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Fashion

Announcement of Di Su Fashion Co., Ltd. 2023 profit distribution plan

  Securities code: 603587 Securities Abbreviation: Di Su Fashion Announcement Number: 2024-008

  

  The board of directors of the company and all directors guarantee that there are no false records, misleading statements or major omissions in this announcement, and assume legal responsibility for the authenticity, accuracy and integrity of its content.

  Important content reminder:

  ● The distribution ratio per share: 0.80 yuan (including tax) per share will be distributed per share.

  ● This profit distribution is based on the total number of shares of the company’s total share capital registered registration date of the equity registration date.The company’s shares held by the company do not participate in this profit distribution by repurchasing special accounts.

  ● If the company’s total share capital has changed before the implementation of the equity assignment of the equity distribution, the proportion of the distribution per share will not change, the total amount of allocation is adjusted accordingly, and the specific adjustment will be announced.

  1. The main content of profit distribution plan

  In the audit of Jinglixin Accounting Firm (Special Ordinary Partnership), the company’s net profit attributable to shareholders of listed companies in 2023 was RMB 493,632,406.42. As of December 31, 2023, the cumulative distribution profit for the parent company was 1,490,261,633.12.According to the decision of the board of directors, the company’s total share capital to deduct the company’s repurchase of special securities accounts in 2023 shall allocate profits.The profit distribution plan is as follows:

  1. In order to better return investors and share the growth income of the company with investors, on the premise of ensuring the company’s normal operation and long -term development, the company intends to issue cash dividends to all shareholders of 8.00 yuan (including tax) per 10 shares.As of the disclosure of this announcement, the company’s total share capital was 477,386,282 shares, and the share capital of 475,996,282 shares after the company’s repurchase of special securities accounts (1,390,000 shares) was deducted from the company. In this wayThe proportion of net profit attributable to listed companies in 2023 was 77.14%.

  2. On October 16, 2023, the company held the seventh session of the company’s 4th board of directors and the eighth session of the 4th Supervisory Board of the Board of Commissioner.It was determined that on October 16, 2023, it was awarded 13.900 million stock options to 17 incentive objects, and the price of the equity of the equity bank was 12.32 yuan/share.On November 27, 2023, the company completed the stock option registration procedures at Shanghai Branch of China Securities Registration and Settlement Co., Ltd., with a registered stock option of 1.39 million million copies, all of which were stored in the company’s special securities account, totaling 1,390,000 shares did not participate in this profit.distribute.

  3. On April 27, 2022, the company held the seventeenth meeting of the third board of directors of the company, and reviewed and approved the “Proposal on the Company’s Bidding Plan for Bidding Transactions”.As of April 13, 2023, the company completed the repurchase.According to Article 8 of the “Shanghai Stock Exchange Listed Company Self -Regulatory Supervision Guidelines No. 7 -Buy Shares”, if a listed company uses cash as a consideration and uses a concentrated bidding to repurchase the shares, the shares that have been implemented that year that year have been implemented.It is regarded as a cash dividend and included in the relevant proportion of the cash dividend of the year.In 2023, the company repurchased a total of 2,508,668 shares in a concentrated bidding transaction method, and the amount of cash dividends was 40,109,373.33 yuan (excluding transaction fees), accounting for 8.13%of the net profit attributable to shareholders of listed companies in 2023.

  In summary, the total dividend of the company in 2023 was 420,906,398.93 yuan, accounting for 85.27%of the net profit attributable to shareholders of listed companies in 2023.

  For example, during the disclosure of this announcement to the date of implementation of the equity registration date, due to convertible bonds, repurchase shares, equity incentives granted shares repurchase cancellation, major asset reorganization shares repurchase, etc., the company’s total shares have changed, The company will maintain the proportion of the distribution per share unchanged, and adjust the total distribution accordingly.If the subsequent total share capital changes, the specific adjustment will be announced.

