Assurance report on the deposit and use of Blue Sail Medical Co.Ltd(002382) raised funds December 31, 2021
Verification report on the deposit and use of raised funds
Ernst & Young Huaming (2022) ZZ No. 61519262j03 Blue Sail Medical Co.Ltd(002382) Blue Sail Medical Co.Ltd(002382) board of directors:
We are entrusted to verify the attached special report on the deposit and use of raised funds in Blue Sail Medical Co.Ltd(002382) 2021 ("special report on raised funds"). It is the responsibility of Blue Sail Medical Co.Ltd(002382) board of directors to prepare the special report of raised funds in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange and relevant format guidelines, and ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions. Our responsibility is to give independent assurance opinions on the special report of raised funds on the basis of the implementation of assurance work.
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. The standards require us to plan and implement assurance work to obtain reasonable assurance that there is no material misstatement in the special report on raised funds. In the process of assurance, we have implemented other procedures including understanding, spot check, verification and other procedures we think necessary. We believe that our assurance work provides a reasonable basis for expressing opinions.
We believe that Blue Sail Medical Co.Ltd(002382) the special report on raised funds is prepared in accordance with the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board of Shenzhen Stock Exchange and relevant format guidelines in all major aspects, which truthfully reflects the deposit and use of Blue Sail Medical Co.Ltd(002382) raised funds in 2021.
This report is only used for the 2021 annual report disclosed by Blue Sail Medical Co.Ltd(002382) disclosure, and is not suitable for other purposes.
Verification report on the deposit and use of raised funds (Continued)
Ernst & Young Huaming (2022) ZZ No. 61519262j03 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
Special report on the deposit and use of raised funds in 2021
1、 Basic information of fund raising (I) actual amount of funds raised and funds in place
With the approval of the reply on Approving the public issuance of convertible corporate bonds by Blue Sail Medical Co.Ltd(002382) Co., Ltd. (zjxk [2020] No. 710) issued by the China Securities Regulatory Commission on May 19, 2020, Blue Sail Medical Co.Ltd(002382) Co., Ltd. issued convertible corporate bonds with a total face value of 31440000000 yuan to the public for a period of 6 years. The company shall raise 31404000000 yuan of funds for issuing convertible corporate bonds, and the actual raised funds are 31404000000 yuan. After deducting 2210000000 yuan of underwriting and recommendation fees, the raised funds are 3129400000 yuan, which shall be remitted to the company's account by the lead underwriter China Merchants Securities Co.Ltd(600999) on June 3, 2020. The net amount of the company's legal disclosure fees and other information disclosure fees is RMB 1417884, less the actual issuance fees of the company. The above raised funds have been verified by Daxin Certified Public Accountants (special general partnership) and a capital verification report (dxyz [2020] No. Anhui Anke Biotechnology (Group)Co.Ltd(300009) ) has been issued. (II) use and balance of raised funds
As of December 31, 2021, the use amount and balance of the raised funds are as follows:
Project amount (RMB 10000)
Net proceeds (a) 31078106
Plus: accumulated interest income, financial management income, exchange gains and losses and
Net deduction of handling charges (b) 112845
Net amount replaced and used of raised investment projects (c) 30630203
Including: acquisition of NVT AG, an interventional aortic valve company, 100%
Equity and supplementary working capital items 12326120
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
Special report on the deposit and use of raised funds in 2021 (Continued)
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 Blue Sail Medical Co.Ltd(002382) raised funds management system is formulated, and a strict authority approval system is set for the use of raised funds to ensure that the special funds are used for special purposes.
On May 6, 2020, the first meeting of the 5th board of directors of Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as "the company") deliberated and approved the proposal on the establishment of special accounts for raised funds and relevant authorization by the company and its subsidiaries, and agreed that the company and its subsidiaries bluesail NEW valve technology HK Limited and Shandong lanfan new materials Co., Ltd. planned to establish seven special accounts for raised funds 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 Securities (China) Co., Ltd. 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.
