Dark Horse Technology Group Co.Ltd(300688)
Report on the work of independent directors in 2021
(Wang Jing)
Dear shareholders and shareholder representatives
As an independent director of Dark Horse Technology Group Co.Ltd(300688) (hereinafter referred to as “the company”), I strictly abide by the company law, the securities law, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, the articles of association, the working rules for independent directors of the company and other relevant laws and regulations The provisions and requirements of the regulations have honestly, diligently and independently performed their duties in the work of 2021, and effectively safeguarded the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, I seriously participated in the board of directors and shareholders’ meeting organized by the company and fulfilled the duty of diligence of independent directors. The specific attendance at the meeting is as follows:
Independent directors’ surname: number of times they should attend in person during the reporting period; whether they are absent from the board of directors without name for two consecutive times; number of times they attend the meeting in person
Wang Jing 9 0 0 0 no
Number of non voting shareholders’ meeting 1
2、 Opinions on major issues of the company
1. On March 17, 2021, at the 25th meeting of the second board of directors of the company, I expressed my consent and independent opinions on the proposal on the company’s foreign investment to purchase part of the equity and related party transactions of Beijing Heima Chuangzhan Investment Management Co., Ltd.
2. On March 30, 2021, at the 26th meeting of the second board of directors of the company, I discussed the proposal on replacing self raised funds of pre invested projects with raised funds and the proposal on increasing the implementation subject of raised projects and increasing the capital of wholly-owned subsidiaries of the company with raised funds The proposal on adjusting the amount of raised funds to be invested in the investment project with raised funds, the proposal on appointing the chief financial officer, and the proposal on appointing the deputy general manager and Secretary of the board of directors issued independent opinions.
3. On April 26, 2021, at the 27th meeting of the second board of directors of the company, I made comments on the profit distribution plan for 2020, special instructions on the occupation of funds and external guarantees by controlling shareholders and other related parties, self-evaluation report on internal control in 2020, special report on the annual storage and use of raised funds in 2020 The proposal on renewing the appointment of the audit institution in 2021, the proposal on the change of accounting policies, the remuneration plan for directors in 2021, the remuneration plan for senior executives in 2021, the proposal on Authorizing the company’s management to use idle self owned funds and raised funds to purchase financial products, the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary The independent opinions on the scientificity and rationality of the indicators set in this incentive plan, the proposal on canceling some stock options, the proposal on withdrawing the provision for asset impairment in 2020 and other matters were expressed, and the prior approval opinions on the appointment of audit institutions in 2021 were issued.
4. On May 26, 2021, at the 28th meeting of the second board of directors of the company, I gave my independent opinions on the proposal of Dark Horse Technology Group Co.Ltd(300688) on granting restricted shares to incentive objects.
5. On July 8, 2021, at the 29th meeting of the second board of directors of the company, I expressed my consent and independent opinions on the proposal on the appointment of senior managers and the proposal on using basic users to pay the personnel fees of raised investment projects and replace them with the raised funds in the same amount.
6. On August 25, 2021, at the 30th meeting of the second board of directors of the company, I expressed my consent and independent opinions on the special report on the annual storage and use of the raised funds in the half year of 2021 and the special description on the occupation of funds by controlling shareholders and other related parties and external guarantee.
7. On September 30, 2021, at the 31st meeting of the second board of directors of the company, I expressed my independent opinions on the nomination of candidates for non independent directors of the third board of directors and the nomination of independent directors of the third board of directors.
8. On October 15, 2021, at the 32nd meeting of the second board of directors of the company, I gave my consent and independent opinions on the proposal on the change of investment projects with raised funds.
9. On October 22, 2021, I reviewed the third quarter report of 2021 at the 33rd meeting of the second board of directors of the company.
3、 On site inspection of the company
As an independent director of the company, I have conducted many on-site visits to the company, focusing on understanding the company’s business status, management, the construction and implementation of internal control system, the implementation of resolutions of the general meeting of shareholders and the board of directors, and learned the progress of major matters of the company in time. Keep close contact with other directors, senior managers and relevant staff of the company, always pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation and management of the company.
4、 Performance of professional committees
In order to actively promote the work of the special committee of the board of directors and strengthen its professional functions, the board of directors of the company has four professional committees: Audit Committee, salary and assessment committee, nomination committee and Strategy Committee.
As a member of the audit committee and Strategy Committee of the board of directors, the nomination committee and the chairman of the remuneration and assessment committee. I participated in the daily meeting held by the committee, put forward professional opinions and reasonable suggestions on the matters submitted to the board of directors for discussion, and played a role in scientific decision-making. During the preparation of the company’s financial report and the detailed rules of the board of directors, I will carefully review the relevant work of the company’s audit committee in accordance with the regulations of the board of directors and the detailed rules of the company’s audit committee in 2021, and actively perform the following duties in the process of preparing the relevant work of the company’s audit committee, Carefully review the audit opinions issued by the audit institutions, review the internal audit work report and the special report on raised funds, supervise the improvement and implementation of the internal control system, and give full play to the professional functions and supervisory role of the audit committee.
As a member of the company’s strategy committee, in strict accordance with the working rules of the strategy committee of the board of directors and other relevant regulations, based on the needs of the company’s strategic development and combined with the actual situation of the company, I put forward suggestions to improve the efficiency and quality of major investment decisions, improve the investment decision-making procedures and give full play to the professional functions of the members of the strategy committee.
As the chairman of the nomination committee of the company, in strict accordance with the working system of independent directors, the working rules of the nomination committee of the board of directors and other relevant regulations, I make selection and put forward suggestions on the basis of fully understanding the nominee’s occupation, educational background and work experience, and search for outstanding talents in line with the development of the company according to the actual situation of the company, Actively perform the duties of members of the nomination committee.
As the chairman of the remuneration and appraisal committee of the board of directors of the company, I supervised the implementation of the remuneration and appraisal system of the company in accordance with the working system of independent directors, the working rules of the remuneration and appraisal committee of the board of directors and other relevant systems, focusing on the work reports of senior managers and the formulation and implementation of the remuneration management system of the company, Earnestly fulfilled the responsibilities and obligations of the members of the remuneration and assessment committee.
5、 Other work done in protecting the rights and interests of investors
During the reporting period, I performed the duties of independent directors in strict accordance with the requirements of the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations, and carefully and fully reviewed each proposal material and relevant introduction provided. On this basis, I was independent, objective Exercise voting rights prudently; At the same time, I consciously study the newly issued relevant laws and regulations to enhance my ability to perform my duties and protect the interests of investors.
6、 Training and learning
Since I became an independent director, I have paid attention to learning the latest laws, regulations and various rules and regulations, actively attended relevant trainings organized in various ways, continuously deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure of the company and protecting the rights and interests of social public shareholders, and comprehensively understood various systems of the management of listed companies, Continuously improve their ability to supervise the company’s operation, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
7、 Other working conditions
(I) there is no proposal to convene the board of directors;
(II) there is no independent engagement of external audit institutions and consulting institutions;
(III) there is no proposal to hire or dismiss an accounting firm.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. In the process of performing my duties in the future, I will continue to perform my duties prudently, seriously, diligently and honestly in accordance with relevant laws and regulations, the relevant provisions of the articles of association and the requirements of the corporate governance system for independent directors.
It is hereby reported.
Dark Horse Technology Group Co.Ltd(300688) independent director: Wang Jing March 15, 2022
