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MedLife S.A. — Audit Report / Information 2021
Aug 3, 2021
2292_rns_2021-08-03_d7b219c0-7571-4371-9cc2-f93b77f91a2a.pdf
Audit Report / Information
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No. 166 / 30 iulie 2021
To: BUCHAREST STOCK EXCHANGE FINANCIAL SUPERVISORY AUTHORITY
CURRENT REPORT
drafted according to the stipulations of ASF Rule no. 5/2018 regarding issuers of financial instruments and market operations and Law no. 24/2017on issuers of financial instruments and market operations
Report Date: 30 July 2021
Name of the issuing company:: MED LIFE S.A. ("MedLife" or "The Company")
Registered Office: Bucharest, Calea Grivitei, no. 365, district 1, Romania
Fax number: 0374 180 470
Unique Registration Code at the National Office of Trade Registry: 8422035
Order number on the Trade Registry: J40/3709/1996
Subscribed and paid-in share capital: 33,217,623 RON
Regulated market on which the issued securities are traded: Bucharest Stock Exchange, Premium Category
Significant events to report:
Auditor's report according to art. para. (5) of Law no. 24/2017, as amended and supplemented by Law no. 158/2020
Med Life S.A. informs shareholders and investors regarding the publication of the independent limited insurance report on the information included in the current report issued by Med Life S.A. in accordance with the requirements of Law no. 24/2017, with subsequent amendments, and with the provisions of the ASF Regulation no. 5/2018.
The report can be consulted in the attached document.
Mihail Marcu Chief Executive Officer
Deloitte Audit S.R.L. Clădirea The Mark Tower Calea Griviței nr. 82-98 Sector 1, 010735 București, România
Tel: +40 21 222 16 61 Fax: +40 21 222 16 60 www.deloitte.ro
INDEPENDENT LIMITED ASSURANCE REPORT ON THE INFORMATION INCLUDED IN THE CURRENT REPORT PREPARED BY THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF LAW NO. 24/2017, AS REVISED, AND FSA REGULATION NO. 5/2018
To the Board of Directors, Med Life S.A.
We have been contracted by Med Life S.A. herein after referred to as "the Company") in order to report according to the requirements of Law no. 24/2017 on financial instruments and market operations, as revised (herein after referred to "Law no. 24/2017") regarding the financial instruments issuers and market, on the information included in the accompanying Current Report (dated 30 July 2021) ("Current Report"), which were prepared by the Company in accordance with article 923 of Law no. 24/2017, and to the provisions of Regulation no. 5/2018 of the Financial Supervisory Authority (herein after referred to as "FSA"), to report to the Financial Supervisory Authority ("FSA") and the Bucharest Stock Exchange ("BSE") for the period 1 January 2021 - 30 June 2021, in the form of a limited assurance conclusion.
Specific Scope
The scope of our report is exclusively that laid down in the first paragraph hereof, and our report is prepared for the information of the Company, of the BSE and the FSA and shall not be used for any other purpose. Our report shall not be deemed adequate for use by any party that wishes to acquire rights towards us, other than the Company, for any purpose or in any context.
Any party other than the Company, which gains access to our report or a copy hereof and choses to rely on our report (or a portion hereof), shall do so on its own responsibility. Our engagement was conducted so as to report on such matters that we must report in an independent limited assurance report, and not for other purposes. This report refers only to the elements mentioned hereunder and does not extend to the Company's financial statements or other reports issued by the Company, individually or as a whole.
Management's Responsibility
The Company's management is responsible for the preparation of the Current Report and conclusion of the transactions reported in accordance with Law no. 24/2017 as revised and FSA Regulation no. 5/2018. Moreover, the Company's management is responsible for the design, implementation and maintenance of internal controls that enable the preparation of Current Report that are free from material misstatements, whether due to fraud or error.
The Company's management is also responsible to make sure that the supporting documents underlying the preparation of the Current Report and evidence provided to the auditor are complete, correct and justified.
Auditor's Responsibility
We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements ISAE 3000 (Revised) - Assurance engagements other than audits or reviews of historical financial information. This standard requires that we comply with ethical requirements, plan and perform the assurance engagement to obtain limited assurance about the Current Report.
Our firm applies International Standard on Quality Control 1 ("ISQC1") and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
1
We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
The procedures selected depend on the auditor's judgment and understanding of the reported transaction included in the Current Report, and of other circumstances of the engagement, as well as on our considerations as to the areas where material misstatements might arise. In obtaining an understanding of the reported transaction included in the Current Report, we have taken into consideration the process used by the Company for concluding the transactions and preparing and presenting the current report in accordance with Law no. 24/2017 and FSA Regulation 5/2018, for the purpose of determining the assurance procedures applicable in the given circumstances, but not for the purpose of expressing a conclusion on the efficacy of the process or of the Company's internal control for concluding the reported transaction included in the Current report and for preparing and presenting the Current report.
