Blue Sail Medical Co.Ltd(002382) the audit report on the implementation of the 2021 performance commitment of purchasing assets with raised funds in 20202021
Commitment on the performance of purchasing assets with raised funds in 2020
Review report on the implementation statement in 2021
Ernst & Young Huaming (2022) ZZ No. 61519262j04 Blue Sail Medical Co.Ltd(002382) Blue Sail Medical Co.Ltd(002382) board of directors:
We have accepted the entrustment to review the attached statement of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as "your company" or " Blue Sail Medical Co.Ltd(002382) ") on the completion of performance commitment of Wuhan bikele rescue supplies Co., Ltd. in 2021 on the basis of auditing the 2021 profit statement and relevant notes to the profit statement of Wuhan bikele rescue supplies Co., Ltd., the underlying asset purchased by Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as "your company" or " Blue Sail Medical Co.Ltd(002382) ").
In accordance with the requirements of the measures for the administration of major asset restructuring of listed companies (Order No. 166 of the China Securities Regulatory Commission), the management of your company is responsible for preparing the Blue Sail Medical Co.Ltd(002382) s explanation on the completion of the 2021 performance commitments of Wuhan bikaier rescue supplies Co., Ltd., to ensure that its contents are true, accurate and complete, and that there are no false records, misleading statements or major omissions.
Our responsibility is to give audit opinions on the statement of Blue Sail Medical Co.Ltd(002382) on the completion of performance commitments of Wuhan bikele rescue supplies Co., Ltd. in 2021 on the basis of audit. We conducted the audit in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business in the audit or review of historical financial information. The standard requires us to abide by the code of professional ethics for Chinese certified public accountants, plan and implement the audit work, so as to obtain reasonable assurance about whether there is any material misstatement in the Blue Sail Medical Co.Ltd(002382) statement on the completion of performance commitments of Wuhan bikele rescue supplies Co., Ltd. in 2021. In the process of carrying out the audit work, we have implemented the audit procedures we consider necessary, such as checking the accounting records. We believe that our audit work provides a reasonable basis for expressing opinions.
We believe that Blue Sail Medical Co.Ltd(002382) the statement on the completion of 2021 performance commitments of Wuhan bikele rescue supplies Co., Ltd. is prepared in accordance with the provisions of the measures for the administration of major asset restructuring of Listed Companies in all major aspects.
This special instruction is only used by Blue Sail Medical Co.Ltd(002382) for the disclosure of 2021 annual report and is not applicable to other purposes.
2021 year of commitment on the performance of purchasing assets with raised funds in 2020
Audit report of implementation description
Ernst & Young Huaming (2022) ZZ No. 61519262j04 Blue Sail Medical Co.Ltd(002382) (no text on this page)
Ernst & Young Huaming Certified Public Accountants (special general partnership) Chinese certified public accountant: Li Huihua
Chinese certified public accountant: Gao Jie
Beijing, China April 12, 2022
Blue Sail Medical Co.Ltd(002382) about Wuhan bikele rescue supplies Co., Ltd
Description on the completion of performance commitments in 2021
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 Blue Sail Medical Co.Ltd(002382) public issuance of convertible corporate bonds (zjxk [2020] No. 710) issued by the 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", the face value of each is 100 yuan, and the total issued amount is 3144040000 yuan, After deducting the underwriting fee, recommendation fee, audit fee, lawyer fee, information disclosure fee and other issuance expenses of 362294 million yuan, 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 or the net profit after deducting non recurring profits and losses, whichever is lower)
Number of performance commitments actual achievement of performance commitments completion rate of performance commitments accumulated (10000 yuan) (10000 yuan) (%) completion rate (%) 2027 Jiangsu Zhongchao Holding Co.Ltd(002471) 09 121.91 121.912268001161495 512.12 327.96 in 20192509.00 (127528) (50.83) in 2021188.28 the net loss of the subject company in 2021 (after deducting non recurring profits and losses) was RMB 127528 million, which did not reach the promised net profit of the current year. As of December 31, 2021, the cumulative net profit of the subject company was RMB 1281076 million, with a cumulative completion rate of 188.28%.
This special note was deliberated and adopted at the 22nd Meeting of the 5th board of directors of the company on April 12, 2022. Legal representative: Liu Wenjing person in charge of Accounting: Sun Chuanzhi Blue Sail Medical Co.Ltd(002382) April 12, 2022
