proposal on the remuneration scheme of directors, supervisors and senior managers in 2022; 9.1 remuneration scheme for non independent directors
Agree that non independent directors holding management positions in the company will receive remuneration according to their management positions, and will no longer receive remuneration for directors separately; The remuneration standard of Mr. Li Zhenping, a non independent director who does not hold a management position in the company, remains unchanged. Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Among them, the directors Ms. Liu Wenjing, Mr. Li Zhenping and Mr. Zhong Shuqiao have avoided voting.
9.2 remuneration scheme of independent directors
It is agreed that the allowance for independent directors of the company is RMB 100000 / year (before tax).
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes. Among them, Mr. Liu Shengjun, Mr. Dong Shukui and Mr. Miyamoto have avoided voting.
9.3 remuneration scheme of supervisors
Agree that supervisors holding management positions in the company will receive remuneration according to their management positions, and will not receive remuneration for supervisors separately; Supervisors who do not hold management positions in the company shall not receive remuneration in the company.
Voting results: 6 in favor, 0 against and 0 abstention.
9.4 remuneration scheme for senior managers
It is agreed that the senior management of the company will receive salary according to the specific management positions they hold in the company and the relevant salary regulations of the company. Their salary includes basic salary and performance salary. The basic salary will be paid every month according to the standard, and the performance salary will be paid at the end of the year according to the achievement of performance in 2022 and the value creation of the company’s operation and development.
Voting results: 5 affirmative votes, 0 negative votes and 0 abstention votes. Mr. Zhong Shuqiao, the director, has withdrawn from voting. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com, the information disclosure media designated by the company（ http://www.cn.info.com.cn. ）Announcement on the remuneration scheme of directors, supervisors and senior managers in 2022; Independent directors have expressed independent opinions. See cninfo.com for details（ http://www.cn.info.com.cn. ）。
10. Deliberated and passed the proposal on the provision for impairment of goodwill;
In 2021, the company made a provision for goodwill impairment of RMB 16984498 million for goodwill formed by the acquisition of CB cardio holdings II Limited and CB cardio Holdings vlimited. The impairment loss was included in the company’s profit and loss in 2021, resulting in a decrease of RMB 16984498 million in the net profit attributable to shareholders of listed companies in the company’s consolidated statements in 2021.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the provision for impairment of goodwill; Blue Sail Medical Co.Ltd(002382) the recoverable value of the asset group portfolio of goodwill after the acquisition of CBCH II and CBCH V involved in the goodwill impairment test for the purpose of financial report