The procedures include, in particular, making enquiries of those in charge of financial reporting and risk management, as well as additional procedures aimed at obtaining evidence on the information included in the Current report.
The procedures of obtaining evidence in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
As regards the Company's Current Report, in order to assess the justified and correct nature of the transactions reported in such reports, we have conducted the following procedures:
- 1) We have obtained from the Company the accompanying Current report and details on the transactions included in such reports.
- 2) We have checked whether the persons approving such reports are the Company's authorised representatives and requested the list of authorised signatures.
- 3) For the sampled transactions analysed, presented in the Current Report, we have determined whether the details thereof are consistent, in all material respects, with the information included in the signed contracts/ contractual agreements, made available to us, and whether they were signed by the Company's representatives, in accordance with the list of authorised signatures provided to us. Where applicable, we have checked whether the details included in the Current report match the documentation pertaining to such contracts: the parties who signed the supporting documents; the date when the documentation was signed and the nature thereof; description of the type of goods/services indicated in the documentation; the achieved or estimated aggregate value of the contracts and, where applicable, guarantees and penalties established, payment terms and methods, the related contractual terms and conditions.
- 4) For the sampled transactions analysed, we have checked whether the details presented in the accompanying Current Report match the information obtained by us following the enquiries with the Company's management as well as with the documentation accompanying the contracts, as applicable.
- 5) For the sampled transactions analysed, to the extent there is a market price for the goods or services provided between the Company and its affiliates, we have discussed with the Company's management the pricing of such goods or services and whether, on a case by case basis, the agreed upon prices are consistent with those applied by other (third) parties for similar goods or services.
If there are no market prices available, we have analysed whether such transactions are carried out based on the Company's internal procedures regarding the substantiation of the pricing and, respectively, whether the related contracts are approved in accordance with its internal procedures.
Our procedures have been conducted only for the transactions included in the accompanying Current Report, which related to the period 1 January 2021 - 30 June 2021. We have not conducted any procedures to check whether Current Report include all the transactions that the Company should report as per article 923 of Law no. 24/2017 for such period.
Conclusion
Our conclusion was formed on the basis of and considering the matters presented in this independent limited assurance report. Based on the procedures described above and the evidence obtained, nothing has come to our attention that causes us to believe that:
- a) the information included in the accompanying Current Report is not consistent in all material respects with the supporting documents made available to us by the Company.
- b) the information included in the accompanying Current Report is not consistent in all material respects with the requirements of law no. 24/2017 and FSA Regulation 5/2018, as regards the signatories of the supporting documents; the date when the documentation was signed and the nature thereof; the description of the type of goods/services referred to in the documentation; the achieved or estimated aggregate value of the contracts, and, if applicable, guarantees and penalties established, payment terms and methods, the related contractual terms and conditions.
- c) the contracts underlying the transactions reported and analysed have not been duly authorised by the Company's representatives.
- d) the prices agreed upon by the parties have not been mutually accepted based on the type of goods/services and other terms and conditions stipulated, as applicable, in the agreements between the parties and have not been determined according to the criteria mentioned at item 5) of the list of procedures herein above.
