Securities code: Zhejiang Sunriver Culture Co.Ltd(600576) securities abbreviation: Zhejiang Sunriver Culture Co.Ltd(600576) Announcement No.: pro 2022003
Zhejiang Sunriver Culture Co.Ltd(600576)
Announcement on the resolution of the fourth meeting of the eighth board of directors
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 Zhejiang Sunriver Culture Co.Ltd(600576) (hereinafter referred to as “the company”) the fourth meeting of the eighth board of directors was held by means of communication on April 1, 2022. The notice of this meeting was sent to all directors by e-mail on March 29, 2022. There are 7 directors who should attend the meeting and 7 actually attended the meeting. The meeting complies with the provisions of the company law of the people’s Republic of China and Zhejiang Sunriver Culture Co.Ltd(600576) articles of association, and the meeting is valid.
The following resolutions were adopted by vote:
1、 The proposal on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions report (Draft) (Revised Version) and its summary was deliberated and adopted
The company plans to purchase 100% equity of Beijing Bailong Green Technology Enterprise Co., Ltd., 100% equity of Phoenix Xiangsheng Tourism Development Co., Ltd., 100% equity of Zhang Jia Jie Tourism Group Co.Ltd(000430) Huanglongdong Tourism Development Co., Ltd., 80% equity of Qiyunshan Tourism Co., Ltd. and 100% equity of Hangzhou Xiaodao Network Technology Co., Ltd. (collectively referred to as the “underlying assets”) held by Xiangyuan Tourism Development Co., Ltd. by issuing shares, At the same time, it is proposed to raise matching funds by non-public offering of A-Shares to no more than 35 specific investors by means of inquiry (hereinafter referred to as “this transaction”).
In order to ensure the validity of financial data, the company updated and issued the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) (Revised) and its abstract according to the updated audit report and reference review report of the financial data of the subject assets of this transaction as of November 30, 2021.
The directors, Mr. Lai Zhilin, Mr. Sun Dongyang and Mr. Wang Heng, are affiliated directors and avoid voting.
Voting results of directors: 4 in favor, 0 against and 0 abstention.
For details, see the report on Zhejiang Sunriver Culture Co.Ltd(600576) issuing shares to purchase assets and raising matching funds and related party transactions (Draft) (Revised) and its abstract disclosed by the company on the same day.
2、 The proposal on approving this transaction to supplement relevant audit reports and review reports for reference was deliberated and adopted
In accordance with the relevant provisions of laws, regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies and the standards for the contents and forms of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies, in order to ensure the effectiveness of the financial data of this transaction, Rongcheng Certified Public Accountants (special general partnership), the audit institution employed by the board of directors of the company, issued the simulated audit report of Beijing Bailong Green Technology Enterprise Co., Ltd. (Rongcheng Shen Zi [2022] No. 230z0261), the simulated audit report of Zhang Jia Jie Tourism Group Co.Ltd(000430) Huanglongdong Tourism Development Co., Ltd. (Rongcheng Shen Zi [2022] No. 230z0264) for the financial data of the subject assets as of November 30, 2021 Simulated audit report of Phoenix Xiangsheng Tourism Development Co., Ltd. (Rong Cheng Shen Zi [2022] No. 230z0263), simulated audit report of Qiyunshan Tourism Co., Ltd. (Rong Cheng Shen Zi [2022] No. 230z0262), audit report of Hangzhou Xiaodao Network Technology Co., Ltd. (Rong Cheng Shen Zi [2022] No. 230z0265) and simulated summary audit report of underlying assets (Rong Cheng Shen Zi [2022] No. 230z0260), And issued the review report of Zhejiang Sunriver Culture Co.Ltd(600576) pro forma financial statements (Rongcheng zhuanzi [2022] No. 230z0315) for the company.
The board of directors of the company approves the above audit report and reference review report, and agrees to submit and announce the above report to relevant regulatory authorities.
The directors, Mr. Lai Zhilin, Mr. Sun Dongyang and Mr. Wang Heng, are affiliated directors and avoid voting.
Voting results of directors: 4 in favor, 0 against and 0 abstention.
See the supplementary audit report and reference review report disclosed by the company on the same day for details.
It is hereby announced.
Zhejiang Sunriver Culture Co.Ltd(600576) board of directors April 1, 2022
