Blue Sail Medical Co.Ltd(002382)
Report of the board of supervisors in 2021
In 2021, the board of supervisors of the company strictly followed the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other laws and regulations, as well as the requirements of the regulatory authorities, the Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of the board of supervisors, Earnestly perform the supervision duties from the perspective of earnestly safeguarding the interests of the company and the rights and interests of all shareholders, especially the rights and interests of minority shareholders. The supervisors of the company attended all the board of directors and shareholders’ meetings in 2021 as nonvoting delegates, and believed that the board of directors earnestly implemented the resolutions of the shareholders’ meeting, faithfully fulfilled the obligation of good faith, and did not harm the interests of the company and shareholders. All resolutions of the board of directors met the requirements of the company law and other laws and regulations and the articles of association. The board of supervisors of the company shall perform its duties in accordance with the law with the attitude of being responsible to shareholders.
1、 Affairs of the board of supervisors during the reporting period
(I) attendance at the board of directors and general meeting of shareholders as nonvoting delegates
In 2021, the board of supervisors of the company attended 10 meetings of the board of directors and 4 meetings of shareholders as nonvoting delegates, and believed that the convening, convening, attendance and decision-making procedures of the board of directors and the general meeting of shareholders were in line with the provisions of the company law, the Securities Law and the articles of association, and the resolutions made were legal and effective; At the same time, the board of directors earnestly implemented the resolutions of the general meeting of shareholders, exercised the rights conferred by the law and shareholders in accordance with the law, and did not commit any act detrimental to the interests of the company and shareholders; There are no violations.
(II) meetings of the board of supervisors
In 2021, the board of supervisors held 9 meetings, the main contents of which are as follows:
1. On February 5, 2021, the 10th meeting of the 5th board of supervisors of the company was held. The meeting deliberated and adopted the proposal on not redeeming “lanfan convertible bonds” in advance.
2. On March 30, 2021, the 11th meeting of the 5th board of supervisors of the company was held. The meeting deliberated and adopted the proposal on foreign investment and related party transactions.
3. On April 27, 2021, the 12th meeting of the 5th board of supervisors of the company was held. The meeting deliberated and passed the proposal on the report of the board of supervisors in 2020, the proposal on the annual report and summary in 2020, the proposal on the final financial report in 2020, the plan on the profit distribution of the company in 2020, the proposal on the renewal of the company’s audit institution in 2021 The proposal on the self-evaluation report on internal control in 2020, the proposal on the special explanation on the realization of 2020 and accumulated profit commitments of the target company of major asset restructuring, the proposal on the explanation on the completion of 2020 performance commitments of Wuhan bikele rescue supplies Co., Ltd., and the proposal on the special report on the actual storage and use of raised funds in 2020 The proposal on the change of the company’s accounting policies, the proposal on the formulation of the shareholder return plan for the next three years (20222024), the proposal on the realization of the performance commitment of the underlying assets of major asset restructuring and the impairment test at the expiration of the commitment period, and the proposal on the provision for goodwill impairment.
4. On April 29, 2021, the 13th meeting of the 5th board of supervisors of the company was held. The meeting deliberated and adopted the proposal on the report of the first quarter of 2021.
5. On May 17, 2021, the 14th meeting of the 5th board of supervisors of the company was held. The meeting deliberated and adopted the proposal on performance compensation scheme for the subject matter of major asset restructuring.
6. On July 1, 2021, the 15th meeting of the 5th board of supervisors of the company was held. The meeting considered and passed the proposal on adjusting the amount of connected transactions and adding the implementation subject and amount of connected transactions, and the proposal on closing some raised investment projects and replenishing the surplus raised funds for a long time.
7. On August 30, 2021, the 16th meeting of the 5th board of supervisors of the company was held. The meeting considered and passed the proposal on the semi annual report and summary of 2021, the proposal on the special report on the deposit and use of raised funds in the semi annual of 2021, the proposal on the daily connected transactions between new subsidiaries and related parties Proposal on closing some raised investment projects and permanently replenishing the surplus raised funds with working capital.
8. On October 26, 2021, the 17th meeting of the 5th board of supervisors of the company was held. The meeting considered and passed the proposal on the third quarter report of 2021 and the proposal on the proposed internal reorganization.