  The profit distribution plan needs to be submitted to the shareholders’ meeting for review.

  2. Decision -making procedures for the company’s performance

  (1) The convening, review and voting of the board meeting

  The company held the ninth meeting of the fourth board of directors on April 25, 2024. Obtained with 9 votes, 0 votes, 0 votes, and 0 votes.The bill is submitted to the company’s shareholders meeting for review.This plan meets the profit distribution policy stipulated by the company’s articles of association and the company’s disclosed shareholders’ return plan.

  (2) Opinions of the Supervisory Committee

  The Supervisory Board issued the following opinions: The company’s 2023 profit distribution plan is proposed in combination with factors such as the company’s actual operation, financial status, and long -term development. There is no situation of damage to the interests of small and medium shareholders, which is in lineRegulations on profit distribution such as cash dividends.The voting procedures of the board of directors on this profit distribution plan meets the laws and regulations and the relevant provisions of the “Articles of Association”, and the voting procedures are legally effective.I agree to submit it to the company’s shareholders’ meeting for review.

  3. Related risk reminder

  This profit distribution plan combines factors such as the company’s profitability and future capital demand. It will not have an important impact on the company’s operating cash flow, and will not affect the company’s normal operation and long -term development.The profit distribution plan still needs to be submitted to the company’s shareholders’ meeting to review and approve the implementation before implementing it. Investors are requested to judge rationally and pay attention to investment risks.

  Special announcement.

  Di Su Fashion Co., Ltd.

  Board of Directors

  April 26, 2024

  

  Securities code: 603587 Securities abbreviation: Di Su Fashion

  Di Su Fashion Co., Ltd.

  The first quarter report of 2024

  The board of directors of the company and all directors guarantee that there are no false records, misleading statements or major omissions in this announcement, and assume legal responsibility for the authenticity, accuracy and integrity of its content.

  Important content prompt

  The company’s board of directors, board of supervisors and directors, supervisors, and senior management guarantees the authenticity, accuracy and integrity of the quarterly report content. There are no false records, misleading statements, or major omissions, and bear individual and joint legal responsibility.

  The person in charge of the company, the person in charge of the accounting work, and the person in charge of the accounting agency (accountant) guarantee the authenticity, accuracy, and complete financial information in the quarterly report.

  Whether the financial statements in the first quarter have been audited

  □ Yes √ No

  1. Main financial data

  (1) Main accounting data and financial indicators

  Unit: Currency: RMB

  

  (2) Non -recurring profit and loss items and amounts

  √ Applicable □ Not applicable

  Unit: Currency: RMB

  

  For the non -recurring profit and loss project that the company will not be listed as the “non -recurring profit and loss of the company’s company information disclosure explanation interpretation announcement No. 1 — Non -recurring Losions”.Disclosure of Interpretation Announcement No. 1 -Non -recurring Losses and Losses Listed by Non -recurring Losions, which are defined as conventional profit or loss projects, should be explained.

  □ Applicable √ Not applicable

  (3) Main accounting data, changes in financial indicators

  √ Applicable □ Not applicable

  

  2. Shareholders’ information

  (1) The total number of general shareholders and the number of preferred shareholders and the top ten shareholders holding shareholding list

  Unit: stock

  

  Note: Di Su Fashion Co., Ltd. repurchase special securities account holding 1,390,000 unlimited sales shares of unlimited sales, accounting for 0.29%of the company’s total share capital.List in the Sales Sales Shareholders Stocks.

  Shareholders with more than 5%, the top 10 shareholders and top 10 shareholders of unlimited sales of unlimited sales participating in the transfer business

  □ Applicable √ Not applicable

  The top 10 shareholders and the top 10 shareholders of unlimited sales and circulation of shares have changed due to the reasons for the export/return.

