Securities code: 002382 securities abbreviation: Blue Sail Medical Co.Ltd(002382) Announcement No.: 2022-006 bond Code: 128108 bond abbreviation: lanfan convertible bond
Blue Sail Medical Co.Ltd(002382)
Announcement on the proposed internal asset restructuring
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company” or ” Blue Sail Medical Co.Ltd(002382) “) held the 21st Meeting of the 5th board of directors on January 13, 2022, and considered and adopted the proposal on internal asset restructuring, Agree to transfer part of the company’s assets and liabilities related to the production and operation of health protection gloves business as of the base date December 31, 2021 to Zibo lanfan new materials Co., Ltd. (hereinafter referred to as “Zibo new materials”) based on the estimated net book value of 1250393200 yuan (Unaudited) Zibo lanfan Health Technology Co., Ltd. (hereinafter referred to as “Zibo health technology”) authorizes the management of the company to handle matters related to the internal asset restructuring, including but not limited to signing asset restructuring agreement, handling industrial and commercial changes, etc. The details are as follows:
1、 Overview of this transaction
In order to further clarify the strategic layout, improve the company’s organizational structure and management system, clarify the positioning of the group holding company of the main body of the listed company, and improve the operation and management efficiency, the company plans to take December 31, 2021 as the base date through the transfer of assets and liabilities, Transfer some assets and liabilities related to the production and operation of health protection gloves owned by the company to Zibo new materials and Zibo health technology, a wholly-owned subsidiary. Among them, the net book value transferred to Zibo new materials is 488631000 yuan, and the net book value transferred to Zibo health technology is 761762200 yuan. This transfer will transfer the personnel related to the transfer business to Zibo new materials and Zibo health technology in accordance with the principle of “people follow the business and assets”.
This internal asset restructuring occurred between the company and its wholly-owned subsidiaries within the scope of merger. The relevant data were not audited and evaluated. The final data shall be subject to the data confirmed by the audit institution, and does not involve related party transactions, nor does it constitute a major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. According to the Listing Rules of Shenzhen Stock Exchange and the Blue Sail Medical Co.Ltd(002382) articles of Association (hereinafter referred to as the “articles of association”), this internal asset restructuring need not be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of both parties
(I) basic information of related parties to the transaction
1. Draw out party
Company name: Blue Sail Medical Co.Ltd(002382)
Unified social credit Code: 91370000744521618l
Type: joint stock limited company (joint venture and listing between Taiwan, Hong Kong, Macao and China)
Legal representative: Liu Wenjing
Registered capital: 964031086 yuan
Date of establishment: December 2, 2002
Address: No. 21, Qingtian Road, Qilu Chemical Industrial Zone, Zibo City, Shandong Province
Business term: from December 2, 2002 to no fixed term
Business scope: production and processing of PVC gloves, nitrile gloves, class I, class II and class III medical devices, other plastic products and pellets, and sales of the products produced by the company; Wholesale business of nitrile gloves, latex gloves, pulp molded products, class I and class II medical devices. (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the validity period shall be subject to the license.)
2. Transfer in Party
(1) Zibo lanfan New Material Co., Ltd
Unified social credit Code: 91370305ma94l8j8xe
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Zhang Mucun
Registered capital: 5 million yuan
Date of establishment: August 3, 2021
Address: 3rd floor, office building, No. 21, Qingtian Road, Qilu Chemical Industry Zone, Linzi District, Zibo City, Shandong Province
Business term: from August 3, 2021 to no fixed term
Business scope: general projects: research and development of new materials and technologies; Sales of class I medical devices; Sales of class II medical devices; Manufacturing of rubber products; Production of class I medical devices; Plastic products manufacturing; Sales of plastic products; Sales of rubber products. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: import and export of goods; Production of class II medical devices. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
(2) Zibo lanfan Health Technology Co., Ltd
Unified social credit Code: 91370305ma94l8hu78
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Zhang Mucun
Registered capital: 5 million yuan
Date of establishment: August 3, 2021
Address: second floor, office building, No. 21, Qingtian Road, Qilu Chemical Industry Zone, Linzi District, Zibo City, Shandong Province
Business term: from August 3, 2021 to no fixed term
Business scope: general items: health consulting services (excluding diagnosis and treatment services); Sales of class II medical devices; Sales of class I medical devices; Production of class I medical devices; Manufacturing of rubber products; Sales of rubber products; Sales of plastic products; Plastic products manufacturing. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: import and export of goods; Production of class II medical devices. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
(II) relationship between transaction related parties
Zibo new materials and Zibo health technology are wholly-owned subsidiaries of the company.
