China Dive Company Limited(300526)
Announcement on foreign investment and related party transactions
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、 Overview of foreign investment
China Dive Company Limited(300526) (hereinafter referred to as “the company”) held the 30th meeting of the 4th board of directors on March 8, 2022, deliberated and adopted 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 Tianran, fan Xianguo Changzhou Yicheng venture capital partnership (limited partnership) (hereinafter referred to as “Changzhou Yicheng”) jointly increased the capital of Jiangsu Ruizhi Zhonghe New Energy Technology Co., Ltd. (hereinafter referred to as “Ruizhi Zhonghe” and “target company”), a wholly-owned subsidiary of Jiangsu Yunzhi Xinghe Network Technology Co., Ltd. (hereinafter referred to as “Yunzhi Xinghe”). After the capital increase, the company will hold 51% of the shares of Ruizhi Zhonghe.
Since the company plans to nominate 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. The independent directors of the company expressed their prior approval opinions and independent opinions. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the amount of the company’s related party transactions exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets, which needs to be submitted to the general meeting of shareholders for deliberation (the target company has not issued a formal audit report, and a notice of the general meeting of shareholders will be issued after the formal audit report is issued). This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of other shareholders of the subject company
(I) Name: Chen Xuedong
ID number: 35010219
Address: Hongqiao Road, Xuhui District, Shanghai
Chen Xuedong has no relationship with the listed company and is not the person who has broken his promise.
(II) ruihezhi
Enterprise name: Anhui ruihezhi business consulting partnership (limited partnership)
Unified social credit Code: 91340881ma8nr3l95t
Date of establishment: March 3, 2022
Enterprise type: limited partnership
Executive partner: Gao zongbiao
Registered capital: 5 million yuan
Address: No. 47, Tongxiang North Road, Tongcheng economic and Technological Development Zone, Anqing City, Anhui Province
Business scope: general items: enterprise management; Commercial complex management services; Information consulting services (excluding licensed information consulting services); Marketing planning; Socio economic advisory services; Advertising design and agency; Advertising; Corporate image planning; Tax services; Market Research (excluding foreign-related research) (in addition to licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
Shareholder structure: Gao zongbiao holds 80% of the shares of ruihezhi, and Su Baogang holds 20% of the shares of ruihezhi. Since the company plans to nominate Mr. Gao zongbiao, the actual controller of ruihezhi, as a non independent director of the Fourth Board of directors of the company at the same time of this capital increase, ruihezhi and the company constitute related parties, and this transaction constitutes a related party transaction. Rui Hezhi is not a dishonest person.
(III) Name: Feng Tianran
ID number: 11010819
Address: Chaoyang District, Beijing
Feng natural has no relationship with the listed company and is not the person who is dishonest and executed.
(IV) Name: Fan Xianguo
ID number: 31010419
Address: Xuhui District, Shanghai
The relationship between the listed company and the executed company does not exist.
(V) Changzhou Yicheng
Enterprise name: Changzhou Yicheng venture capital partnership (limited partnership)
Unified social credit Code: 91320485ma26a53w5n
Date of establishment: June 7, 2021
Enterprise type: limited partnership
Executive partner: Chen changqiong
Registered capital: 100000 yuan
Address: No. 170, Yanling East Road, Changzhou
Business scope: general items: engaging in investment activities with its own funds; business management; Enterprise management consulting; Information consulting services (excluding licensed information consulting services) (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Shareholder structure: Chen changqiong holds 99% of the shares of Changzhou Yicheng and Liu Zhengqing holds 1% of the shares of Changzhou Yicheng. Changzhou Yicheng has no relationship with the company, and Changzhou Yicheng is not a dishonest executee.