  □ Applicable √ Not applicable

  3. Other reminders

  It is necessary to remind investors to pay attention to other important information about the company’s reporting period

  □ Applicable √ Not applicable

  Fourth, quarterly financial statements

  (1) Types of audit opinions

  □ Applicable √ Not applicable

  (2) Financial statements

  Into asset -liability statement

  March 31, 2024

  Preparation unit: Di Su Fashion Co., Ltd.

  Unit: Yuancoin: RMB audit type: unaudited

  

  Person in charge of the company: Ma Ruimin, the person in charge of accounting work: Zhang Jun’s accounting institution head: Huang Caifen

  Consolidated Income Statement

  January to March 2024

  Preparation unit: Disu Fashion Co., Ltd.

  Unit: Yuancoin: RMB audit type: unaudited

  

  If the merger of the enterprise under the same control in this period, the net profit realized before the merger is: 0 yuan, and the net profit realized by the merger in the previous period is: 0 yuan.

  Person in charge of the company: Ma Ruimin, the person in charge of accounting work: Zhang Jun’s accounting institution head: Huang Caifen

  Consolidated Cash Flow Statement

  January to March 2024

  Preparation unit: Disu Fashion Co., Ltd.

  Unit: Yuancoin: RMB audit type: unaudited

  

  Person in charge of the company: Ma Ruimin, the person in charge of accounting work: Zhang Jun’s accounting institution head: Huang Caifen

  (3) For the first time in 2024, the explanation of the new accounting standards or guidelines for the first time involved the adjustment of the financial statement at the beginning of the year

  □ Applicable √ Not applicable

  Special announcement

  Di Su Fashion Co., Ltd. Board of Directors

  April 25, 2024

  

  Securities code: 603587 Securities abbreviation: Di Su Fashion Announcement Number: 2024-015

  Di Su Fashion Co., Ltd.

  Announcement of Resolution of the Ninth Meeting of the 4th Board of Directors

  The board of directors of the company and all directors guarantee that there are no false records, misleading statements or major omissions in this announcement, and assume legal responsibility for the authenticity, accuracy and integrity of its content.

  1. The situation of the board meeting was held

  Di Su Fashion Co., Ltd. (hereinafter referred to as “Di Su Fashion” or “Company”) was at 14:00 on April 25, 2024 at 14:00 on the spot.The meeting room on the 7th floor of the 8th floor of the Hui Century Plaza held the ninth meeting of the fourth board of directors.On April 15, 2024, the company issued a meeting notice to all directors, supervisors and senior managers sent by special personnel, email, express delivery, telephone, fax or announcement.The meeting should go to 9 directors, and nine directors were actually; the company supervisors and senior managers attended the meeting.The convening, convening and voting procedures of the meeting conforms to the relevant provisions of the “Company Law of the People’s Republic of China” (hereinafter referred to as the “Company Law”) and the “Company Articles of Association”.

  2. Council of the Board of Directors

  The meeting was chaired by Ms. Ma Ruimin. After discussion, the directors of the meeting were reviewed and approved by the voting voting method:

  (1) The “Proposal on the Company’s 2023 Annual Report and its summary” was considered.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  Prior to the submission of the board of directors for review, the motion has been reviewed and approved by the sixth meeting of the company’s fourth board of directors, and the board of directors of the board of directors agreed on the case.

  For details, please refer to the “Di Su Fashion Annual Report 2023” and “Di Su Fashion 2023 Annual Report Abstract” disclosed on April 26, 2024.

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (2) The “Proposal on the Work Report on the Company’s 2023 Board of Directors” was reviewed.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (3) The “Proposal on the Company’s 2023 Financial Fatter Report” was considered.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (4) The “Proposal on the Company’s 2023 Environment, Social and Corporate Governance (ESG) Report” was considered.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the company on April 26, 2024, which disclosed the “Di Sui Fashion 2023 Environment, Social and Corporate Governance (ESG) Report” on the website of the Shanghai Stock Exchange.

