Securities code: Blue Sail Medical Co.Ltd(002382) securities abbreviation: Blue Sail Medical Co.Ltd(002382) Announcement No.: 2021015 bond Code: 128108 bond abbreviation: lanfan convertible bond
Blue Sail Medical Co.Ltd(002382)
Announcement of resolutions of the 20th meeting of the 5th board of supervisors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company” or ” Blue Sail Medical Co.Ltd(002382) “) the 20th meeting of the 5th board of supervisors was notified by e-mail on April 1, 2022 and held on site in the second conference room of the company on April 12, 2022. There were 3 supervisors who should attend the meeting and 3 actually attended the meeting. Mr. Zhu Jianhong, chairman of the board of supervisors, presided over the meeting. The meeting was held in accordance with the company law of the people’s Republic of China and the Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”).
2、 Deliberation at the meeting of the board of supervisors
1. Deliberated and passed the proposal on the report of the board of supervisors in 2021;
In 2021, the board of supervisors of the company conscientiously performed its supervisory duties in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws, regulations, departmental rules, normative documents, the articles of association, the rules of procedure of the board of supervisors and other provisions, starting from earnestly safeguarding the interests of the company and the rights and interests of all shareholders, especially the rights and interests of minority shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for the full text of the report of the board of supervisors in 2021（ http://www.cn.info.com.cn. ）。
2. Deliberated and passed the proposal on the annual report and summary of 2021;
After review, the board of supervisors believes that the procedures of the company’s annual report and summary for 2021 prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com for details of the 2021 annual report summary（ http://www.cn.info.com.cn. ）； See cninfo.com for the full text of the 2021 annual report（ http://www.cn.info.com.cn. ）。
3. Deliberated and passed the proposal on the financial statement report of 2021;
The 2021 financial statements of the company have been audited by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued a standard unqualified audit report. The board of supervisors believes that the financial statement prepared by the company objectively and truly reflects the financial situation of the company in 2021.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for details of the 2021 annual financial statement report（ http://www.cn.info.com.cn. ）。
4. Deliberated and approved the plan for profit distribution of the company in 2021;
According to the standard unqualified audit report issued by Ernst & Young Huaming Certified Public Accountants (special general partnership) (Ernst & Young Huaming (2022) SZ No. 61519262j01), the net profit realized by the parent company in 2021 was -1117589800 yuan, plus the undistributed profit at the beginning of the year of 1065919100 yuan, minus 0 yuan of surplus reserve accrued in the current year and 402730600 yuan of profit distribution in 2020, In 2021, the actual profit available for distribution to shareholders of the parent company was -454414 million yuan. In 2021, the net profit attributable to the shareholders of the listed company realized by the company was 11557092 million yuan, and the profit available for distribution in the consolidated statements was 35159434 million yuan.
In accordance with the notice on further implementing matters related to cash dividends of listed companies issued by China Securities Regulatory Commission, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by China Securities Regulatory Commission, the articles of association and the shareholder return plan for the next three years (20192021), and in combination with the actual production and operation situation and future development plan of the company in 2021, The board of directors of the company has formulated the company’s profit distribution plan for 2021, the main contents of which are as follows:
(1) In 2021, the company plans to distribute profits based on the total share capital registered on the date of equity distribution and equity registration. It plans to distribute cash dividends of 1.00 yuan (including tax) to all shareholders for every 10 shares. In 2021, no bonus shares will be given and no accumulation fund will be converted into share capital.
(2) As of December 31, 2021, the total share capital of the company is 1007053874 shares. Based on this calculation, the total cash dividend to be distributed is 100705400 yuan (including tax), and the remaining undistributed profits are carried forward to the distribution of the next year.
