Special verification opinions of Morgan Stanley Securities (China) Co., Ltd. and Citic Securities Company Limited(600030) Co., Ltd. on the deposit and use of raised funds 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. According to 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, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business And other relevant laws and regulations, carefully and prudently checked the deposit and use of the company’s raised funds in 2021. The details of verification are as follows:
1、 Basic information of raised funds
(I) amount and time of funds raised
With the approval of the reply on approval of Blue Sail Medical Co.Ltd(002382) public issuance of convertible corporate bonds (zjxk [2020] No. 710) issued by the China Securities Regulatory Commission on May 19, 2020, Blue Sail Medical Co.Ltd(002382) publicly issued convertible corporate bonds with a total face value of 314404 million yuan, with a term of 6 years, the total amount of funds raised is 314404 million yuan, and the actual net amount of funds raised after deducting the issuance expenses is 31078106 million yuan. Daxin certified public accountants Co., Ltd. verified the availability of funds raised by the company through the issuance of convertible corporate bonds and issued the capital verification report (dxyz [2020] No. Anhui Anke Biotechnology (Group)Co.Ltd(300009) ). (II) use amount and year-end balance of raised funds in the current year
In 2021, the company used 3892457 million yuan of raised funds; As of December 31, 2021, the balance of raised funds was 560747 million yuan (including some interest), and the accumulated use of raised funds was 3063003 million yuan. As of December 31, 2021, the use amount and balance of the raised funds are as follows:
Unit: 10000 yuan
Project amount
Net amount of raised funds (310781)
Project amount
Plus: accumulated interest income, wealth management income, exchange gains and losses and 112845 net handling charges (b)
Net amount replaced and used of raised investment projects (c) 30630203
Including: acquisition of 100% equity of NVT AG, an interventional aortic valve company, 12326120 and supplementary working capital project
Acquisition of 6.63% minority equity project of CBCH II 4367600
Phase III annual output of 2 billion pieces of health protection (new gloves) project 1778419
Annual output of 4 billion PVC health protective gloves project 2941217
Acquisition of 100% equity of Wuhan bikele project 2327468
Repayment of bank loan 3200000
Supplementary working capital 3689379
Year end balance of raised funds (d) 560747
Where: D = a + B-C
2、 Deposit and management of raised funds
(I) management of raised funds
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws, regulations and normative documents, the company has formulated the Blue Sail Medical Co.Ltd(002382) raised funds management system (hereinafter referred to as the “raised funds management system”), and set up a strict authority approval system for the use of raised funds to ensure that special funds are used for special purposes.
On May 6, 2020, the first meeting of the 5th board of directors of the company deliberated and approved the proposal on the establishment of special fund-raising accounts and relevant authorization by the company and its subsidiaries, and agreed that the company and its subsidiaries bluesailnew valve technology HK Limited and Shandong lanfan new materials Co., Ltd. planned to establish seven special fund-raising accounts in Bank Of China Limited(601988) Zibo Linzi sub branch, It is used for the storage, use and management of supporting funds raised by the company’s public issuance of convertible corporate bonds (hereinafter referred to as “convertible bonds”).
The company and its subsidiaries bluesail new valve technology HK Limited, Shandong lanfan New Material Co., Ltd., the sponsor Morgan Stanley Huaxin Securities Co., Ltd. 1, Citic Securities Company Limited(600030) and Bank Of China Limited(601988) Zibo Linzi sub branch, Bank Of China Limited(601988) (Hong Kong) Co., Ltd. signed the tripartite supervision agreement on raised funds, and the company opened seven special accounts in the above banks to store the raised funds.
