证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

China
Submarine Co.,
Ltd.
the proposed transfer of shares by
shareholders holding more than 5% of the
company's shares

公司股东深圳市爵盟管理咨询有限公司保证向本公司提供的信息内容真实、

准确、完整，没有虚假记载、误导性陈述或重大遗漏。

本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。

Important content reminder:

1. Shenzhen Juemeng Management Consulting Co., Ltd. (hereinafter

referred to as "Shenzhen Juemeng"), a shareholder of China Potential Co.,

Ltd. (hereinafter referred to as "the company", "China Potential Shares"

or "listed company") that holds more than 5% of the shares, intends to

approve the Part of the unrestricted tradable shares held by it and part

of the company's shares pledged to Shenzhen Huarong Zhicheng Investment

Consulting Co., Ltd. (hereinafter referred to as "Huarong Zhicheng")

were transferred by agreement transfer.

2. Before the transfer of shares in this agreement, Shenzhen Juemeng

held 64,793,060 shares of the company , accounting for 31.72% of the

company's current total share capital; after the completion of the share

transfer agreement, Mr. Gao Zongbiao will hold 17,361,163 shares of the

company , accounting for 8.5% of the company' s share c apita l , is

the shareholder holding more than 5% of the company 's shares; Mr. Hu
证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056
Weisheng will hold 10,212,450 shares of the company, accounting for 5%

of the company's total share capital, and is the company's shareholder

holding more than 5% of the company's shares; Mr. Cao Chaofan will hold

10,212,450 shares of the company Shares, accounting for 5% of the

company's total share capital, are shareholders holding more than 5% of

the company's shares.

3. The transfer of shares under this agreement will not lead to

changes in the company's controlling shareholder and actual controller;

this transfer of agreement does not involve a tender offer.

4. The transfer of shares under this agreement still needs to be

reviewed by the Shenzhen Stock Exchange (hereinafter referred to as

"Shenzhen Stock Exchange") before it can be registered in Shenzhen

Branch of China Securities Depository and Clearing Corporation Limited

(hereinafter referred to as "CSDC Shenzhen Branch"). ) to go through the

transfer procedures of the share agreement. There are still

uncertainties about whether this transaction can be finally completed.

Investors are reminded to pay attention to investment risks.

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

1. Overview of the transfer of shares under this agreement

China Potential Co., Ltd. (hereinafter referred to as the "Company"

or "China Potential Shares") recently received a notice from Shenzhen

Juemeng Management Consulting Co., Ltd. (hereinafter referred to as

"Shenzhen Juemeng"), a shareholder holding more than 5% of the company's

shares. Juemeng signed the "Share Transfer Agreement" with Mr. Gao

Zongbiao, Mr. Hu Weisheng, and Mr. Cao Chaofan on May 17, 2022. Shenzhen

Juemeng intends to pledge it to Huarong Zhicheng's company through

agreement transfer 17,361,163 shares were transferred to Mr. Gao

Zongbiao at a transfer price of 6.365 yuan per share, and the total

transfer price was RMB

110,500,000 yuan; plans to transfer 10,212,450 unrestricted tradable

shares of the company held by him to Mr. Hu Weisheng through agreement

transfer, the transfer price is 6.365 yuan per share, and the total

transfer price is 65,000,000 yuan;It is planned to transfer 10,212,450

shares of the company pledged to Huarong Zhicheng to Mr. Cao Chaofan by

means of agreement transfer. The transfer price is 6.365 yuan per share,

and the total transfer price is 65,000,000 yuan.

After the share transfer is completed, Shenzhen Juemeng holds 27,006,997

shares of the company , accounting for 13.22% of the company's total share

capital .Still a shareholder holding more than 5% of the company's shares.

2. Information disclosure obligors’ holdings of the company’s shares

before and after the equity change
Shares held before This share Shares held after
shareholde
this change change this change
r name dynamic
situation

Quantity Proportio Quantity Quantity Proportio

(shares) n(%) (shares) (shares) n(%)
 证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056
Shenzhen
Juemeng 64,793,060 31.72 -37,786,063 27,006,997 13.22
Management
Consulting
Co., Ltd.
manage
Mr. Gao 0 0 17,361,163 17,361,163 8.5
Zongbiao
Mr. Hu 0 0 10,212,450 10,212,450 5
Weisheng
Mr. Cao 0 0 10,212,450 10,212,450 5
Chaofan

Note: The difference in the above mantissa is due to rounding.