9. On December 10, 2021, the 18th meeting of the 5th board of supervisors of the company was held. The meeting considered and passed the proposal on the company and its subsidiaries to carry out daily connected transactions with related parties in 2022, the proposal on using idle raised funds to purchase financial products in 2022, and the proposal on the proposed change of accounting firm Proposal on the implementation of employee equity incentive scheme and related party transactions by wholly owned subsidiaries.
2、 Supervision opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors conscientiously performed its duties and comprehensively supervised the company’s legal operation, operation and management, financial status, duty performance of directors and senior managers, related party transactions and other aspects. The opinions of the board of supervisors on relevant matters in 2021 are as follows:
1. Legal operation of the company
(1) According to relevant national laws and regulations and the articles of association, after inspection, the board of supervisors believes that the decision-making procedures of the company during the reporting period were legal, a good internal control system was established, and the directors and senior managers of the company did not violate laws and regulations, the articles of association or damage the interests of the company when performing their duties. The general meeting of shareholders and the meeting of the board of directors are convened and held in accordance with the procedures specified in relevant laws, regulations and the articles of association, and the contents of relevant resolutions are legal and effective.
(2) The members of the board of directors and senior managers of the company can faithfully and diligently perform their duties in accordance with relevant national laws, administrative regulations and the articles of association. The board of directors fully implemented the resolutions of the general meeting of shareholders, and the senior managers earnestly implemented the resolutions of the board of directors. During the reporting period, no directors and senior managers of the company were found to have violated laws, regulations, the articles of association and harmed the interests of the company and shareholders when performing their duties and exercising their powers. 2. Check the company’s financial situation
In 2021, the board of supervisors carefully inspected the company’s financial system, internal control system and financial status, and considered that the company’s current internal control system of financial accounting is relatively sound, the financial status is good, the asset quality is excellent, and the recognition and measurement of income, expenses and profits are true and accurate. Ernst & Young Huaming Certified Public Accountants (special general partnership) issued a standard unqualified audit report on the company’s 2021 financial report, and determined that the company’s accounting report complies with the relevant provisions of the accounting standards for companies, and truly, accurately and completely reflects the company’s financial status, operating results and cash flow.
3. Check the related party transactions of the company
In 2021, the related party transactions between the company and related parties comply with the principles of fairness, impartiality and openness. Both parties strictly perform their rights and obligations, timely announce the relevant daily related party transactions, and fulfill the obligation of information disclosure. No insider trading and damage to the interests of the company and shareholders’ rights and interests were found in the related party transaction contracts, agreements and other relevant documents involved in this year. During the deliberation and voting of the above related party transactions, the board of supervisors supervised the related directors to avoid voting, so the board of supervisors held that the company’s related party transactions were fair, the pricing basis was sufficient, the pricing level was reasonable, and did not harm the interests of the listed company, especially the minority shareholders.
4. Establishment and implementation of insider information management system
In daily work, the company can do a good job in the registration, filing and management of internal and external insiders in accordance with the relevant provisions of the registration and filing system for insiders of inside information, strictly abide by the provisions of the relevant confidentiality system, conduct the registration and self inspection of insiders on major matters such as regular reports, and report the relevant files of insiders of inside information as required to prevent insider trading, Keep major issues confidential.
During the reporting period, no disclosure of inside information was found, and the insider’s use of inside information to buy and sell the company’s shares before the disclosure of major sensitive information affecting the company’s share price was not investigated and rectified by the regulatory authorities for the above reasons.
5. External investment of the company
During the reporting period, foreign investment was as follows:
(1) Matters concerning foreign investment in Nanjing wofuman Medical Technology Co., Ltd. and related party transactions
On March 30, 2021, the 12th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors deliberated and adopted the proposal on foreign investment and related party transactions. It is agreed that the company, the chairman Ms. Liu Wenjing, the director Mr. Li Zhenping and the director, vice president and chief financial officer Mr. Sun Chuanzhi jointly invest a total of 172 million yuan to participate in the ongoing equity financing of Nanjing wofuman Medical Technology Co., Ltd. (hereinafter referred to as “wofuman medical”), and subscribe for the newly increased registered capital of 8107048 yuan of wofuman medical, corresponding to 16.38% of its equity after the completion of this round of financing.
