China Dive Company Limited(300526)
Announcement of resolutions of the 21st Meeting of the 4th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
China Dive Company Limited(300526) (hereinafter referred to as "the company") the 21st Meeting of the 4th board of supervisors was held on April 20, 2022 in the company's conference room on the 16th floor of T7, No. 1 square, Shenzhen Bay, Nanshan District, Shenzhen, Guangdong Province. The notice of the meeting was sent by e-mail and written form on April 10, 2022. There are 3 supervisors who should attend the meeting, and 3 supervisors actually attended the meeting, including 1 employee supervisor representative. The meeting was presided over by Ms. Feng Xiaoyan, chairman of the board of supervisors. The convening and convening of the meeting met the provisions of the company law of the people's Republic of China, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, and the resolutions made were legal and effective.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation by the supervisors attending the meeting, the following proposals were adopted by open ballot:
1. Deliberated and adopted the work report of the board of supervisors in 2021;
See the work report of the board of supervisors in 2021 on cninfo.com.cn on the same day for details Published content.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Considered and adopted the annual report for 2021 and its summary;
After review, the board of supervisors believes that the procedures for the preparation and review of the 2021 annual report and its summary by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
The full text of the company's 2021 annual report and the summary of the 2021 annual report are detailed on cninfo.com.cn on the same day Relevant contents published. The suggestive announcement on the disclosure of 2021 annual report will be published in the securities times, Securities Daily, China Securities News and Shanghai Securities News at the same time.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and adopted the financial final accounts report of 2021;
See the financial statement of 2021 on cninfo (www.cn. Info. Com. CN.) on the same day for details Relevant contents published.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
In view of the company's losses in 2021, the board of supervisors believes that the company's plan not to conduct profit distribution in 2021 complies with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the proposal on the company's profit distribution plan in 2021.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. Deliberated and adopted the report on self-evaluation of internal control in 2021;
See the report on self-evaluation of internal control in 2021 on cninfo.com.cn on the same day for details Relevant contents published.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
6. Deliberated and passed the proposal on the remuneration of supervisors in 2022;
The remuneration plan of the company's supervisors for 2022 is formulated in combination with the remuneration level of the company's industry and region, the company's annual operating conditions and post responsibilities, and complies with the provisions of relevant laws and regulations, normative documents and the articles of association. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant contents published.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders for deliberation.
7. The proposal on the company and its subsidiaries applying for comprehensive credit from financial institutions and providing guarantee for subsidiaries in 2022 was deliberated and adopted;
After review, the board of supervisors believes that this matter will help the company and its subsidiaries broaden financing channels and improve the efficiency of capital use, and there is no harm to the interests of investors. It is unanimously agreed that the company and its wholly-owned subsidiaries, wholly-owned subsidiaries and holding subsidiaries intend to apply for a comprehensive credit line of no more than RMB 1 million from financial institutions, and the business scope includes but is not limited to all kinds of loans, acceptance bills, letters of credit, letters of guarantee, etc, Authorize the company to mortgage the plant and land of the company and its subsidiaries or pledge the equity of subsidiaries held by the company.
It is agreed that the total amount of credit guarantee provided by the company for wholly-owned subsidiaries, wholly-owned subsidiaries and holding subsidiaries shall not exceed RMB 500 million. The guaranteed wholly-owned subsidiaries are Shenzhen Blue Sports Co., Ltd., Shenzhen walway sporting goods manufacturing Co., Ltd., a wholly-owned subsidiary, and Jiangsu Ruizhi Zhonghe New Energy Technology Co., Ltd., a new holding subsidiary in 2022. The above guarantee lines of subsidiaries, subsidiaries and holding subsidiaries can be adjusted mutually, and the mortgages provided by subsidiaries, subsidiaries and holding subsidiaries for their application for comprehensive credit from financial institutions Pledge and other situations are not within the above expected limit.
At the same time, the board of supervisors agreed that the company proposed to submit the application for the comprehensive credit line of financial institutions and the provision of guarantee to the general meeting of shareholders to authorize the chairman to sign relevant documents. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant contents published.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8. The proposal on the prediction of daily connected transactions in 2022 was considered and adopted;
After review, the board of supervisors believes that the daily connected transactions of the company in 2022 are expected to be based on the actual operation and development needs of the company, and the transaction pricing shall be determined by both parties through negotiation according to the market conditions, based on the market fair price and following the principles of openness, fairness and impartiality, without damaging the interests of the company and all shareholders.
For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant contents published.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
9. Deliberated and passed the proposal on changes in accounting policies;
After review, the board of supervisors believes that the company's implementation of the revised accounting standards for Business Enterprises No. 21 - leasing is carried out in accordance with the relevant documents of the Ministry of Finance and in line with the provisions of relevant laws and regulations. After the implementation of the changed accounting policies, the company's financial status and operating results can be reflected objectively and fairly, without retroactive adjustment of previous years, and the company's financial status Operating results and cash flow will not have a significant impact.
For details, see http://www.cn.info.com.cn.cn on the same day Relevant contents published.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
10. The proposal on the provision for asset impairment was deliberated and adopted
In order to more truly and accurately reflect the company's asset status and financial status, in accordance with the accounting standards for business enterprises, accounting standards for Business Enterprises No. 8 - asset impairment and the company's accounting policies and other relevant provisions, and based on the principle of prudence, the provision for asset impairment is made for the company's main assets such as inventory, fixed assets, intangible assets, construction in progress and goodwill.
This time, the impairment test was conducted on the inventory, fixed assets, intangible assets, projects under construction held by the company and the relevant asset groups forming goodwill through the acquisition of the equity of Shenzhen Blue Sports Co., Ltd. For details, see http://www.cn.info.com.cn.cn on the same day Relevant contents published.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The opinions of the board of supervisors on the special notes of the board of directors on matters involved in the non-standard audit opinions on the 2021 financial report were reviewed and adopted.
For details, see http://www.cn.info.com.cn.cn on the same day Relevant contents published.
Voting results: 3 votes in favor; No negative vote; There were no abstentions.
3、 Documents for future reference
China Dive Company Limited(300526) the resolution of the 21st Meeting of the 4th board of supervisors
It is hereby announced.
China Dive Company Limited(300526) board of supervisors
April 22, 2022