According to the relevant provisions of the "Administrative Measures

for the Acquisition of Listed Companies", the information disclosure

obligors related to the company's equity changes will perform their

information disclosure obligations in accordance with the regulations.

3. Basic information of both parties to this share transfer agreement

(1) Basic

information of the

transferor 1. Company

name: Shenzhen
Juemeng
证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

2. Registered address: 5A2 , Block AB , 5th Floor, Tianji Building,

Tian'an Digital City, No. 10 , Tairan 5th Road , Tian'an Community, Shatou

Street, Futian District, Shenzhen

3. Registered capital: 10.1 million yuan

4. Unified social credit code: 91440300670048273M

5. Enterprise type: limited liability company

6. Main business scope: enterprise management consulting; information

consulting (excluding talent intermediary, securities, insurance, funds,

financial services and other restricted items); investing in the

establishment of industries (specific items will be declared separately).

Domestic trade agency; sales of diving and salvage equipment.

The name of the main shareholder or promoter: Ms. Yang Xuejun holds 80%

of the shares , and Mr. Zhang Shun (husband and wife ) holds 20% of the shares;

Ms. Yang Xuejun and Mr. Zhang Shun are husband and wife.

(2) Basic information of the transferee

1. Name of

the

transferee:

Gao Zongbiao

Gender: Male

Nationality: Chinese

ID number: 3408211978XXXXXX

Mailing address: XXXXXXXXX , Huaqiao

Town, Kunshan City, Jiangsu Province

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056
Whether to obtain the right of

residence in other countries or

regions: No 2. Transferee 2

Name: Hu

Weisheng

Gender: Male

Nationality: Chinese

ID number: 4226011962XXXXXX

Mailing address: XXXXXXXXX, Hanyang District, Wuhan City, Hubei Province

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

Whether to obtain the right of

residence in other countries or

regions: No 3. The transferee 3

Name: Cao

Chaofan

Gender: Male

Nationality: Chinese

ID number: 3401231974XXXXXX

Mailing address: XXXXXXXX, Pudong New Area, Shanghai

Whether to obtain the right of residence in other countries or regions:

No

(3) Basic

information of the

pledgee Pledgee:

Huarong Zhicheng

Registered address: Office Building 23A, Hongyi Building, No. 1

Financial Street, Nanshan Street, Qianhai Shenzhen-Hong Kong

Cooperation Zone, ShenzhenLegal representative: Chen Qinghua

Registered capital: 2 million yuan

Established: July 29, 2013

Business period: July 29, 2013 to July

29, 2033 Unified social credit code:

91440300072512451B Company Type:

Limited Liability Company (Taiwan,

Hong Kong and Macao legal person sole

proprietorship)

Business scope: project investment information consultation, business

information consultation, enterprise management consultation, economic
证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056
information consultation.

(4) Explanation of association relationship or other interest relationship

The transferor and the transferee of this agreement transfer have no

associated relationship, and are not persons acting in concert as

stipulated in the "Administrative Measures for the Acquisition of Listed

Companies".

4. Main content of the transfer of shares agreement

(1) Share Transfer Agreement I

On May 17, 2022, Shenzhen Juemeng signed the "Share Transfer Agreement"
with Mr. Gao Zongbiao. The main contents are as follows:

1. The parties to the agreement transfer

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

Party A (transferr):

Shenzhen Juemeng Party B

(transferee): Gao

Zongbiao

2. The target shares for this transfer

Both parties agree that Party B will acquire 17,361,163 shares of

the listed company held by Party A (accounting for 8.5% of the total

share capital of the listed company) by way of agreement transfer.

Party A promises that when the target shares are delivered, there

will be no pending disputes, lawsuits, arbitrations, judicial or

administrative procedures or government investigations that may lead to

restrictions on the rights of the target shares, and there will be no

lawsuits against the target shares , arbitration, judicial or

administrative procedures or government investigations that may result in

the freezing or seizure of the underlying shares or risks.