This transaction is conducive to further enrich the product structure and business level, is expected to have a positive boost to the company’s business development, create new growth points for the company’s operating performance, lay a solid foundation for the company’s sustainable and healthy development in the future, and seek to obtain the return of equity investment in the future.
(2) The “7.5 billion pieces / year health protection (new gloves) project” was completed
On April 29, 2021, the company announced that the first phase of the “30 billion pieces / year health protection (nitrile) gloves project” with an annual output of 7.5 billion pieces of health protection (nitrile gloves) project production line was completed and put into operation.
The completion and operation of the “7.5 billion pieces of health protection (nitrile gloves) project” is conducive to further improve the production capacity of the company’s medical and protective gloves and enhance the company’s industrial competitiveness; At the same time, it will consolidate the business layout of low and medium-sized consumables and ensure the stable growth of the current business and the health-related products, so as to achieve better coordination with the follow-up business and reduce the risk of the project.
(3) The “high-end health protection nitrile gloves project with an annual output of 10 billion pieces / year” was completed
On July 16, 2021, the company announced the completion and operation of some production lines of phase I (10 billion pieces / year) of “20 billion pieces / year high-end health protection nitrile gloves project”.
The completion and operation of the “10 billion pieces / year high-end health protection nitrile gloves project” can give full play to the company’s core competitive advantages, further improve the company’s production capacity of medical and protective gloves and enhance the company’s industrial competitiveness; At the same time, the project will achieve better coordination with the existing medical and health protection products, consolidate the business layout of medium and low value consumables, improve the brand effect of “protection = blue sail”, further improve the company’s brand influence and industry competitiveness, and reduce the operation risks of relevant businesses. At the same time, the company’s medical and protective gloves business will further expand, enrich product categories, improve output and income, and ensure the stable growth of subsequent performance.
6. On the issue of shares and the payment of cash for the purchase of assets and the raising of supporting funds and the performance compensation of the performance commitment Party of related party transactions in 2020
According to the profit forecast compensation agreement on CB cardioholdings II Limited signed with Zibo lanfan Investment Co., Ltd. (hereinafter referred to as “lanfan investment”) and Li Bing Yung, Thomas Kenneth Graham and Wang Dan during the company’s major asset restructuring, According to the profit forecast compensation agreement on CB cardio holdings V Limited signed with Beijing Xinyu Investment Center (limited partnership) (hereinafter referred to as “Beijing Xinyu”), the target company CB cardio holdings II Limited (hereinafter referred to as “CBCH II”) failed to fulfill its performance commitment in 2020. The company held the 15th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors on May 17, 2021, The 2020 annual general meeting of shareholders was held on June 8, 2021, which deliberated and passed the proposal on the performance compensation scheme for the subject of major asset restructuring. The Company repurchased and cancelled 23361227 shares of the company held by lanfan investment and 24787109 shares of the company held by Beijing Xinyu at a total price of 1 yuan. Lanfan investment and Beijing Xinyu returned the dividends corresponding to the compensation shares at the same time, which were 3.1771 million yuan and 3.371 million yuan respectively, Li Bing Yung, Thomas Kenneth Graham and Wang Dan compensated the company with USD 1613200, USD 128800 and USD 96600 in cash respectively. The total amount of the above performance compensation and compensation shares is 1.096 billion yuan, which is included in the financial assets measured at fair value and whose changes are included in the current profit and loss, which has been implemented in June 2021.
7. Matters concerning the use of funds raised by public issuance of convertible corporate bonds
On December 4, 2020, the 10th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors deliberated and adopted the proposal on using idle raised funds to purchase financial products in 2021. Without affecting the progress of raised investment projects, the company (including its wholly-owned subsidiaries) plans to use idle raised funds with an amount of no more than 200 million yuan to purchase financial products with high safety The validity period of financial products with good liquidity is one year from the date of deliberation and approval by the board of directors. The investment period of a single financial product shall not exceed 12 months. Within the above limit and time limit, the funds can be used on a rolling basis. As of December 31, 2021, the company has not used idle raised funds to purchase the balance of financial products, and the investment income obtained in 2021 was 2.9393 million yuan.
On April 27, 2021, the company held the 13th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors. On June 8, 2021, the company held the 2020 annual general meeting of shareholders for review
