Verification opinions of Morgan Stanley Securities (China) Co., Ltd. and Citic Securities Company Limited(600030) Co., Ltd. on the self-evaluation report of internal control in Blue Sail Medical Co.Ltd(002382) 2021
Morgan Stanley Securities (China) Co., Ltd., Citic Securities Company Limited(600030) (hereinafter referred to as “Morgan Stanley Securities”, ” Citic Securities Company Limited(600030) ” or collectively referred to as “sponsor”) as the co sponsor and co lead underwriter of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as ” Blue Sail Medical Co.Ltd(002382) ” or “company”) publicly issuing convertible corporate bonds, has the obligation of continuous supervision to the company. In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the basic norms of enterprise internal control, a special verification was conducted on the self-evaluation report of Blue Sail Medical Co.Ltd(002382) 2021 annual internal control, And issued the following verification opinions:
1、 Important statement
It is the responsibility of the board of directors of the company to establish, improve and effectively implement internal control, evaluate its effectiveness and truthfully disclose the internal control evaluation report in accordance with the provisions of the enterprise’s internal control standard system. The board of supervisors shall supervise the establishment and implementation of internal control by the board of directors. The management is responsible for organizing and leading the daily operation of the enterprise’s internal control. The board of directors, the board of supervisors and the directors, supervisors and senior managers of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this report, and bear individual and joint legal liabilities for the authenticity, accuracy and completeness of the contents of the report.
The objective of the company’s internal control is to reasonably ensure the legal compliance of operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of development strategy. Due to the inherent limitations of internal control, it can only provide reasonable assurance for the realization of the above objectives. In addition, as changes in circumstances may lead to inappropriate internal control or reduced compliance with control policies and procedures, there is a certain risk to speculate the effectiveness of internal control in the future according to the internal control evaluation results.
2、 The company establishes the objectives and principles of internal control
(I) the company’s objective of establishing internal control
Reasonably ensure the legal compliance of enterprise operation and management, asset safety, authenticity and integrity of financial reports and relevant information, improve operation efficiency and effect, and promote the realization of enterprise development strategy.
(II) basic principles for the establishment of the company’s internal control
1. The principle of comprehensiveness. Internal control will run through the whole process of decision-making, implementation and supervision, covering all businesses and matters of the enterprise and its subordinate units.
2. Principle of importance. Focus on important businesses and high-risk areas on the basis of comprehensive control.
3. Principle of checks and balances. Form mutual restriction and supervision in governance institutions, institutional settings, distribution of rights and responsibilities, business processes and other aspects, and take into account the operation efficiency at the same time.
4. Principle of adaptability. The internal control shall adapt to the business scale, business scope, competition status and risk level of the enterprise, and shall be adjusted in time as the situation changes.
5. Cost benefit principle. In the process of internal control design and implementation, weigh the implementation cost and expected benefits to achieve effective control at an appropriate cost.
3、 Internal control evaluation conclusion
According to the identification of major defects in the company’s internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The board of directors of the company believes that the company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
4、 Internal control evaluation
(I) internal control scope
According to the risk oriented principle, the company determines the main units, businesses and matters included in the evaluation scope and high-risk areas. The main units included in the evaluation scope include the parent company, wholly-owned subsidiaries and holding subsidiaries of the company. The total assets of the units included in the evaluation scope account for 100% of the total assets in the company’s consolidated financial statements, and the total operating revenue accounts for 100% of the total operating revenue in the company’s consolidated financial statements.
(1) Blue Sail Medical Co.Ltd(002382) , the main business is health protection business, medical device business and nursing business.
(2) Shandong lanfan new materials Co., Ltd. (hereinafter referred to as “lanfan new materials”), a wholly-owned subsidiary of the company, is mainly engaged in the production of medical devices and rubber products.
(3) Hangzhou lanfan Health Technology Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in trade. (4) Shanghai lanfan Trading Co., Ltd. is a wholly-owned subsidiary of lanfan plastic products trading Co., Ltd.
(5) Lanfan (Shanghai) Asset Management Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in asset management.
(6) Lanfan (Hong Kong) Trading Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in the trade of medical protective articles.
(7) Zibo lanfan protective articles Co., Ltd., a wholly-owned subsidiary of lanfan (Hong Kong) Trading Co., Ltd., is mainly engaged in the production of PVC gloves.
(8) The company is a wholly-owned subsidiary of blueport, which is mainly managed by blueport.
(9) Omni International Corp., a wholly-owned subsidiary of blue sail (USA) Corporation, is mainly engaged in trade.
(10) CB cardio holdings V limited, a wholly-owned subsidiary of the company, is mainly engaged in holding investment.
(11) CB cardio holdings IV limited, a wholly-owned subsidiary of CB cardio holdings V limited, is mainly engaged in holding investment.
(12) CB cardio holdings III limited, a wholly-owned subsidiary of CB cardio holdings IV limited, is mainly engaged in holding investment.
(13) CB cardio holdings II Limited (hereinafter referred to as “CBCH II”), a holding subsidiary of the company, is mainly engaged in holding investment.
(14) CB cardio holdings I limited, a wholly-owned subsidiary of CBCH II, is mainly engaged in holding investment.
(15) The wholly-owned subsidiary of biosheng International Holdings Limited (“biosheng group”), hereinafter referred to as biosheng International Holdings Ltd.
(16) Biosensors Investment Limited, a wholly-owned subsidiary of Parkson international, is mainly engaged in holding investment.
(17) WELLGO Medical Investment Company Limited (HK), a wholly-owned subsidiary of biosensors Investment Limited, is mainly engaged in holding investment.