3. The transfer price of the target shares

Both parties confirm that Th e t ot a l p ri ce of th e t ar g et s h ar e

tr a ns fe r i s R MB 11 0 ,5 00 , 00 0

(￥110,500,000.00), Party B shall pay in cash, and shall bear

relevant taxes and fees. 4. Transfer of target shares and

payment of share transfer price

4.1 Target share transfer

Notify the listed company of the share transfer on the day after the
signing of the agreement and require it to make an announcement;

Within ten working days from the date when the pledge of 48.96

million shares of the listed company held by Party A is released, Party

A shall cooperate with Party B to apply to the Shenzhen Stock Exchange

and China Securities Depository and Clearing Corporation Limited

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056
Shenzhen Branch to handle the transfer of the underlying shares register.

4.2 Payment for share transfer

All parties confirm that the progress of payment for this share transfer
is as follows:

Within 20 working days from the day when the pledge of 48.96 million

shares of the listed company held by Party A is released, Party B shall

pay the share transfer fee of RMB 110,500,000 (￥110,500,000.00) to the

account designated by Party A

5. The effective time and conditions of the agreement

The agreement becomes effective on the day it is signed or sealed by

both parties.

(2) Share Transfer Agreement II

On May 17, 2022, Shenzhen Juemeng signed the "Share Transfer Agreement"
with Mr. Hu Weisheng. The main contents are as follows:
证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

1. The parties to the agreement transfer

Party A (transferr):

Shenzhen Juemeng Party

B (transferee): Hu

Weisheng

2. The type, quantity and proportion of shares in this share transfer

Both parties agree that Party B will acquire 10,212,450 shares of

the listed company held by Party A (accounting for 5% of the total share

capital of the listed company) by way of agreement transfer.

Party A promises that when the target shares are delivered, there

will be no pending disputes, lawsuits, arbitrations, judicial or

administrative procedures or government investigations that may lead to

restrictions on the rights of the target shares, and there will be no

lawsuits against the target shares , arbitration, judicial or

administrative procedures or government investigations that may result in

the freezing or seizure of the underlying shares or risks.

3. The share transfer price

Both parties confirm that The total price of the

target share transfer is RMB 60,500,000

(￥65,000,000.00), Party B shall pay all in cash, and each

party shall bear the relevant taxes and fees. 4. Transfer

of target shares and payment of share transfer price

4.1 Target share transfer

Notify the listed company of the share transfer on the day after the
signing of the agreement and require it to make an announcement;

Within ten working days from the date when Party B completes the

payment in 4.2.1 and 4.2.2 as stipulated in 4.2.2, Party A shall

cooperate with Shenzhen Stock Exchange and China Securities Depository

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056
and Clearing Co., Ltd. The Shenzhen branch of the responsible company

applies for the transfer registration of the target shares.

4.2 Payment for share transfer

All parties confirm that the progress of payment for this share transfer
is as follows:

4.2.1 On the day after the signing of the agreement becomes effective,
Party B shall pay a deposit of RMB 20 million to the account
designated by Party A.

(￥20,000,000.00);

4.2.2 Within ten working days from the date when the agreement is

signed and becomes effective, Party B deposits the balance of the share

transfer payment into the three-party supervision account of the bank

jointly approved by both parties A and B. The balance of RMB

45,000,000.00. Party A and Party B complete the transfer of the target

shares in accordance with the provisions of the agreement . After the

registration, Party A will be responsible for the Shenzhen branch of

China Clearing Co., Ltd.

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

The completion receipt of the target share transfer registration issued by

the company is submitted to the supervisory bank, and the bank will

unconditionally lend money to Party A. 5. The effective time and

conditions of the agreement

This agreement becomes effective on the day it is signed or sealed by

both parties.

(3) Share Transfer Agreement III

On May 17, 2022, Shenzhen Juemeng signed the "Share Transfer Agreement"
with Mr. Cao Chaofan, the main contents of which are as follows:

1. The parties to the agreement transfer

Party A (transferr):

Shenzhen Juemeng Party B

(transferee): Cao

Chaofan

2. The target shares for this transfer

Both parties agree that Party B will acquire 10,212,450 shares of

the listed company held by Party A (accounting for 5% of the total share

capital of the listed company) by way of agreement transfer.