Special report on the deposit and use of raised funds in 2021 (Continued)
2、 Storage and management of raised funds (Continued) (II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds is as follows:
Opening bank account amount of special account for raised funds (RMB yuan) storage method account bank name
Bank Of China Limited(601988) 242941731156 - account cancellation
Zibo Linzi sub branch
Bank Of China Limited(601988) (Hong Kong) Limited 012875-20423678 (HK $), - account cancellation
Company 012875-20423681 (foreign currency)
China Agricultural Bank Of China Limited(601288) Co., Ltd. 1523310104 Zynp Corporation(002448) 6 - account cancellation
Zibo Linzi sub branch company
Bank Of Communications Co.Ltd(601328) 37389999101 Wuhan Zhongyuan Huadian Science And Technology Co.Ltd(300018) 9942 - account cancellation
Zibo Linzi sub branch
China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. 632098968 - account cancellation
Company Jinan Branch
Qingdao Rural Commercial Bank Co., Ltd. 206 Dare Power Dekor Home Co.Ltd(000910) 4205 Csg Holding Co.Ltd(000012) 662 - account cancellation
Co., Ltd. Zhangqiu sub branch
Industrial Bank Co.Ltd(601166) Co., Ltd. 3790201001000754955607470432 current deposit Department Zibo Branch
Total 5607470432
Note: in order to standardize the bank account management and reduce the management cost, the company has completed the account cancellation procedures of the closed special account for raised funds according to law. For details, see the announcement on canceling the special account for raised funds (Announcement No.: 2021087) disclosed by the company on the designated information disclosure media cninfo.com on September 29, 2021.
Special report on the deposit and use of raised funds in 2021 (Continued)
3、 Actual use of raised funds in this year (I) use of funds for investment projects with raised funds
As of December 31, 2021, the actual use of the raised funds is detailed in the comparison table of the use of the raised funds (attached table 1). (II) changes in the place and mode of implementation of the project invested with raised funds
In 2021, there was no change in the implementation place and mode of the project invested by the raised funds. (III) advance investment and replacement of investment projects with raised funds
In 2021, the company did not use the raised funds to replace the early investment of investment projects. (IV) temporary replenishment of working capital with idle raised funds
In 2021, the company did not use idle raised funds to temporarily supplement working capital. (V) cash management with idle raised funds
The 8th meeting of the 5th board of directors and the 7th Meeting of the 5th board of supervisors on October 28, 2020 and the 10th meeting of the 5th board of directors and the 9th meeting of the 5th board of supervisors on December 4, 2020 considered and adopted the proposal on purchasing financial products with idle raised funds and the proposal on purchasing financial products with idle raised funds in 2021 respectively, The company (including its wholly-owned subsidiaries) plans to use idle raised funds with an amount of no more than RMB 200 million to purchase financial products with high safety and good liquidity without affecting the progress of raised investment projects.
As of December 2021, the company has obtained 2.993 million yuan of idle investment income from the purchase of financial products.
Special report on the deposit and use of raised funds in 2021 (Continued)
3、 Actual use of raised funds in this year (Continued) (VI) use of surplus raised funds
The company held the 16th meeting of the 5th board of directors and the 15th meeting of the 5th board of supervisors on July 1, 2021, and deliberated and adopted the proposal on closing some projects invested with raised funds and permanently replenishing the surplus raised funds with working capital, The surplus raised funds of RMB 1579954 million (including part of interest income, and the actual amount shall be subject to the balance of the special account on the day of fund transfer out) after the completion of the project of "acquisition of 100% equity of NVT Ag and supplementary working capital of interventional aortic valve company" will be permanently supplemented with working capital.
On August 30, 2021, the company held the 18th meeting of the 5th board of directors and the 16th meeting of the 5th board of supervisors, deliberated and approved the proposal on closing some raised investment projects and permanently supplementing the surplus raised funds with working capital, and agreed to close the raised investment projects of "phase III annual output of 2 billion pieces of health protection (new gloves) project" and "annual output of 4 billion pieces of PVC health protection gloves project", The total amount of the surplus raised funds is 1197193 million yuan (including part of the interest income), and the actual amount is based on the transfer out of the funds
