China Dive Company Limited(300526)
Notice on convening the 2021 annual general meeting of shareholders
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.
China Dive Company Limited(300526) (hereinafter referred to as “the company”) deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders at the 34th meeting of the 4th board of directors held on April 20, 2022. The company decided to convene the 2021 annual general meeting of shareholders on May 18, 2022. The relevant matters of the meeting are hereby notified as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: China Dive Company Limited(300526) 2021 annual general meeting of shareholders
2. Convener of the general meeting of shareholders: the board of directors of the company
3. Legality and compliance of the meeting: the convening of this general meeting of shareholders was deliberated and adopted at the 34th meeting of the Fourth Board of directors, which complies with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
4. Meeting time:
(1) On site meeting time: 15:00 p.m. on Wednesday, May 18, 2022
(2) Online voting time: Wednesday, May 18, 2022. The specific voting time is as follows:
① The time for online voting through the trading system of Shenzhen stock exchange is 9:15 to 9:25 a.m., 9:30 to 11:30 p.m. and 13:00 to 15:00 p.m. on May 18, 2022;
② The time for voting through the Internet system of Shenzhen stock exchange is from 9:15 a.m. to 15:00 p.m. on May 18, 2022.
5. Meeting mode:
(1) On site voting: shareholders attend the on-site meeting in person or entrust others to attend the on-site meeting through a power of attorney (see Annex 2).
(2) Online voting: the general meeting of shareholders will adopt the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Provide the shareholders of the company with a voting platform in the form of network, and the shareholders of the company can exercise their voting rights through the above system during the online voting time.
This general meeting of shareholders is held by combining on-site voting and online voting. Shareholders of the company shall choose one of on-site voting and online voting. If there is repeated voting for the same voting right, the first voting result shall prevail.
6. Equity registration date: May 13, 2022
7. Attendees:
(1) Ordinary shareholders (including preferred shareholders whose voting rights are restored) or their agents who hold shares of the company on the equity registration date. At the closing of the afternoon of May 13, 2022 on the equity registration date, all ordinary shareholders of the company registered in CSDCC Shenzhen Branch (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders and may entrust an agent to attend and vote in writing. The agent of the shareholder does not have to be a shareholder of the company.
(2) Directors, supervisors and senior managers of the company.
(3) A lawyer employed by the company.
8. Venue: company conference room, 16th floor, T7, South District, No. 1 square, Shenzhen Bay, Nanshan District, Shenzhen, Guangdong Province
2、 Matters to be considered at this meeting
1. Matters under consideration
Table 1: proposal code of this shareholders’ meeting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 work report of the board of directors in 2021 √
2.00 work report of the board of supervisors in 2021 √
3.00 annual report 2021 and its summary √
4.00 financial final accounts report of 2021 √
5.00 proposal on 2021 profit distribution plan √
6.00 “on directors and senior managers of the company in 2022 √
Proposal on remuneration
7.00 proposal on the remuneration of supervisors in 2022 √
8.00 on the application of the company and its subsidiaries to financial institutions in 2022 √
Proposal on comprehensive credit granting and guarantee for subsidiaries
9.00 discussion on the prediction of the company’s daily connected transactions in 2022 √
Case
10.00 √ on changing the registered address and amending the articles of Association
Proposal
11.00 proposal on withdrawing provision for asset impairment √
12.00 notice on by election of independent directors of the Fourth Board of directors of the company √
Proposal on election
13.00 proposal on by election of supervisors √
2. Disclosure
The independent directors of the company submitted the annual report on their work in 2021 to the board of directors and will report on their work at this general meeting of shareholders; The above proposals 1 to 11 have been deliberated and adopted at the 34th meeting of the Fourth Board of directors and the 21st Meeting of the Fourth Board of supervisors held on April 20, 2022. See cninfo.com on the same day for details（ http://www.cn.info.com.cn. ）Relevant announcements issued on.
Meanwhile, the company held the 33rd meeting of the 4th board of directors and the 20th meeting of the 4th board of supervisors on April 12, 2022, and deliberated and adopted the proposal on by election of independent director candidates of the 4th board of directors and the proposal on by election of supervisors respectively. According to relevant regulations, the qualification and independence of independent director candidates must be reviewed by Shenzhen Stock Exchange before they can be submitted to the general meeting of shareholders of the company for deliberation.
The company has recently received the notice of no objection from Shenzhen Stock Exchange, and now submits the above two proposals to the company’s 2021 annual general meeting for deliberation.