  (5) A proposal on the “Special Report on the Storage and Actual Use of the Company’s 2023 Metropolitania Store and Actual Use” was considered.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the company’s special report on “Di Su Fashion on the Storage and actual use of funds raised and actual use” on the website of the Shanghai Stock Exchange on April 26, 2024 (announcement number: 2024-004).

  (6) A proposal on the “Proposal on Cash Management on the use of some idle funds for the company’s use of some idle funds”.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the “Announcement on the Company’s Cash Management on Cash Management of the Company on Cash Management” on April 26, 2024 on the website of the Shanghai Stock Exchange website on April 26, 2024 (Announcement Number: 2024-005).

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (7) A proposal on the “Proposal on the use of some of the company’s idle funds for cash management” was considered.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the “Announcement on the Company’s Cash Management on Cash Management of the Company for Cash Management” on April 26, 2024 on the website of the Shanghai Stock Exchange website on April 26, 2024 (Announcement Number: 2024-006).

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (8) The “Proposal on confirming the company’s daily affiliated transactions in 2023 and the estimated company’s daily related affiliated transactions in 2024” was reviewed and approved.

  Voting results: 4 votes agree, 0 votes against, 0 votes abstain.

  Ms. Ma Ruimin, Ms. Ma Limin, Ms. Ma Limin, Ms. Ma Yixin, and Jiang Yan of the company’s related directors of the company have avoided voting of this bill in accordance with regulations.

  Prior to the submission of the board of directors for consideration, the motion had the company’s fourth independent directors’ specialized meeting for review and approval in 2024, and independent directors agreed on the bill.

  For details, please refer to the “Di Su Fashion’s Daily Related Transactions of the Company 2023 and the announcement of the company’s 2024 daily affiliated transaction” on April 26, 2024 disclosed on the website of the Shanghai Stock Exchange.Essence

  (9) The Proposal on the Company’s 2023 Morality Distribution Plan was reviewed.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  In the audit of Jinglixin Accounting Firm (Special Ordinary Partnership), the company’s net profit attributable to shareholders of listed companies in 2023 was RMB 493,632,406.42. As of December 31, 2023, the cumulative distribution profit for the parent company was 1,490,261,633.12.According to the decision of the board of directors, the company’s total share capital to deduct the company’s repurchase of special securities accounts in 2023 shall allocate profits.The profit distribution plan is as follows:

  1. In order to better return investors and share the growth income of the company with investors, on the premise of ensuring the company’s normal operation and long -term development, the company intends to issue cash dividends to all shareholders of 8.00 yuan (including tax) per 10 shares.As of the disclosure of this announcement, the company’s total share capital was 477,386,282 shares, and the share capital of 475,996,282 shares after the company’s repurchase of special securities accounts (1,390,000 shares) was deducted from the company. In this wayThe proportion of net profit attributable to listed companies in 2023 was 77.14%.

  2. On October 16, 2023, the company held the seventh session of the company’s 4th board of directors and the eighth session of the 4th Supervisory Board of the Board of Commissioner.It was determined that on October 16, 2023, it was awarded 13.900 million stock options to 17 incentive objects, and the price of the equity of the equity bank was 12.32 yuan/share.On November 27, 2023, the company completed the stock option registration procedures at Shanghai Branch of China Securities Registration and Settlement Co., Ltd., with a registered stock option of 1.39 million million copies, all of which were stored in the company’s special securities account, totaling 1,390,000 shares did not participate in this profit.distribute.

  3. On April 27, 2022, the company held the seventeenth meeting of the third board of directors of the company, and reviewed and approved the “Proposal on the Company’s Bidding Plan for Bidding Transactions”.As of April 13, 2023, the company completed the repurchase.According to Article 8 of the “Shanghai Stock Exchange Listed Company Self -Regulatory Supervision Guidelines No. 7 -Buy Shares”, if a listed company uses cash as a consideration and uses a concentrated bidding to repurchase the shares, the shares that have been implemented that year that year have been implemented.It is regarded as a cash dividend and included in the relevant proportion of the cash dividend of the year.In 2023, the company repurchased a total of 2,508,668 shares in a concentrated bidding transaction method, and the amount of cash dividends was 40,109,373.33 yuan (excluding transaction fees), accounting for 8.13%of the net profit attributable to shareholders of listed companies in 2023.