On behalf of: Deloitte Audit SRL
Irina Dobre
Bucharest, Romania July 30, 2021
Annex
- Current Report forming the subject matter of this limited assurance report
Report date: 30.07.2021 Name of the issuing company: MED LIFE S.A. Registered Office: Bucharest, Grivitei Avenue, no. 365, district 1, Romania Fax no.: 0374 180 470 Unique Registration Code at the National Office of Trade Registry: 8422035 Order number on the Trade Registry: J40/3709/1996 LEI : 254900RJWPQ4SLGCPI85 Subscribed and paid-in share capital: 33,217,623 RON Regulated market on which the issued securities are traded: Bucharest Stock Exchange
Reporting of legal acts concluded by MedLife S.A. in accordance with art. 92 of Law no. 158 / 2020
APPENDIX 1
| Contracting parties | Contract Identification | Informatii identificare acte aditional | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NO. | Benefician | Provider | Contract No | Contract Da | Addendum No. | Addendum Da | Objectul contractuly | Guarantee | Main contractual information | Month and | Mutual liabilities as at 30 | ||||
| Payment Term | Payment method | Penalbes | vear | Transactions | June 2021 (RON) | ||||||||||
| $\mathbf{1}$ | $\overline{2}$ | $\overline{\mathbf{3}}$ | $\overline{4}$ | 5 | 6 | $\overline{7}$ | R | $\overline{9}$ | 10 | 11 | 12 | 13 | 14 | 15 | 16 |
| $\mathbf{1}$ | Med Life SA | Bahtco Invest SA | ٠ | 01.06.2011 | Acquisition of materials | 90 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
$Jan-21$ | 1,789,136 | |||||
| $\overline{2}$ | Med Life SA | Bahtco Invest SA | ×. | 27.05.2011 | 1 | 01.01.2019 | Rent | 30 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
$Jan-21$ | 420,762 | |||
| $\overline{3}$ | Bahtco Invest SA | Med Life SA | $\overline{2}$ | 07.10.2011 | $\mathbf{1}$ | 02.04.2021 | Interest for the amount due to MedLife SA |
×. | $Jan-21$ | 12,182 | |||||
| $\overline{4}$ | Bahtco Invest SA | Med Life SA | 15.12.2010 | 1 | 02.04.2021 | Interest for loan (EUR) | $\sim$ | $\overline{\phantom{a}}$ | ٠ | r. | $Jan-21$ | 10,535 | |||
| 5 | Bahtco Invest SA | Med Life SA | $\mathbf{1}$ | 15.12.2010 | 1 | 02.04.2021 | Interest for loan (RON) | $\sim$ | - 4 | ÷ | $Jan-21$ | 28,500 | |||
| 6 | Med Life SA | Bahtco Invest SA | $\blacksquare$ | 01.06.2011 | ۷ | Acquisition of materials | 90 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
$Feb-21$ | 1,200,556 | ||||
| $\overline{7}$ | Med Life SA | Bahtco Invest SA | $\overline{a}$ | 27.05.2011 | $\mathbf{1}$ | 01.01.2019 | Rent | 30 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
Feb-21 | 420,780 | |||
| 8 | Bahtco Invest SA | Med Life SA | $\overline{2}$ | 07.10.2011 | $\mathbf{1}$ | 02.04.2021 | Interest for the amount due to MedLife SA |
٠ | Feb-21 | 11,004 | |||||
| $\overline{9}$ | Bahtco Invest SA | Med Life SA | $\mathbf{1}$ | 15.12.2010 | $\mathbf{1}$ | 02.04.2021 | Interest for loan (EUR) | $\overline{\phantom{a}}$ | $\blacksquare$ | $\overline{\phantom{a}}$ | Feb-21 | 9,516 | |||
| 10 | Bahtco Invest SA | Med Life SA | 1 | 15.12.2010 | $\overline{1}$ | 02.04.2021 | Reimbursement for loan (RON) |
Feb-21 | (399) | ||||||
| 11 Bahtco Invest SA | Med Life SA | 1 | 15.12.2010 | 1 | 02.04.2021 | Interest for loan (RON) | $\overline{\phantom{a}}$ | $\overline{a}$ | Feb-21 | 25,742 | |||||
| 12 Med Life SA | Bahtco Invest SA | ÷. | 01.06.2011 | ÷, | Acquisition of materials | 90 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
Mar-21 | 1,263,587 | |||||
| 13 | Med Life SA | Bahtco Invest SA | $\sim$ | 27.05.2011 | $\mathbf{1}$ | 01.01.2019 | Rent | 30 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
Mar-21 | 425.147 | |||
| 14 Med Life SA | Bahtco Invest SA | Re-invoicing agreement no 1 |
03.01.2021 | Maintenance charges - re invoicina |
×. | $Mar-21$ | 329,756 | ||||||||
| 15 Bahtco Invest SA | Med Life SA | $\overline{2}$ | 07.10.2011 | $\mathbf{1}$ | 02.04.2021 | nterest for the amount due to MedLife SA |