(VI) Yunzhi Xinghe
Company name: Jiangsu Yunzhi Xinghe Network Technology Co., Ltd
Unified social credit Code: 913205006841295258
Date of establishment: January 8, 2009
Enterprise type: joint stock limited company (unlisted)
Executive partner: Gao zongbiao
Registered capital: 133382749 yuan
Address: floor 3, building B9, room 9, No. 15, Jinyang Road, Huaqiao Town, Kunshan City
Business scope: research, design, development, sales, technical service, technical consultation and system integration of computer software, hardware and network information products, embedded software, hardware systems, communication equipment, electrical machinery and equipment, and electronic equipment; Self operated and agent import and export business of commodities and technologies; Value added telecommunication services; Designing, producing, acting and publishing all kinds of advertisements in China; Exhibition services; Etiquette and conference services; Enterprise marketing planning; Enterprise management consulting; Sales of tourist souvenirs; Food sales (operating according to the approved contents of the license); Tourism information consultation; Ticket agent; Performance brokerage; Organize cultural and artistic exchange activities. (among the above-mentioned business projects, except those with pre license, restricted operation and prohibited operation as stipulated by laws and administrative regulations) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
Shareholder structure:
No. name of shareholder number of shares (10000 shares) shareholding ratio
1 Shanghai Shengxu enterprise management consulting center (limited partnership) 28050386 2103000%
2 Chengdu Fengyun Weiye enterprise management consulting 15850000 1188310% partnership (limited partnership)
3 Gongqingcheng Youyi investment partnership (limited partnership) 7875000 590406%
4 Zhang Wei 7050000 528554%
5 Gongqingcheng Yousheng investment management partnership (limited partnership) 6650000 498565%
6 Gongqingcheng Youfeng investment management partnership (limited partnership) 5080000 380859%
7th floor Yinv 4950000 371112%
8 Zhaochuan 4325000 324255%
9 Ge yuluan 4050000 303637%
10 Meng Chenxing 4000000 299889%
11 Ye Xin 4000000 299889%
12 Zhang Ping 4000000 299889%
13 Beijing Xinghe Big Data Technology Co., Ltd. 3636363 272626%
14 anqing Yixiu longshanfeng aquaculture guidance fund (limited partnership) 3 Shanghai Pudong Development Bank Co.Ltd(600000) 269900%
15 Shanghai ruigao FuYe Investment Center (limited partnership) 3 Shanghai Pudong Development Bank Co.Ltd(600000) 269900%
16 Yan Lin 3500000 262403%
17 Shanghai Tianquan growth equity investment partnership (limited partnership) 3000000 224917%
18 Yuezhou 2475000 185556%
19 Li Wenzhao 2475000 185556%
20 weeks Dehao 2475000 185556%
21 weeks Yawen 2400000 179933%
22 Xinjiang Tongying Hengtong equity investment partnership (limited partnership) 1500000 112458%
23 Yan Ying 1500000 112458%
24 Hefei Ligang langxuan investment partnership (limited partnership) 1000000 074972%
25 Wu Zhiyong 1000000 074972%
26 Cui Qingchuan 937500 070286%
27 Shanghai Zhongyue enterprise investment partnership (limited partnership) 937500 070286%
28 Gao Lifeng 660000 049482%
29 Qian yeyin Shanghai Pudong Development Bank Co.Ltd(600000) 044983%
30 Shanghai Jinke Shiyuan Investment Center (limited partnership) 536000 040185%
31 Gou Yuxia 500000 037486%
32 Shanghai Jinke Wuyuan Venture Capital Co., Ltd. 400000 029989%
33 Guo Sanjiao 400000 029989%
34 Fujing 170000 012745%
35 Hou Xiaobin 100000 007497%
36 Peng Junli 100000 007497%
Total 133382749 10000000%
Note: the first largest shareholder Shanghai Shengxu enterprise management consulting center (limited partnership) and the second largest shareholder Chengdu Fengyun Weiye enterprise management consulting partnership (limited partnership) are enterprises controlled by Mr. Gao zongbiao.
Since the company plans to nominate Mr. Gao zongbiao, the actual controller of Yunzhi Xinghe, as a non independent director of the Fourth Board of directors of the company at the same time of this capital increase, Yunzhi Xinghe and the company constitute related parties, and this transaction constitutes a related party transaction. Yunzhi Xinghe does not belong to the dishonest executee.
3、 Basic information of investment object
(I) overview of the subject company
Company name: Jiangsu Ruizhi Zhonghe New Energy Technology Co., Ltd
United Society
