Securities code: China Dive Company Limited(300526) securities abbreviation: China Dive Company Limited(300526) Announcement No.: 2022014 China Dive Company Limited(300526)
Announcement of resolutions of the 30th meeting of the Fourth Board of directors
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 directors
China Dive Company Limited(300526) (hereinafter referred to as “the company”) the 30th meeting of the 4th board of directors was held on March 8, 2022 by on-site and communication, and the meeting notice was issued on March 5, 2022. Five directors should attend the meeting and five actually attended the meeting (including one entrusted director, Mr. Sun Changxing, an independent director, who was unable to attend the meeting in person due to other official duties, and Ms. Bao Jinhong, an independent director, was entrusted in writing to attend the meeting and exercise voting rights on behalf of him). The meeting was presided over by Mr. Han Zhenghai, chairman of the board of directors, The convening and convening of this meeting comply with the company law of the people’s Republic of China, the articles of association, the rules of procedure of the board of directors and relevant laws and regulations, and the resolutions made are legal and effective.
2、 Deliberations of the board meeting
After careful consideration by the directors attending the meeting, the meeting adopted the following resolutions:
1. Deliberated and passed the proposal on by election of candidates for non independent directors of the Fourth Board of directors of the company;
After the qualification examination of the nomination committee of the fourth session of the board of directors, the board of directors agreed to nominate Mr. Gao zongbiao (attached with resume) as a candidate for non independent director of the fourth session of the board of directors of the company. The term of office starts from the date of deliberation and approval by the general meeting of shareholders to the date of expiration of the term of office of the fourth session of the board of directors.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on March 9, 2022 Announcement on the by election of non independent directors of the Fourth Board of directors (Announcement No.: 2022015). The independent directors of the company expressed their independent opinions on the matter.
Voting results: 5 votes in favor; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Securities code: China Dive Company Limited(300526) securities abbreviation: China Dive Company Limited(300526) Announcement No.: 2022014 2. The proposal on foreign investment and related party transactions was deliberated and adopted.
In order to expand new business, the company held the 30th meeting of the 4th board of directors on March 8, 2022, which deliberated and approved the proposal on foreign investment and related party transactions. The company plans to raise RMB 51 million with Chen Xuedong, Anhui ruihezhi business consulting partnership (limited partnership) (hereinafter referred to as “ruihezhi”), Feng natural, fan Xianguo Changzhou Yicheng venture capital partnership (limited partnership) jointly increased the capital of Jiangsu Ruizhi Zhonghe New Energy Technology Co., Ltd., a wholly-owned subsidiary of Jiangsu Yunzhi Xinghe Network Technology Co., Ltd. (hereinafter referred to as “Yunzhi Xinghe”).
Since the company plans to nominate Mr. Gao zongbiao, the actual controller of yunzhixinghe and ruihezhi, as non independent directors of the Fourth Board of directors of the company at the same time of this capital increase, yunzhixinghe, ruihezhi and the company constitute related parties, and this transaction constitutes a related party transaction.
For details, please refer to the company’s website (www.cn. Info. Com. CN.) on March 9, 2022 Announcement on foreign investment and related party transactions (Announcement No.: 2022016). The independent directors of the company expressed their prior approval opinions and independent opinions on the matter.
Voting results: 5 affirmative votes; No negative vote; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
3、 Documents for future reference
1. China Dive Company Limited(300526) the resolution of the 30th meeting of the 4th board of directors;
2. Independent opinions of independent directors on relevant matters of the 30th meeting of the Fourth Board of directors.
It is hereby announced.
China Dive Company Limited(300526) board of directors March 9, 2022
Securities code: China Dive Company Limited(300526) securities abbreviation: China Dive Company Limited(300526) Announcement No.: 2022014
Securities code: China Dive Company Limited(300526) securities abbreviation: China Dive Company Limited(300526) Announcement No.: 2022014 attachment: resume of Mr. Gao zongbiao:
Mr. Gao zongbiao: Chinese nationality, born in November 1978, without permanent residency abroad. From 2004 to now, he has served as the executive director of Shanghai ruigao Investment Co., Ltd.; from May 2019 to now, he has served as the chairman of Jiangsu Yunzhi Xinghe Network Technology Co., Ltd.; from August 2021 to now, he has served as the executive director and general manager of Jiangsu Ruizhi Zhonghe new energy Technology Co., Ltd.
Mr. Gao zongbiao does not hold the company’s shares, has no relationship with the shareholders, actual controllers and other directors, supervisors and senior managers who hold more than 5% of the company’s shares, and has not been punished by the CSRC and other relevant departments or the securities exchange, There are no circumstances listed in article 3.2.4 of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, and they are not dishonest Executees.
