Dark Horse Technology Group Co.Ltd(300688)
Work report of the board of supervisors in 2021
The law of Shenzhen Stock Exchange on the supervision of companies listed on the growth enterprise market (hereinafter referred to as “the law of Shenzhen Stock Exchange”) and the law of Shenzhen Stock Exchange on the supervision of companies listed on the growth enterprise market (hereinafter referred to as “the law of Shenzhen Stock Exchange”) shall be strictly followed The requirements of normative documents, the Dark Horse Technology Group Co.Ltd(300688) articles of Association (hereinafter referred to as the “articles of association”), the rules of procedure of the board of supervisors and other relevant provisions, in the attitude of being responsible to all shareholders, actively and effectively exercise their functions and powers, understand and supervise the company’s business activities, financial status, major decisions, the implementation of resolutions of the general meeting of shareholders and the board of directors, It also supervised the operation of the company according to law and the performance of duties by directors and senior managers of the company, safeguarded the rights and interests of the company and shareholders, and promoted the standardized operation of the company. The work report of the board of supervisors in 2021 is as follows:
1、 Basic evaluation of the company’s operation and management behavior and performance in 2021
In 2021, the company’s production and operation activities were effectively supervised, achieved good business performance, and completed the production and operation plan formulated at the beginning of the year. The board of supervisors believed that the management of the company was diligent and conscientious, earnestly implemented various resolutions of the board of directors, and no illegal operation was found in the operation.
2、 Work of the board of supervisors during the reporting period
During the reporting period, the board of supervisors of the company held 8 meetings of the board of supervisors. The specific contents are as follows:
On March 30, 2021, the 17th meeting of the second board of supervisors of the company deliberated and adopted the proposal on replacing self raised funds of pre invested projects with raised funds, the proposal on increasing the implementation subject of projects invested with raised funds and increasing the capital of wholly-owned subsidiaries of the company with raised funds Proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds.
On April 26, 2021, the 18th meeting of the second session of the board of supervisors of the company decided to review and approve the full text and summary of the 2020 annual report, the work report of the board of supervisors in 2020, the financial statement report in 2020, the proposal on the profit distribution plan in 2020, the self-evaluation report on internal control in 2020 Special report on the deposit and use of raised funds in 2020, proposal on the company’s reappointment of the auditor in 2021, proposal on the change of accounting policies, proposal on the remuneration scheme of supervisors in 2021, 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 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company’s measures for the implementation and assessment of the 2021 restricted stock incentive plan, the proposal on verifying the list of incentive objects of the company’s 2021 restricted stock incentive plan, the proposal on Amending the articles of Association Proposal on Amending the rules of procedure of the board of supervisors, proposal on canceling some stock options, report of the first quarter of 2021 and proposal on withdrawing asset impairment loss in 2020.
On May 26, 2021, the 19th meeting of the second board of supervisors of the company deliberated and adopted the proposal on granting restricted shares to incentive objects.
On July 8, 2021, the 20th meeting of the second board of supervisors of the company decided to consider and pass the proposal on using basic users to pay personnel fees for raised investment projects and replacing them with raised funds in equal amount.
On August 25, 2021, the 21st Meeting of the second board of supervisors of the company deliberated and adopted the full text and summary of the 2021 semi annual report.
On September 30, 2021, the 22nd Meeting of the second board of supervisors of the company deliberated and adopted the proposal on nominating non employee supervisors of the third board of supervisors.
On October 15, 2021, the 23rd Meeting of the second board of supervisors of the company deliberated and adopted the proposal on the change of investment projects with raised funds and the proposal on Amending the rules of procedure of Dark Horse Technology Group Co.Ltd(300688) board of supervisors.
On October 22, 2021, the 24th Meeting of the second board of supervisors of the company deliberated and adopted the full text of the third quarter report of 2021.
3、 Verification opinions of the board of supervisors on relevant matters of the company in 2021
（1） Verification opinions on the legal operation of the company
In 2021, the members of the board of supervisors of the company attended 9 meetings of the board of directors and 2 meetings of shareholders held during the reporting period, and supervised and inspected the whole process of the shareholders’ meeting, the convening procedures of the board of directors, the resolutions of the board of directors, the implementation of the resolutions of the shareholders’ meeting by the board of directors, and the performance of the duties of directors and senior managers The meetings of the board of directors were convened in strict accordance with the requirements of the company law, the securities law, the articles of association and other relevant laws, regulations and systems. The contents of the resolutions were legal and effective, and no illegal business activities of the company were found. During the reporting period, the members of the board of directors and senior managers of the company were able to perform their duties faithfully and diligently, and no directors and senior managers of the company were found to have violated laws, regulations, the articles of association and harmed the legitimate interests of the company and the majority of shareholders.
（2） Inspection opinions on the company’s financial situation
The board of supervisors inspected and supervised the company’s financial situation, financial management and other aspects according to law, and believed that the company’s financial system was perfect, the financial system was sound, the financial operation was standardized and the financial situation was good. The financial report of 2021 truly, accurately and objectively reflects the financial situation and operating results of the company.
（3） Verification opinions on the use of the raised funds of the company
The board of supervisors inspected and supervised the deposit and use of the company’s raised funds in 2021 according to law. It is believed that the deposit, use and management of the company’s raised funds can be carried out in strict accordance with the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the relevant provisions of the articles of association and the raised funds management system The relevant information disclosure work was performed accurately and completely. During the reporting period, there was no illegal use of the raised funds, no change in the investment direction and purpose of the raised funds, and no damage to the interests of shareholders.
（4） Verification opinions on related party transactions of the company
The board of supervisors supervised and verified the related party transactions of the company in 2021 and held that the related party transactions of the company in 2021 did not violate the principles of fairness, impartiality and rationality; There is no transfer of interests or unfair transaction; There is no situation that damages the legitimate interests of the company and other minority shareholders.
（5） External guarantee, equity and asset replacement of the company
During the reporting period, the company did not provide external guarantee, nor did it replace its equity and assets, nor did it damage the interests of the company’s shareholders or cause the loss of the company’s assets.
（6） Verification opinions on the self-evaluation report of the company’s internal control
The board of supervisors reviewed the self-evaluation report on internal control of the company in 2021 and the construction and operation of the company’s internal control system, and held that the company has been listed on the gem of Shenzhen Stock Exchange in accordance with the company law, the securities law and the Listing Rules of Shenzhen Stock Exchange The guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, basic norms of enterprise internal control, articles of association and relevant regulations have established a relatively perfect and reasonable internal control system and have been effectively implemented. The self-evaluation report on internal control in 2021 issued by the board of directors objectively, truly and accurately reflects the construction and operation of the company’s internal control system. There are no major defects in the company’s internal control system.
（7） Establishment and implementation of insider information management system
The board of supervisors of the company checked the establishment and implementation of the insider management system during the reporting period, and believed that the company had established the insider management system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the insider information confidentiality system and strictly standardized the information transmission process Supervisors, senior managers and other relevant insiders strictly abide by the insider management system and have not found any insider trading the company’s shares with insider information. 4、 2022 work plan of the board of supervisors
In 2022, the board of supervisors will continue to perform its duties faithfully and diligently, further promote the improvement of the corporate governance structure and the standardized operation of operation and management, and earnestly assume the responsibility of safeguarding the rights and interests of the majority of shareholders in strict accordance with the company law, the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, so as to promote the sustainability, stability and Develop healthily and establish a good credit image of the company.
Dark Horse Technology Group Co.Ltd(300688) March 15, 2022