$Mar-21$ | 12,309 | |||||||
| 16 Bahtco Invest SA | Med Life SA | $\mathbf{1}$ | 15.12.2010 | $\mathbf{1}$ | 02.04.2021 | Interest for loan (EUR) | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{a}$ | $\sim$ | $Mar-21$ | 10.645 | |||
| 17 | Bahtco Invest SA | Med Life SA | $\mathbf{1}$ | 15.12.2010 | $\mathbf{1}$ | 02.04.2021 | Interest for loan (RON) | $\sim$ | $Mar-21$ | 28,500 | |||||
| 18 | Med Life SA | Bahtco Invest SA | ۷ | 01.06.2011 | L, | Acquisition of materials | 90 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
Apr-21 | 1,158,735 | ||||
| 19 Med Life SA | Bahtco Invest SA | 27.05.2011 | $\mathbf{1}$ | 01.01.2019 | Rent | 30 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
Apr-21 | 425,113 | |||||
| 20 Med Life SA | Bahtco Invest SA | Re-invoicing agreement no 1 |
03.01.2021 | ¥. | Maintenance charges - re invoicing |
Apr-21 | 27,873 | ||||||||
| 21 Bahtco Invest SA | Med Life SA | $\overline{2}$ | 07.10.2011 | $\mathbf{1}$ | 02.04.2021 | Interest for the amount due to MedLife SA |
Apr- $21$ | 21,440 | |||||||
| 22 | Bahtco Invest SA | Med Life SA | $\mathbf{1}$ | 15.12.2010 | 1 | 02.04.2021 | Interest for loan (EUR) | $\sim$ | $\sim$ | $\sim$ | Apr-21 | 18,542 | |||
| 23 | Bahtco Invest SA | Med Life SA | $\mathbf{1}$ | 15.12.2010 | 1 | 02.04.2021 | Interest for loan (RON) | $\sim$ | Apr-21 | 94,876 | |||||
| 24 | Med Life SA | Bahtco Invest SA | 01.06.2011 | Acquisition of materials | 90 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
$May-21$ | 1,076,532 | ||||||
| 25 Med Life SA | Bahtco Invest SA | $\sim$ | 27.05.2011 | 1 | 01.01.2019 | Rent | 30 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
$May-21$ | 424,690 | ||||
| 26 | Med Life SA | Bahtco Invest SA | Re-invoicing agreement no 1 |
03.01.2021 | $\sim$ | Maintenance charges - re invoicina |
$Mav-21$ | 21,919 | |||||||
| 27 Bahtco Invest SA | Med Life SA | 2 | 07.10.2011 | $\mathbf{1}$ | 02.04.2021 | Interest for the amount due to MedLife SA |
$May-21$ | 22,133 | |||||||
| 28 | Bahtco Invest SA | Med Life SA | 15.12.2010 | $\overline{1}$ | 02.04.2021 | Interest for loan (EUR) | $\sim$ | $\sim$ | $May-21$ | 19,141 | |||||
| 29 | Bahtco Invest SA | Med Life SA | 1 | 15.12.2010 | 1 | 02.04.2021 | Interest for loan (RON) | $\sim$ | $May-21$ | 98,039 | |||||
| 30 | Med Life SA | Bahtco Invest SA | 01.06.2011 | Acquisition of materials | 90 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
$Jun-21$ | 975,109 |
$\mathbb{Z}$
| 31 Med Life SA | Bahtco Invest SA | $\overline{\phantom{a}}$ | 27.05.2011 | 01.01.2019 | Rent | 30 days from the date when the invoice was issued |
Payment order | Daily penalties in amount of 0.01% from outstanding balance |
$Jun-21$ | 425,286 | Liabilities | 1,042,723 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 32 Med Life SA | Bahtco Invest SA | Re-invoicing agreement no 1 |
03.01.2021 | $\sim$ | $\sim$ $ \sim$ | Maintenance charges - re linvoicing |
$\sim$ | $Jun-21$ | 42,328 | |||||
| 33 Bahtco Invest SA | Med Life SA | 07.10.2011 | 02.04.2021 | Interest for the amount due to MedLife SA |
$\sim$ | Jun-21 | Loan balance, 21,449 including accrued linterest |
12,530,169 | ||||||
| 34 Bahtco Invest SA | Med Life SA | 15.12.2010 | 02.04.2021 | Interest for loan (EUR) | Jun-21 | Loan balance, 18,549 including accrued interest |
10,837,090 | |||||||
| 35 Bahtco Invest SA | Med Life SA | 15.12.2010 | 02.04.2021 | Reimbursement for loan (RON) |
$\sim$ | $Jun-21$ | Loan $(3,320,000)$ balance, including accrued 91 079 interest |
27,352,080 | ||||||
| 36 Bahtco Invest SA | Med Life SA | 15.12.2010 | 02.04.2021 | Withdrawals for loan (RON) |
$\ddot{}$ | $\sim$ | $\sim$ | $Jun-21$ | 940,000 | |||||
| 37 Bahtco Invest SA | Med Life SA | 15.12.2010 | 02.04.2021 | Interest for loan (RON) | . . | $111n - 21$ |
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