(18) Shandong Jiwei Medical Products Co., Ltd. (hereinafter referred to as “Jiwei medical”), a holding subsidiary of Parkson international, is mainly engaged in the development, production and sales of medical devices.
(19) Beijing baikanghuijian Medical Technology Co., Ltd., a wholly-owned subsidiary of Jiwei medical, is mainly engaged in trade.
(20) Parkson Medical Technology Co., Ltd., a wholly-owned subsidiary of giver medical, is mainly engaged in marketing and sales of medical devices.
(21) biosensors interactive technologies PTE. Ltd (hereinafter referred to as “bit”), a wholly-owned subsidiary of Parkson international, is mainly engaged in the development, production, assembly and sales of medical devices.
(22) biosensors interactive technologies HK Limited, a wholly-owned subsidiary of bit, is mainly engaged in trade, medical devices and biotechnology.
(23) biosensors Europe SA (hereinafter referred to as “besa”), a wholly-owned subsidiary of bit, is mainly engaged in marketing and selling medical devices and transferring the right to use medical technology patents.
(24) biosensors interactive technologies (Malaysia) Sdn. BHD., a wholly-owned subsidiary of bit, is mainly engaged in marketing and sales of medical devices.
(25) biosensors Korea limited, a wholly-owned subsidiary of bit, is mainly engaged in marketing and sales of medical devices.
(26) biosensors BV, a wholly-owned subsidiary of besa, is mainly engaged in marketing and sales of medical devices.
(27) biosensors Iberia, SL, a wholly-owned subsidiary of besa, is mainly engaged in marketing and sales of medical devices.
(28) biosensors Japan Co., Ltd., a wholly-owned subsidiary of besa, is mainly engaged in marketing and sales of medical devices.
(29) biosensors France S.A.S, a wholly-owned subsidiary of besa, is mainly engaged in marketing and sales of medical devices.
(30) Pt biosensors interactive technologies, a subsidiary controlled by bit, is mainly engaged in marketing and sales of medical devices.
(31) biosensors International USA, Inc., a wholly-owned subsidiary of besa, is mainly engaged in R & D.
(32) biosensors International UK Ltd, a wholly-owned subsidiary of besa, is mainly engaged in the sales of medical devices.
(33) biosensors medical India Private Limited, a wholly-owned subsidiary of besa, is mainly engaged in marketing and sales of medical devices.
(34) bluesail new valve technology HK Limited, a wholly-owned subsidiary of the company, is mainly engaged in investment holding, business consulting and international trade.
(35) Zibo lanfan Boxin Medical Technology Co., Ltd., a wholly-owned subsidiary of Jiwei medical company, is mainly engaged in holding investment.
(36) Shanghai lanfan Boyuan Medical Technology Co., Ltd., a wholly-owned subsidiary of Zibo lanfan Boxin Medical Technology Co., Ltd., is mainly engaged in the development, production and sales of medical devices.
(37) Shanghai lanfan Boao Medical Technology Co., Ltd., a wholly-owned subsidiary of Zibo lanfan Boao Medical Technology Co., Ltd., is mainly engaged in the development, production and sales of medical devices.
(38) NVT AG, a wholly-owned subsidiary of CBCH II, is mainly engaged in the R & D, production and sales of structural heart disease interventional valve products.
(39) NVT GmbH, a wholly-owned subsidiary of NVT AG, is mainly engaged in the production of structural heart disease interventional valve products.
(40) biosensors international Deutschland GmbH, a wholly-owned subsidiary of besa, is mainly engaged in the promotion and distribution / sales of heart valves and other high-tech medical products.
(41) biosensors international Italia SRL, a wholly-owned subsidiary of besa, is mainly engaged in the sales of structural heart disease interventional valve products.
(42) Wuhan bikele rescue supplies Co., Ltd., a wholly-owned subsidiary of the company, is mainly engaged in the wholesale and retail of medical devices.
(43) Hubei Gaode first aid protective articles Co., Ltd., a wholly-owned subsidiary of Wuhan bikele rescue Articles Co., Ltd., is mainly engaged in the production of medical devices.
(44) baokete medical technology (Wuhan) Co., Ltd. is a wholly-owned subsidiary of Wuhan bikele relief products Co., Ltd., mainly engaged in processing trade.
(45) Hubei lanfan nursing supplies Co., Ltd. is a wholly-owned subsidiary of lanfan (Hong Kong) Trading Co., Ltd. its main business is trade.
(46) Shandong lanfan Health Technology Co., Ltd., a wholly-owned subsidiary of lanfan (Hong Kong) Trading Co., Ltd., is mainly engaged in the production of PVC gloves.
(47) bluesail new valve technologyasia limited, a wholly-owned subsidiary of CBCH II, is mainly engaged in holding investment.
(48) bluesail new valve technology Singapore PTE. Ltd., a wholly-owned subsidiary of bluesail new valve technology Asia Limited, is mainly engaged in production and sales.
(49) biosensors International Innovation Center Limited, a wholly-owned subsidiary of bluesail new valvetechnology Asia Limited (HK), is mainly engaged in the research and development of medical products and technologies. (50) Zibo lanfan Boao Medical Technology Co., Ltd., a wholly-owned subsidiary of bluesail new valve technology Asia Limited, is mainly engaged in the sales of medical devices.
(51) Qingdao lanrun Medical Technology Co., Ltd., a holding subsidiary of the company, is mainly engaged in trade. (52) Gaoge medical supplies (Hubei) Co., Ltd., a wholly-owned subsidiary of Wuhan bikele rescue supplies Co., Ltd., is mainly engaged in the production of medical devices and medical masks. The company was incorporated into the scope of merger on January 27, 2021