Party A promises that when the target shares are delivered, there

will be no pending disputes, lawsuits, arbitrations, judicial or

administrative procedures or government investigations that may lead to

restrictions on the rights of the target shares, and there will be no

lawsuits against the target shares , arbitration, judicial or

administrative procedures or government investigations that may result in

the freezing or seizure of the underlying shares or risks.

3. The transfer price of the target shares

Both parties confirm that The total price of the

target share transfer is RMB 60,500,000
证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056
(￥65,000,000.00), Party B shall pay all in cash, and each

party shall bear the relevant taxes and fees. 4. Transfer

of target shares and payment of share transfer price

4.1 Target share transfer

Notify the listed company of the share transfer on the day after the
signing of the agreement and require it to make an announcement;

Party B completes the payment in 4.2.1 and deposits the balance of

the share transfer in accordance with the agreement in 4.2.2 into the

bank's three-party supervision account. Within ten working days from the

date when the pledge of 48.96 million shares of the listed company held

by Party A is released, Party A shall cooperate with Party B to apply for

transfer registration of the target shares to Shenzhen Stock Exchange

and China Securities Depository and Clearing Corporation Limited

Shenzhen Branch.

4.2 Payment for share transfer

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

All parties confirm that the progress of payment for this share transfer
is as follows:

4.2.1 Within ten working days after the signing of the agreement

becomes effective, Party B shall pay a deposit of RMB 10,000,000.00 to

the designated account of Party A ;

4.2.2 Within five working days from the day when the pledge of 48.96

million shares of the listed company held by Party A is released, Party B

will deposit the balance of RMB

50,500,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,00

0,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000,000

,000,000,000,000,000 . (￥55,000,000.00), after Party A and Party B

complete the transfer registration of the target shares in accordance with

the provisions of the agreement,Party A shall be in charge of submitting

the completion receipt of the target share transfer registration issued

by Shenzhen Branch of China Clearing Co., Ltd. to the supervisory bank,

and the bank will unconditionally lend money to Party A.

5. The effective time and conditions of the agreement

This agreement becomes effective on the day it is signed or sealed by

both parties.

V. Explanation of related matters and risk warning

1. The parties to the above agreement will strictly abide by the

"Company Law of the People's Republic of China", "Securities Law of the

People's Republic of China", "Administrative Measures for the Acquisition

of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules",

"Shenzhen Stock Exchange Listed Companies Self-Discipline Supervision"

Guidelines No. 2 - Standardized Operation of Companies Listed on the GEM,

Several Regulations on Shareholding Reduction of Shareholders , Directors,

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056
Supervisors and Executives of Listed Companies, and Implementation of

Shareholding Reduction by Shareholders, Directors, Supervisors, and

Senior Management of Listed Companies on the Shenzhen Stock Exchange

"Detailed Rules" and other relevant laws and regulations and the

company's rules and regulations to carry out the implementation of the

above-mentioned share transfer.

2. The above-mentioned transfer of shares by agreement still requires

all parties to perform relevant obligations in strict accordance with the

agreement, and the Shenzhen Stock Exchange will conduct a compliance

review and confirmation, and go through the share transfer registration

procedures at China Settlement Shenzhen Branch. Whether the transfer of

this agreement can be finalized There are still uncertainties in the

completion. Investors are advised to pay attention to investment risks.

The company will continue to pay attention to the progress of the

transfer and perform its information disclosure obligations in a timely

manner in accordance with relevant laws and regulations.

3. The implementation of this shareholding reduction plan will not

lead to a change in the control of the listed company, nor will it have a

major impact on the corporate governance structure and sustainable

operations.

6. Documents available for inspection

证券代码：300526 证券简称：*ST 中潜 公告编号：2022-056

1. The "Share Transfer Agreement" signed by Shenzhen Juemeng and Mr. Gao
Zongbiao;

2. The "Share Transfer Agreement" signed by Shenzhen Juemeng and Mr. Hu

Weisheng;

3. The "Share Transfer Agreement" signed by Shenzhen Juemeng and Mr. Cao
Chaofan;

4. "Simplified Equity Change Report" (Gao Zongbiao, Hu Weisheng, Cao

Chaofan);

5. "Simplified Equity Change Report"

(Shenzhen Juemeng). Special

announcement.

China Submarine Co.,

Ltd.

Board of

Directors May 17 ,

2022