If the share capital changes after the board of directors deliberates the profit distribution plan, the total amount of distribution will be adjusted according to the principle that the amount of cash dividend distributed per share remains unchanged.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
5. Deliberated and passed the proposal on the renewal of the company’s audit institution in 2022;
After verification, the board of supervisors believes that Ernst & Young Huaming Certified Public Accountants (special general partnership) can better perform corresponding responsibilities and obligations in the process of auditing the company’s financial reports, and the reports issued can objectively and truly reflect the company’s financial status and operating results. It is agreed that the company will hire Ernst & Young Huaming Certified Public Accountants (special general partnership) as the audit institution of the company in 2022 to audit the company and its subsidiaries.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the renewal of the appointment of accounting firms.
6. Deliberated and passed the proposal on the self evaluation report on internal control in 2021;
The board of supervisors reviewed the self-evaluation report on internal control in 2021 and considered that the company has established a relatively good internal control system and can effectively implement it. The internal audit department and personnel of the company are in place to supervise the implementation of the company’s internal control. The company’s self-evaluation report on internal control in 2021 truly and accurately reflects the actual situation of the company’s internal control.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See cninfo.com for the full text of the 2021 internal control self evaluation report, Morgan Stanley Securities (China) Co., Ltd. Citic Securities Company Limited(600030) verification opinions on Blue Sail Medical Co.Ltd(002382) 2021 internal control self evaluation report（ http://www.cn.info.com.cn. ）。
7. Deliberated and passed the proposal on the completion of performance commitments of Wuhan bikele rescue supplies Co., Ltd. in 2021;
After verification, the board of supervisors believes that as of December 31, 2021, Wuhan bikele rescue supplies Co., Ltd. has achieved a cumulative net profit of RMB 1281076 million, with a cumulative completion rate of 188.28%. The achievement of performance commitments has been specially audited by Ernst & Young Huaming Certified Public Accountants (special general partnership).
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
Notes on the completion of performance commitments of Wuhan bikele rescue supplies Co., Ltd. in 2021, audit report of Blue Sail Medical Co.Ltd(002382) on the implementation of performance commitments of purchasing assets with raised funds in 2020 in 2021 The full text of the verification opinions of Morgan Stanley Securities (China) Co., Ltd. Citic Securities Company Limited(600030) on the implementation of the performance commitment of Blue Sail Medical Co.Ltd(002382) 2020 public issuance of convertible corporate bonds in 2021 is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
8. Deliberated and passed the proposal on the special report on the actual storage and use of raised funds in 2021;
After verification, the board of supervisors believes that the use of the company’s raised funds in 2021 has fulfilled the necessary procedures, complies with the relevant laws, administrative regulations, normative documents, the articles of association and the company’s raised funds management system, and there is no illegal use of the raised funds.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
The special report on the actual deposit and use of raised funds in 2021, the verification report on the deposit and use of Blue Sail Medical Co.Ltd(002382) raised funds, Morgan Stanley Securities (China) Co., Ltd. Citic Securities Company Limited(600030) special verification opinions on the deposit and use of Blue Sail Medical Co.Ltd(002382) raised funds in 2021 are detailed on cninfo.com（ http://www.cn.info.com.cn. ）。
9. The proposal on the provision for impairment of goodwill was reviewed and passed.
After verification, the board of supervisors believes that the company’s provision for goodwill impairment is based on the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises, the basic standards for asset evaluation, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, as well as the actual situation of the company’s assets, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
Voting results: 3 affirmative votes, 0 negative votes and 0 abstention votes.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
See China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com for details（ http://www.cn.info.com.cn. ）Announcement on the provision for impairment of goodwill; Blue Sail Medical Co.Ltd(002382) the appraisal report on the recoverable value assets of the asset group portfolio where the goodwill is located after the acquisition of CBCH II and CBCH V involved in the goodwill impairment test for the purpose of financial report is detailed in cninfo.com（ http://www.cn.info.com.cn. ）。
3、 Documents for future reference
Resolution of the 20th meeting of the 5th board of supervisors of the company.
It is hereby announced.
Blue Sail Medical Co.Ltd(002382) board of supervisors
April 13, 2002
