China Dive Company Limited(300526)
Announcement of the resolution of the 34th meeting of the 4th board of directors
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、 Meetings of the board of directors
China Dive Company Limited(300526) (hereinafter referred to as "the company") the 34th meeting of the Fourth Board of directors 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 6 directors who should attend the meeting, and 6 actually attended the meeting, including 3 independent directors. The meeting was presided over by Mr. Han Zhenghai, chairman of the board of directors. 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 directors and relevant laws and regulations, and the resolutions made were legal and effective. 2、 Deliberations of the board meeting
The meeting voted by open ballot and considered and adopted the following proposals:
1. Deliberated and adopted the work report of the board of directors in 2021;
For the full text of the work report of the board of directors in 2021, please refer to the company's website (www.cn. Info. Com. CN.) on April 22, 2022 Relevant contents published. Mr. Sun Changxing, Ms. Bao Jinhong and Ms. Bao Qun, the current independent directors of the company, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company. See the report on the work of independent directors in 2021 on cninfo.com.cn on the same day Relevant contents published.
Voting results: 6 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. Reviewed and adopted the 2021 annual general manager work report;
The board of directors of the company reviewed the 2021 general manager's work report on April 20, 2022.
Voting results: 6 votes in favor; No negative vote; There were no abstentions.
3. Considered and adopted the annual report for 2021 and its summary;
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 of 2021 annual report disclosure will be published in Securities Daily, securities times, China Securities News and Shanghai Securities News at the same time.
Voting results: 5 votes in favor; No negative vote; 1 abstention. Ms. Bao Qun, an independent director, abstained from voting. Reason for waiver: the company's asset impairment is much higher than the average level of Companies in the same industry, which I doubt.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. 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. The company's 2021 financial report has been audited by Asia Pacific (Group) accounting firm (special general partnership) and issued non-standard opinions. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN) Disclosed 2021 annual audit report.
Voting results: 5 votes in favor; No negative vote; 1 abstention. Ms. Bao Qun, an independent director, abstained from voting. Reason for waiver: the company's asset impairment is much higher than the average level of Companies in the same industry, which I doubt.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on the profit distribution plan for 2021 was reviewed and approved;
In view of the company's loss in 2021, no profit distribution is proposed in this year, and no profit distribution in this year complies with the provisions of relevant laws and regulations and the articles of association. The independent directors expressed their independent opinions.
For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Relevant contents published. Voting results: 6 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.
6. Deliberated and adopted the report on self-evaluation of internal control in 2021;
The specific contents of the 2021 internal control self evaluation report and the opinions expressed by the independent directors are detailed in the same day on cninfo (www.cn. Info. Com. CN.) Relevant contents published.
Voting results: 5 votes in favor; No negative vote; 1 abstention. Ms. Bao Qun, an independent director, abstained from voting. Reasons for abstention: the company's 2021 internal control self-evaluation report shows that there are still unresolved remaining problems and the impact has not been eliminated. Therefore, there are doubts about the internal control self-evaluation report.
7. The proposal on the remuneration of directors and senior managers of the company in 2022 was deliberated and adopted;
In combination with the main work scope, responsibilities and workload of the management positions of directors and senior managers and the salary level of relevant positions in other relevant enterprises, the company has formulated the salary plan for directors and senior managers in 2022. The independent directors have expressed their independent opinions on this proposal. For details, please refer to the company's website (www.cn. Info. Com. CN.) on the same day Relevant contents published.
Voting results: 6 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 company and its subsidiaries applying for comprehensive credit from financial institutions and providing guarantee for subsidiaries in 2022 was deliberated and adopted;
According to the company's strategic development plan and the needs of production and operation, the company and its wholly-owned subsidiaries, wholly-owned subsidiaries and holding subsidiaries intend to apply to financial institutions for a comprehensive credit line with an accumulated amount of no more than RMB 1 million. The business scope includes but is not limited to all kinds of loans, acceptance bills, letters of credit, letters of guarantee, etc., and authorize the company to use the plant Land, etc. shall be mortgaged or the equity of subsidiaries held by the company shall be pledged. 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.