  In summary, the total dividend of the company in 2023 was 420,906,398.93 yuan, accounting for 85.27%of the net profit attributable to shareholders of listed companies in 2023.

  For example, during the disclosure of this announcement to the date of implementation of the equity registration date, due to convertible bonds, repurchase shares, equity incentives granted shares repurchase cancellation, major asset reorganization shares repurchase, etc., the company’s total shares have changed, The company will maintain the proportion of the distribution per share unchanged, and adjust the total distribution accordingly.If the subsequent total share capital changes, the specific adjustment will be announced.

  For details, please refer to the “Announcement of the 2024-008 of the 2024-008) disclosed on April 26, 2024 on April 26, 2024 on the website of the Shanghai Stock Exchange.

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (10) The Proposal on the Company’s 2023 Internal Control Evaluation Report was reviewed.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  Prior to the submission of the board of directors for review, the motion has been reviewed and approved by the sixth meeting of the company’s fourth board of directors, and the board of directors of the board of directors agreed on the case.

  For details, please refer to the company’s “Di Su Fashion Internal Control Evaluation Report” on the website of the Shanghai Stock Exchange on April 26, 2024.

  (11) The “Proposal on Confirming the Company’s Directors and Supervisors of 2023 and 2024 Salary Plan” was considered.

  Voting results: In view of the salary of all directors in this bill, based on the principle of caution, all directors avoided voting.I agreed to submit the bill to the shareholders’ meeting for consideration.

  1. The salary of the company’s directors and supervisors in 20123

  If the company’s senior managers serve as the company’s directors, they will not receive directors ‘salary except for the salary of senior managers; non -independent directors who have not served as senior management personnel do not receive directors’ compensation at the company.The company’s supervisor’s salary will no longer receive the supervisor allowance in addition to the salary of the actual job.

  2. The salary plan of directors and supervisors in 2014

  (1) Company Directors’ salary plan

  The company’s non -independent directors ‘salary will no longer receive the directors’ allowance in addition to the salary of the company’s actual work position; the company’s independent directors allowance, the annual salary standard of 2024 is 18 million yuan per year.

  (2) Company Supervisor’s salary plan

  The company’s supervisor’s salary will no longer receive the supervisor allowance in addition to the salary of the actual job.

  Prior to the submission of the board of directors for review, the motion has been reviewed by the company’s fourth board of directors and the assessment committee of the company.

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (12) The “Proposal on Confirming the Mission of Senior Management of the Company 2023” was considered.

  Voting results: 5 votes agree, 0 votes oppose, 0 votes abstain.

  The company’s related directors Ms. Ma Ruimin, Ms. Ma Limin, Ms. Ma Yimin, and Mr. Tian Lin avoided the voting of this bill in accordance with regulations.

  According to the “Company Law”, “Company Articles of Association”, and “Rules for the Special Committee of the Board of Directors of the Company”, refer to the salary level of senior managers of listed companies in the same industry in China, combined with the actual operation of the company, reviewed by the company’s board of directors and the assessment committee to confirm the confirmationThe company’s senior managers’ salary 2023.The company’s senior managers comprehensively evaluate salary in accordance with the specific management positions, actual work performance in the company, and combined with the company’s operating performance.

  Prior to the submission of the board of directors for review, the motion has been reviewed and approved by the fourth meeting of the company’s fourth board of directors and the fourth meeting of the assessment committee.

  (13) A proposal on the “Report on the Performance of the Company’s 2023 Board of Directors’ Audit Committee in 2023”.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  Prior to the submission of the board of directors for review, the motion has been reviewed and approved by the sixth meeting of the company’s fourth board of directors, and the board of directors of the board of directors agreed on the case.