Bank account name deposit bank account number item category
Bank account name deposit bank account number item category
Blue Sail Medical Co.Ltd(002382) shares Bank Of China Limited(601988) shares
Limited Company Zibo Linzi 242941731156 for receiving raised funds
Sub branch
Bluesail new 012875-20423678 acquisition of interventional aortic valve company
Valve Bank Of China Limited(601988) (Hong Kong) (HK $), nvtag100% equity and supplementary Technology Co., Ltd. 012875-20423681 operating capital project
HK Limited (foreign currency)
Blue Sail Medical Co.Ltd(002382) shares acquisition of Agricultural Bank Of China Limited(601288) shares in China
Zibo 1523310104 Zynp Corporation(002448) 6 cbcardioholdings II Limited 6 63% minority equity project of Linzi sub branch
Blue Sail Medical Co.Ltd(002382) Co., Ltd. Bank Of Communications Co.Ltd(601328) Co., Ltd. has 37389999101 Wuhan Zhongyuan Huadian Science And Technology Co.Ltd(300018) 99 phase III annual output of 2 billion sticks. Zibo Linzi 42 (new gloves) project of health protection Co., Ltd
Sub branch
Shandong lanfan new material China China Minsheng Banking Corp.Ltd(600016) shares with an annual output of 4 billion pieces of PVC health protective material Co., Ltd. Jinan 632098968 glove project
branch
Blue Sail Medical Co.Ltd(002382) Qingdao rural commercial bank 206 Dare Power Dekor Home Co.Ltd(000910) 4205 Csg Holding Co.Ltd(000012) repayment of bank loans and replenishment of working capital 662 project of Bank Co., Ltd
Zhangqiu sub branch
Blue Sail Medical Co.Ltd(002382) shares Industrial Bank Co.Ltd(601166) shares have 379020100100075495 acquisition of 100% equity of Zibo Branch of Wuhan bikaier rescue supplies Co., Ltd
(II) storage of raised funds in special account
As of December 31, 2021, the deposit of the company’s raised funds in the special account for raised funds of each bank is as follows (including deposit interest and financial management income):
Deposit of raised funds
Bank account name deposit bank account number item category deposit balance (10000 yuan)
Blue Sail Medical Co.Ltd(002382) shares Bank Of China Limited(601988) shares are used to receive the offer
Limited Company Zibo 242941731156 capital 0.00 has been cancelled Linzi sub branch
Bluesail new 012875-2-042 acquisition intervention initiative
Valve Bank Of China Limited(601988) (Hong Kong dollar 367-8), pulse valve company
Technology HK (Hong Kong) Co., Ltd. 012875-2-042 nvtag100% 0.00 has cancelled limited 368-1 (foreign currency) equity and supplementary business
Transportation Fund Project
Acquisition
Blue Sail Medical Co.Ltd(002382) shares owned by China Agricultural Bank Of China Limited(601288) 152331010400 cbcardioholdi
Limited liability company 24486 ngsiilimited6 6.00 the minority equity of 3% of Zibo Linzi sub branch has been cancelled
project
Blue Sail Medical Co.Ltd(002382) shares Bank Of Communications Co.Ltd(601328) shares 373899991013 phase III annual output of 20
Limited Company Zibo 000189942 billion pieces of health protection 0.00 has been cancelled Linzi sub branch (new gloves)
Deposit of raised funds
Bank account name deposit bank account number item category deposit balance (10000 yuan)
order
Shandong lanfan new material China China Minsheng Banking Corp.Ltd(600016) with an annual output of 4 billion pieces
Co., Ltd. 632098968 PVC health protection 0.00 has been cancelled the glove project of Jinan Branch
Blue Sail Medical Co.Ltd(002382) shares have Qingdao rural business 206 Dare Power Dekor Home Co.Ltd(000910) 420 to repay bank loans
Limited company Bank Co., Ltd. 5 Csg Holding Co.Ltd(000012) 662 and supplementary working capital of 0.00 have been cancelled the company’s Zhangqiu sub branch gold project
Industrial Bank Co.Ltd(601166) shares acquire Wuhan bikai
Blue Sail Medical Co.Ltd(002382) Co., Ltd. Zibo 379020100100 Er rescue supplies Co., Ltd. 560747 current deposit Co., Ltd. Branch