For details, see http://www.cn.info.com.cn.cn on the same day Relevant contents published.
Voting results: 6 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. The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted;
The daily related party transactions of the company in 2022 are expected to be based on the actual business development needs of the company. The transaction pricing is 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. There is no situation that damages the interests of the company and all shareholders.
The independent directors of the company gave their prior approval and independent opinions on this proposal. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant contents published.
Voting results: 6 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.
10. Deliberated and passed the proposal on changes in accounting policies;
The company's implementation of the revised accounting standards for Business Enterprises No. 21 - leasing is carried out in accordance with the provisions of 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 to previous years, and will not have a significant impact on the company's financial status, operating results and cash flow. There is no damage to the interests of the company and minority shareholders. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant contents published. Voting results: 6 votes in favor; No negative vote; There were no abstentions.
11. The proposal on changing the registered address and amending the articles of association was deliberated and passed;
In accordance with the relevant provisions of the company law, the securities law, the guidelines for the articles of association of listed companies and other laws and regulations, and in combination with the actual situation of the company, it is proposed to change the registered address of the company and revise some provisions of the articles of association, and change the registered address of the company from "Changbu village, Xinwei Town, Huiyang District, Huizhou City, Guangdong Province" to "Zhongqian building, Jinhui Avenue, tuhu street, Danshui street, Huiyang District, Huizhou City". The specific changes are as follows:
Before and after modification
Article 5 company domicile: Huiyang, Huizhou City, Guangdong province article 5 company domicile: Zhongqian building, Jinhui Avenue, tuhu, Changbu village street, Xinwei Town, Danshui District, Huiyang District, Huizhou City
Postal Code: 516223 postal code: 516223
The final change of registered address shall be subject to the contents approved by the market supervision and administration department. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the registration change of the business license according to the contents approved by the market supervision and administration department. For details, please refer to the company's website on the same day (www.cn. Info. Com. CN.) Relevant contents published.
Voting results: 6 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.
12. The proposal on Amending the registration and management system for insiders of inside information was deliberated and adopted;
According to the latest regulatory rules and in combination with the actual situation of the company, the company plans to revise the insider registration system accordingly. The revised insider registration management system is detailed on cninfo.com.cn on the same day Relevant contents published.
Voting results: 6 votes in favor; No negative vote; There were no abstentions.
13. Deliberated and adopted the special note of the board of directors on matters involved in non-standard audit opinions on the financial report of 2021;
The independent directors of the company expressed their independent opinions on this proposal. For details, please refer to http://www.cn.info.com.cn Relevant contents published.
Voting results: 6 votes in favor; No negative vote; There were no abstentions.
14. Deliberated and passed the proposal on the provision for asset impairment;
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: 5 votes in favor; No negative vote; 1 abstention. Ms. Bao Qun, an independent director, abstained from voting. Reason for waiver: the company's asset impairment is much higher than the average level of Companies in the same industry, which I doubt.
15. The proposal on convening the 2021 annual general meeting of shareholders was deliberated and adopted.
The company plans to hold the 2021 annual general meeting of shareholders at 15:00 on May 18, 2022 to consider the above relevant proposals to be considered by the general meeting of shareholders.
The company has 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. For details, see http://www.cn.info.com.cn.cn on the same day Relevant contents published.
Voting results: 6 votes in favor; No negative vote; There were no abstentions.
3、 Documents for future reference
1. Resolutions of the 34th meeting of the 4th board of directors;
2. Prior approval opinions of independent directors on the 34th meeting of the Fourth Board of directors.
3. Independent opinions of independent directors on the 34th meeting of the Fourth Board of directors.
It is hereby announced.
Board of directors
April 22, 2022