3、 Main contents involved in the transaction
(I) transfer of assets and liabilities
1. Transfer of assets and liabilities to Zibo new materials
The company plans to transfer part of the assets and liabilities related to health protection gloves business to Zibo new materials based on the estimated net book value of 488631000 yuan on December 31, 2021. The transferred assets of this transaction are mainly collected as follows: monetary capital of RMB 100 million, of which RMB 5 million is included in the paid in capital of Zibo new materials, and the rest is included in the capital reserve of Zibo new materials; The land use right, houses and buildings, accounts receivable, prepayments, other accounts receivable, inventory, fixed assets other than houses and buildings, construction in progress, engineering materials, accounts payable, prepayments, etc. related to the reorganization are included in the capital reserve of Zibo new materials according to the net book value on the base date.
As of December 31, 2021, the assets and liabilities (simulated consolidated statements, unaudited, final data subject to audit data) proposed to be transferred to Zibo new materials by the company are as follows:
Unit: 10000 yuan
Project account value
Total assets 57685.05
Total liabilities 8821.95
Net assets 48863.10
Note: the company has legal and complete rights to the assets to be transferred, and there are no major disputes, litigation or arbitration matters, seizure and other restrictions or prohibitions on transfer.
2. Transfer of assets and liabilities to Zibo Health Technology
The company plans to transfer some assets and liabilities related to health protection gloves business to Zibo health technology according to the estimated net book value of RMB 76.17622 million on the base date of December 31, 2021. The transferred assets of this transaction are mainly collected as follows: monetary capital of RMB 150 million, of which RMB 5 million is included in the paid in capital of Zibo health technology, and the rest is included in the capital reserve of Zibo health technology; The land use right, houses and buildings, accounts receivable, prepayments, other accounts receivable, inventory, fixed assets other than houses and buildings, construction in progress, engineering materials, accounts payable, prepayments, etc. related to the restructuring are included in the capital reserve of Zibo health technology according to the net book value on the base date. As of December 31, 2021, the assets and liabilities that the company plans to transfer to Zibo Health Technology (simulated consolidated statement, unaudited, and the final data shall be subject to the audit data) are as follows:
Unit: 10000 yuan
Project account value
Total assets 100198.22
Total liabilities 24022.00
Net assets 76176.22
Note: the company has legal and complete rights to the assets to be transferred, and there are no major disputes, litigation or arbitration matters, seizure and other restrictions or prohibitions on transfer.
(II) business involved in the transaction and employee placement
According to the principle of “people go with business and assets”, the labor relations of employees will be received by Zibo new materials and Zibo health technology. The company will make reasonable placement in accordance with relevant national laws and regulations and the wishes of employees. After performing the necessary procedures, the company will go through relevant transfer procedures, sign labor contracts and pay social insurance for relevant employees.
(III) tax arrangements involved in the transaction
The company will actively communicate with the tax department and handle the tax according to relevant policies.
(IV) transfer of creditor’s rights and debts involved in the transaction and change of agreement subject
For the agreements and contracts signed by the company involving business, the procedures for changing the agreement and contract subject will be handled, and the rights and obligations of the contract and agreement will be transferred to Zibo new materials and Zibo health technology; Agreements and contracts that belong exclusively to the company or cannot be transferred according to regulations are not within the scope of transfer, but shall continue to be performed by the company.
4、 Impact of transaction on the company
After the internal assets reorganization, Zibo new materials and Zibo health technology will serve as the production and operation platform of the company’s health protection division, and then form a business pattern in which the parent company Blue Sail Medical Co.Ltd(002382) serves as the holding platform and the subordinate health protection, cardio cerebrovascular and medical care divisions operate independently. This internal assets reorganization is the adjustment of the company’s internal production and operation, which is conducive to further optimizing the management and business functions of the company and its subsidiaries, improving the company’s organizational structure and management system, making the company’s strategic layout clearer, improving the overall management efficiency and promoting the sustainable and steady development of the company.
The internal assets reorganization is carried out within the scope of the company’s consolidated statements, does not involve changes in the scope of the consolidated statements, will not have a significant impact on the company’s financial status and operating results, and there is no situation that damages the interests of the company and shareholders.
5、 Possible risks of transaction
The debt transfer involved in this transfer needs the consent of the creditor, and the change of the agreement subject needs the consent and cooperation of the other party. The final transfer amount may be inconsistent with the above data (the final data confirmed by the audit institution shall prevail).
The company will actively pay attention to the progress of this internal asset restructuring and timely perform the corresponding information disclosure obligations. Please invest rationally and pay attention to investment risks.
6、 Opinions of independent directors
The company will invest and transfer the assets and liabilities related to the health protection gloves business to the wholly-owned subsidiary according to the net book value, which is conducive to further improving the company’s management structure and will not have a significant adverse impact on the company’s financial status and operating results. The deliberation procedure of this matter complies with the relevant provisions of laws and regulations and the articles of association, and will not damage the interests of the company and shareholders. Therefore, we agree to the internal asset restructuring.
7、 Documents for future reference
1. Resolutions of the 21st Meeting of the 5th board of directors of the company;
2. Resolutions of the 19th meeting of the 5th board of supervisors of the company;
3. Independent opinions of independent directors.
Blue Sail Medical Co.Ltd(002382) board of directors
January 14, 2002