  For details, please refer to the company’s “Report on the Performance of the Division of the Division of the Board of Directors 2023” on the website of the Shanghai Stock Exchange on April 26, 2024.

  (14) The Proposal on the “Report on the Company’s 2023 Independent Directors’ Report” was reviewed.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the company’s “Entry Fashion Directors’ Report of the 2023 Independent Directors” on April 26, 2024 on the website of the Shanghai Stock Exchange.

  The bill still needs to be submitted to the company’s shareholders’ meeting.

  (15) The “Proposal on Continued Two -224 Accounting Firm” was reviewed and approved.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  Lixin Accounting Firm (special common partnership) (hereinafter referred to as “Lixin”) is an accounting firm with a securities business qualification approved by the Ministry of Finance and the China Securities Regulatory Commission.During the 2023 annual audit, Lixin effectively completed the relevant financial statements audit and internal control audit work, and fully fulfilled the responsibilities and obligations of the audit institution.In view of the above situation, it is proposed to continue to hire Lixin as the company’s 2024 financial audit institution and internal control audit institution. The employment period is one year from the date of the 2023 annual shareholders’ meeting.The internal control audit fee is 300,000 yuan.

  Prior to the submission of the board of directors for review, the motion has been reviewed and approved by the sixth meeting of the company’s fourth board of directors, and the board of directors of the board of directors agreed on the case.

  For details, please refer to the company’s “Announcement on Renewal of 2024 Accounting Firm” (announcement number: 2024-009), which was disclosed on April 26, 2024 on the website of the Shanghai Stock Exchange website.

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (16) A proposal on the “Planning for shareholders’ dividends in the company in the next three years (2024-2026) in the next three years”.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the “Announcement on the Planning Plan for the Planning Planning of the Popularity Planning Plan for the Company of the Company in the next three years (2024-2026)” (announcement number: 2024-010), which was disclosed on the website of the Shanghai Stock Exchange website on April 26, 2024.

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (17) A proposal of the “Restricted Stocks on the Limited Stocks of the Incentive Objects that have been granted by the excitation objects that have been repurchased for repurchase”.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the “Announcement of Restricted Stocks with Restricted Stocks on the Refueling Objects on the Sale of Repurchase for the Limited Sales” (announcement number: 2024-011).

  (18) The “Registered Capital and Revision”<公司章程>Proposal.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  In view of the company’s 2023 stock options and restricted stock incentive plans for repurchase the cancellation part of the rejuvenation, but the total restricted stocks have not been lifted, the total stocks have a total of 335,000 shares. After the repurchase and cancellation, the company’s registered capital will be changed from 477,386,282 yuan to 477,051,282 yuan.It will be changed from 477,386,282 to 477,051,282 shares.

  In addition, in accordance with the provisions of relevant laws, regulations and regulatory documents such as the “Shanghai Stock Exchange Stock Listing Rules”, “Guidelines for Listed Companies”, “Guidelines for Listed Companies (Revised in 2023)”, combined with the above -mentioned changes, the company intends to “The Articles of Association of the Company conducted amendments. At the same time, the board of directors requested the shareholders’ meeting to authorize the board of directors and the board of directors to go through the relevant industrial and commercial change registration procedures.

  For details, please refer to the company’s “Di Sui Fashion About Registration Capital and Amendment on April 26, 2024 disclosed on the website of the Shanghai Stock Exchange<公司章程>Announcement “(announcement number: 2024-012).

  The proposal needs to be submitted to the company’s shareholders’ meeting for consideration.

  (19) The Proposal on Amending Some Systems of the Company was reviewed.

