China Dive Company Limited(300526)
Work report of the board of directors in 2021
In 2021, the board of directors of China Dive Company Limited(300526) (hereinafter referred to as the “company”) earnestly performed various duties entrusted to the board of directors by the company and shareholders in strict accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other company systems, Earnestly implement the resolutions of the general meeting of shareholders, and diligently carry out all the work of the board of directors. The report on the work of the board of directors in 2021 is as follows:
1、 Convening of the board of directors
In 2021, the company held 12 meetings of the board of directors, which operated in strict accordance with the law. All directors fully expressed their opinions on relevant proposals and formed the final resolution in a serious, responsible, diligent, scientific and cautious manner. The convening, convening and voting procedures of the meeting comply with the relevant provisions of the company law and the articles of association, and the meeting is legal and effective. The matters considered and adopted at the meeting shall be effectively implemented by the board of directors.
The meeting was held as follows:
Order session date deliberation proposal
number
Proposal on adjusting the implementation progress of raised investment projects
1. Proposal on transferring part of the investment projects with raised funds held at the 17th meeting of the 4th board of directors on January 13, 2021 proposal on convening the second extraordinary general meeting of shareholders in 2021
Proposal on replacing annual audit accounting firm of the 4th board of directors
2. Proposal on convening the third extraordinary general meeting of shareholders in 2021 on February 10, 2021
Proposal on by election of non independent directors of the Fourth Board of directors of the company on March 26, 2021
Proposal on convening the fourth extraordinary general meeting of shareholders in 2021 at the 19th Meeting
Proposal on the election of chairman of the board of directors of the 4th session
4. Proposal on by election of members of special committees of the board of directors and proposal on appointment of deputy general manager on April 12, 2021
5. 2020 work report of the board of directors on April 28, 2021 of the 4th board of directors
General manager’s work report in 2020 at the 21st Meeting
2020 annual report and its summary
Financial statement report of 2020
Proposal on 2020 profit distribution plan
Internal control report 2020
Proposal on the renewal of the company’s audit institution in 2021, proposal on the prediction of daily connected transactions in 2021, proposal on the company and its subsidiaries applying for comprehensive credit from banks and providing guarantees for subsidiaries in 2021
Proposal on canceling some stock options of 2019 stock option incentive plan
Proposal on correction of previous accounting errors
Proposal on correction of inventory loss
Proposal on Amending the articles of Association
Proposal on Amending the related party transaction management system and special instructions of the board of directors on matters involved in non-standard audit opinions on 2020 financial report
Special instructions of the board of directors on issuing qualified internal control assurance report to accounting firms
First quarter report of 2021
Proposal on convening the 2020 annual general meeting of shareholders
Proposal on by election of non independent directors of the Fourth Board of directors of the company to be elected to the Fourth Board of directors
6. Proposal on appointment of securities affairs representative of the company on August 2, 2021 at the 22nd Meeting
Proposal on convening the fifth extraordinary general meeting of shareholders in 2021
7 proposal on the election of chairman of the board of directors on August 16, 2021 of the Fourth Board of directors
Proposal on by election of members of special committees of the board of directors at the 23rd Meeting
Proposal on the full text and summary of the company’s 2021 semi annual report 8 on August 27, 2021 of the Fourth Board of directors
Proposal on borrowing from actual controllers and related party transactions at the 24th Meeting
Proposal on by election of non independent directors of the Fourth Board of directors of the company on October 10, 2021
Proposal on convening the sixth extraordinary general meeting of shareholders in 2021 at the 25th meeting
10 proposal on the company’s report for the third quarter of 2021 on October 28, 2021 and proposal on by election of members of the special committee of the board of directors at the 26th meeting of the Fourth Board of directors
11. Proposal on election of chairman of the company issued by the 4th board of directors on November 2, 2021
Twenty seventh meeting
12 proposal of the 28th session of the 4th board of directors on correction and retroactive adjustment of accounting errors in the previous period on November 26, 2021
2、 The board of directors organized and held the general meeting of shareholders and implemented the resolutions of the general meeting of shareholders
In 2021, the company held seven general meetings of shareholders. The board of directors of the company, in accordance with the company law and other relevant laws and regulations, the articles of association and the rules of procedure of the board of directors, strictly followed the resolutions and authorization of the general meeting of shareholders, earnestly implemented the resolutions adopted by the general meeting of shareholders, and ensured the effective implementation of the resolutions of the general meeting of shareholders.
The details are as follows:
Serial number session date deliberation proposal
1. The first time in 2021: proposal on replacing the annual audit accounting firm on January 14, 2021
interim general meeting of stockholders
2. The second extraordinary general meeting of shareholders on February 1, 2021
3. The third time in 2021: proposal on replacing the annual audit accounting firm on March 5, 2021
interim general meeting of stockholders
4. Proposal on by election of non independent directors of the Fourth Board of directors and candidates for the extraordinary general meeting of shareholders on April 12, 2021
2020 work report of the board of directors
Work report of the board of supervisors in 2020
2020 annual report and its summary
Financial statement report of 2020
Proposal on 2020 profit distribution plan
Proposal on reappointment of the company’s audit institution in 2021
Case
Proposal on the application of comprehensive bank and its subsidiaries for providing guarantee to the general meeting of comprehensive bank on May 20, 2020
Proposal on canceling some stock options of 2019 stock option incentive plan
Proposal on special explanation of occupation of non operating funds and other related capital transactions of the company
Proposal on correction of inventory loss
Proposal on Amending the articles of Association
Proposal on Amending the measures for the administration of connected transactions
6. The fifth supplement to the supplementary provisions of the State Council on August 19, 2021