Among the above-mentioned proposals, proposals 5, 8 and 10 shall be adopted by the general meeting of shareholders by special resolution, that is, more than 2 / 3 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders, and the remaining proposals shall be adopted by half of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
The relevant proposals considered at this shareholders’ meeting are major issues affecting the interests of small and medium-sized investors. The votes of small and medium-sized investors will be counted separately, and the results of the separate vote counting will be disclosed in a timely manner. Among them, small and medium-sized investors refer to other shareholders except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
3、 Meeting registration and other matters
1. Registration method: register by letter or fax;
(1) Natural person shareholders shall go through the registration procedures with their own ID card, shareholder account card or shareholding certificate; If a natural person shareholder entrusts an agent, the entrusted agent shall go through the registration formalities on the strength of his own ID card, power of attorney (see Annex 2 for the style), the client’s shareholder account card and the client’s ID card;
(2) The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he shall go through the registration formalities with the shareholder’s account card, the copy of the business license stamped with the official seal, the certificate of the legal representative and the ID card; If the legal representative entrusts an agent to attend the meeting, the entrusted agent shall go through the registration formalities with the ID card of the agent, the copy of the business license stamped with the official seal, the power of attorney issued by the legal representative (see Annex 2 for the sample), the identity certificate of the legal representative and the stock account card of the legal person shareholder;
(3) Non local shareholders can register by letter or fax with the above relevant certificates. Please send a fax and call for confirmation. When signing in for the meeting, the ID card and power of attorney of the attendees must show the original. Shareholders are requested to fill in the registration form of shareholders attending the meeting carefully (see Annex 3 for the format), and telephone registration is not accepted.
2. Registration time: registration by letter or fax must be delivered or faxed (075583571291) to the company before 12:00 a.m. on May 16, 2022.
3. Registration place: Company Securities Department, 16th floor, T7, South District, No. 1 square, Shenzhen Bay, Nanshan District, Shenzhen, Guangdong Province
4. Note: shareholders and shareholders’ agents attending the on-site meeting should bring the original of relevant certificates and sign in at the meeting place half an hour before the meeting.
5. Meeting contact information:
Contact: Office of the board of directors of the company
Tel: 075583571281
Fax: 075583571291
Email: [email protected].
Mailing address: 16th floor, T7, South District, No. 1 square, Shenzhen Bay, Nanshan District, Shenzhen, Guangdong Province
The on-site meeting will last for half a day, and the participants will pay for their own accommodation and transportation.
4、 Specific operation process of online voting
At this shareholders’ meeting, the company will provide shareholders with an online voting platform. Shareholders can vote through the trading system and Internet voting system of Shenzhen Stock Exchange（ http://wltp.cn.info.com.cn. ）Participate in online voting. See Annex 1 for the operation process of online voting.
5、 Documents for future reference
Resolutions of the 34th meeting of the 4th board of directors;
Resolution of the 21st Meeting of the 4th board of supervisors.
Attachment: 1. Specific operation process of participating in online voting
2. Power of attorney
3. Registration form of shareholders attending the meeting
It is hereby announced.
China Dive Company Limited(300526) board of directors
April 22, 2022 Annex 1:
Specific operation process of participating in online voting
1、 Procedures for online voting
1. Voting code: 350526; Voting abbreviation: China submarine voting
2. Proposal setting and opinion voting
(1) Proposal setting
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting proposal
1.00 work report of the board of directors in 2021 √
2.00 work report of the board of supervisors in 2021 √
3.00 annual report 2021 and its summary √
4.00 financial final accounts report of 2021 √
5.00 proposal on 2021 profit distribution plan √
6.00 “on directors and senior managers of the company in 2022 √
Proposal on remuneration
7.00 proposal on the remuneration of supervisors in 2022 √
8.00 on the application of the company and its subsidiaries to financial institutions in 2022 √
Proposal on comprehensive credit granting and guarantee for subsidiaries
9.00 discussion on the prediction of the company’s daily connected transactions in 2022 √
Case
10.00 √ on changing the registered address and amending the articles of Association
Proposal
11.00 proposal on withdrawing provision for asset impairment √
12.00 notice on by election of independent directors of the Fourth Board of directors of the company √
Proposal on election
13.00 proposal on by election of supervisors √
(2) Fill in the voting opinions.
The proposal of the general meeting of shareholders is non cumulative voting