  1. Review and approve the “Amendment<公司股东大会议事规则>Proposal;

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  2. Review and approve the “Amendment<公司董事会议事规则>Proposal;

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  3. Review and approve the “Amendment<公司独立董事工作制度>Proposal;

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  4. Review and approve the “Amendment<公司董事会专门委员会议事规则>Proposal;

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  5. Review and approve “About Formation<公司独立董事专门会议工作制度>Proposal;

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  6. Review and approve “About Formation<公司会计师事务所选聘制度>Proposal;

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  In the motion, the sub -motion 1, 2, 3, 5, and 6 must be submitted to the company’s shareholders’ meeting for consideration.

  (20) The Proposal on the Holding Company’s 2023 Annual Shareholders’ Conference was reviewed.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the company’s “Di Su Fashion’s Notice on Holding the 2023 Annual General Assembly” (announcement number: 2024-018), which was disclosed on the website of the Shanghai Stock Exchange on April 26, 2024.

  (21) The Proposal of the “Proposal on Adjusting the Company’s Fourth Board of Directors’ Audit Committee” was considered.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  In order to further improve the corporate governance structure, ensure the standardized operation of the special committee of the board of directors of the company, and give full play to the role of the special committee in the governance of the listed company, in accordance with Article 5 of the “Administrative Measures for Independent Directors of Listed Companies” promulgated by the China Securities Regulatory Commission “In order not to serve as a director of the listed company as a senior manager “, the company has made the following adjustments to the members of the 4th board of directors of the board of directors:

  Ms. Ma Ruimin, chairman and general manager of the company, is no longer a member of the board of directors of the board of directors.After the adjustment, members of the company’s fourth board of directors were: Ms. Zhang Chun (chairman), Mr. Shi Weilei, and Mr. Jiang Yan.

  Before the board of directors was submitted to the board of directors, the motion had been reviewed and approved by the third meeting of the fourth board of directors of the board of directors of the company.

  (Twenty -two) A proposal on the “Apocalypse of the Company’s Board of Directors’ 2023 Performance of the Supervision Responsibilities” was reviewed and approved.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  Prior to the submission of the board of directors for review, the motion has been reviewed and approved by the sixth meeting of the company’s fourth board of directors, and the board of directors of the board of directors agreed on the case.

  For details, please refer to the company’s report on April 26, 2024 disclosed the “Report on the Audit Committee of the Di Sui Fashion Board of Directors on the Performance Responsibilities of the Accounting Firm” on the website of the Shanghai Stock Exchange.

  (23) The Proposal on the Evaluation Report on the Company’s 2023 Accounting Firm in 2023.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  Prior to the submission of the board of directors for review, the motion has been reviewed and approved by the sixth meeting of the company’s fourth board of directors, and the board of directors of the board of directors agreed on the case.

  For details, please refer to the company’s “Evaluation Report on the Performance of the Performance of the Performance of the 2023 Annual Accounting Firm” on April 26, 2024 on the website of the Shanghai Stock Exchange on April 26, 2024.

  (24) A proposal on the “Special Report on Independent Self -Inspection of the Company’s Board of Independent Directors” was reviewed and approved.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the company’s special report on the “Di Sui Fashion Board on Independent Directors’ Independent Self -Inspection” on April 26, 2024 on the website of the Shanghai Stock Exchange.

  (Twenty -five) The Proposal on the Change of Accounting Policy was reviewed.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  For details, please refer to the “Announcement on Di Sui Fashion’s Accounting Policy Change” (announcement number: 2024-014), which was disclosed on the website of the Shanghai Stock Exchange on April 26, 2024.

  (26) The “Proposal on the first quarter of 2024” was reviewed.

  Voting results: 9 votes agree, 0 votes oppose, 0 votes abstain.

  Prior to the submission of the board of directors for review, the motion has been reviewed and approved by the sixth meeting of the company’s fourth board of directors, and the board of directors of the board of directors agreed on the case.

  For details, please refer to the company’s “Report of the first quarter of 2024” on April 26, 2024 on the website of the Shanghai Stock Exchange.

  Special announcement.

  Di Su Fashion Co., Ltd. Board of Directors

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