Blue Sail Medical Co.Ltd(002382)
Independent opinions of independent directors on matters related to the 22nd Meeting of the 5th board of directors
As an independent director of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as the “company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board and the requirements of Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”), We express our independent opinions on the matters related to the 22nd Meeting of the 5th board of directors as follows:
1、 The special instructions and independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties are in accordance with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (Zheng Jian Fa [2003] No. 56) issued by the CSRC According to the relevant provisions and requirements of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies (zjf [2022] No. 26), we have carefully reviewed the capital occupation and external guarantees of the company’s controlling shareholders and other related parties. After review, we have made special explanations and issued independent opinions as follows:
1. There is no illegal occupation of the company’s funds by controlling shareholders and other related parties;
2. As of December 31, 2021, the company and its subsidiaries have no external guarantee (excluding the guarantee between the company and its subsidiaries); The guarantee balance of the company to its subsidiaries is RMB 1082955 million (the foreign currency guarantee balance is translated according to the exchange rate published by the central bank on December 31, 2021), accounting for 10.28% of the audited net assets of the company on December 31, 2021; The guarantee balance of subsidiaries to the company and subsidiaries is 966558400 yuan (the foreign currency guarantee balance is translated according to the exchange rate published by the central bank on December 31, 2021), accounting for 9.17% of the audited net assets of the company on December 31, 2021.
We believe that the company complies with the provisions and requirements of various laws and regulations and the articles of association in terms of external guarantee and capital transactions with related parties, and there are no violations and acts that damage the rights and interests of the company and minority shareholders. In the future, the company shall continue to strictly abide by the decision-making procedures of external guarantee and timely perform the obligation of information disclosure of external guarantee in strict accordance with the company law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the articles of association.
On the premise of, taking into account the development needs of the company and the interests of shareholders. In accordance with the articles of association and the shareholder return plan for the next three years (20192021), we agree to the company’s profit distribution plan for 2021 and submit it to the company’s 2021 annual general meeting for deliberation.
3、 Independent opinion on the renewal of the company’s audit institution in 2022
After verification, Ernst & Young Huaming Certified Public Accountants (special general partnership) (hereinafter referred to as “Ernst & Young Huaming”) has rich audit experience of listed companies and sufficient independence and professionalism, and is able to express audit opinions in a fair and objective manner in the process of providing annual audit services for the company. The procedures for the company to renew the appointment of audit institutions comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. Therefore, we agree to renew the appointment of an Yonghua Ming as the company’s audit institution in 2022 for one year, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
4、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
In accordance with the relevant provisions of the rules for independent directors of listed companies, the independent director system and other rules and regulations, as an independent director of the company, we express the following independent opinions on the self-evaluation report of the board of directors on the company’s internal control in 2021: we believe that the company has established a relatively perfect internal control system, All internal control systems comply with the relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies. The implementation of the internal control system is effective and the operation of the company is standardized and healthy. The 2021 internal control self evaluation report of the board of directors objectively and truly reflects the construction and operation of the company’s internal control system.
5、 Independent opinions on the special report on the actual storage and use of raised funds in 2021
We have checked the special report on the deposit and use of raised funds in 2021 and believe that the content of the report truly and objectively reflects the actual situation of the company’s deposit and use of raised funds in 2021; The deposit and use of the raised funds of the company in 2021 comply with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the use and management of the raised funds of listed companies, there is no violation of the relevant provisions on the use and management of the raised funds, and there is no damage to the interests of the company and shareholders.
6、 Independent opinions on the remuneration scheme of directors, supervisors and senior managers in 2022
According to the salary level of the industry and region in which the company is located, combined with the actual situation of the company’s operation and development, the realization of the public is in line with the interests of investors, and it is agreed to submit this proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Independent opinions 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. 8、 Independent opinions on the estimated amount of external donations of the company in 2022
The company’s external donation is in line with the practice of listed companies to actively fulfill their social responsibilities and give back to the society, meets the requirements of the company’s business purpose and values, and is conducive to further improving the company’s social image and influence. The deliberation and voting procedures of external donations comply with the provisions of relevant laws and regulations and the articles of association, do not have a significant impact on the current and future financial status and operating results of the company, and do not damage the interests of the company and shareholders, especially small and medium-sized shareholders. Because we agree that the company’s external donation in 2022 is expected to be no more than RMB 10 million.
9、 Independent opinions on by election of non independent directors
We have reviewed Mr. Yu Suhua’s resume and relevant materials, and believe that he has the qualification and ability to perform the duties of directors of listed companies. There are no circumstances in which he is not allowed to serve as a director as stipulated in the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of main board listed companies and the articles of association, Those who have not been punished by the CSRC and other relevant departments or disciplined by the stock exchange are not “dishonest persons”; The nomination procedure complies with the provisions of the company law, the articles of association and other normative documents.
Therefore, we agree to nominate Mr. Yu Suhua as a candidate for non independent director of the 5th board of directors of the company and agree to submit it to the general meeting of shareholders of the company for deliberation. 10、 Independent opinions on the appointment of senior managers
After verification, we believe that Mr. Cui Yuntao, Ms. Huang Jie, Mr. Zhang Mucun and Mr. Zhang Yongchen meet the requirements for the qualifications of senior managers of listed companies, and their work experience and professional ability meet the requirements for relevant positions of the company; The appointment procedure is in line with the provisions of the company law, the articles of association and other normative documents, and there is no such situation as not being allowed to serve as the company’s senior management personnel as stipulated in the company law and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, or being identified as a market prohibited person by the CSRC and not yet lifted. After verification on the website of the Supreme People’s court, none of the above-mentioned persons belongs to the person subject to execution for breach of faith.
In conclusion, we agree that the company appoints Mr. Cui Yuntao as the vice president and chief financial officer of the company, and Ms. Huang Jie, Mr. Zhang Mucun and Mr. Zhang Yongchen as the vice presidents of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the Fifth Board of directors.
(there is no text below, and the signature page is attached)
(there is no text on this page, which is the signature page of Blue Sail Medical Co.Ltd(002382) independent directors’ independent opinions on matters related to the 22nd Meeting of the 5th board of directors)
Signature of independent director:
Liu Shengjun, Dong Shukui, Gong bengao
April 12, 2002
