Securities code: Dark Horse Technology Group Co.Ltd(300688) securities abbreviation: Dark Horse Technology Group Co.Ltd(300688) Announcement No.: 2022009 Dark Horse Technology Group Co.Ltd(300688)
Announcement on the resolution of the second meeting of the third 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
1. The board of directors was convened by Mr. Niu Wenwen, chairman of the company, and the notice of the meeting was sent by personal delivery, e-mail and other communication methods on March 4, 2022.
2. The meeting of the board of directors was held on February 15, 2023 in combination with the on-site communication.
3. There were 6 directors who should attend the meeting, and 6 directors actually attended the meeting.
4. The board of directors was presided over by Mr. Niu Wenwen, chairman of the company, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates.
5. The convening, convening and voting procedures of this board meeting comply with the provisions of the company law and other laws, administrative regulations, departmental rules, normative documents and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
1. Deliberated and adopted the full text and summary of the 2021 Annual Report
The full text and abstract of the company’s 2021 annual report are detailed in the announcement of the company on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberated and adopted the work report of the board of directors in 2021
The specific contents of the 2021 work report of the board of directors of the company are detailed in the announcement disclosed by the company on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Independent directors Mr. Wang Jing, Ms. Xiao Hongying, Mr. Sun Wei, Ms. Liu zhuoqin and Mr. Wu Chunbo submitted the 2021 report on the work of independent directors to the board of directors, which was published on the same day on the gem information disclosure website cninfo.com designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3. Deliberated and adopted the 2021 general manager’s work report
Voting results: 6 in favor, 0 against and 0 abstention.
4. Deliberated and adopted the financial final accounts report of 2021
The specific contents of the company’s 2021 annual financial statement are detailed in the announcement disclosed by the company on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
5. The proposal on 2021 profit distribution plan was deliberated and adopted
According to the audit report issued by Tianzhi International Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was RMB 114255 million, of which the net profit realized by the parent company was RMB 9.1844 million. According to the relevant provisions of the articles of association, 10% of the statutory surplus reserve of RMB 918400 is withdrawn according to the net profit realized by the parent company in 2021, plus the annual balance undistributed profit of RMB 592741 million, minus the actual cash dividend of RMB 109209 million in 2020; The undistributed profit of the parent company at the end of the period was 566191 million yuan, and the profit available for distribution to shareholders as of December 31, 2021 was 566191 million yuan.
According to the actual operation of the company and in combination with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC, the company plans to use the total share capital on March 15, 2022
109208976 million shares as the base, with cash dividend of RMB 0.60 (including tax) for every 10 shares; At the same time, the capital reserve is used to increase 5 shares for every 10 shares to all shareholders, and the remaining undistributed profits are carried forward to the next year.
If the total share capital of the company changes due to the conversion of convertible bonds into shares, share repurchase, equity incentive exercise, refinancing and listing of new shares before the implementation of the distribution plan, the distribution proportion will be adjusted accordingly according to the principle that the total distribution amount remains unchanged.
The independent directors and the board of supervisors of the company respectively expressed clear opinions on this proposal. The company’s announcement on the profit distribution plan for 2021 was disclosed on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6. Deliberated and adopted the self-evaluation report on internal control in 2021
The directors attending the meeting believed that the company has established a relatively complete and reasonable internal control system according to the actual situation and management needs. The established internal control system runs through all levels and links of the company’s business activities and is effectively implemented to ensure the healthy operation of the company’s business activities and the control of business risks. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and there are no major defects in internal control over financial reporting.
The independent directors and the board of supervisors of the company respectively expressed clear opinions on this proposal. The contents of the company’s self-evaluation report on internal control in 2021 are detailed in cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
7. Deliberated and adopted the special report on the annual storage and use of raised funds
The company’s 2021 special report on the deposit and use of raised funds is detailed in the information disclosure website designated by the China Securities Regulatory Commission on the gem.
Tianzhi International Certified Public Accountants (special general partnership) issued the assurance report on the deposit and actual use of Dark Horse Technology Group Co.Ltd(300688) raised funds. For the above documents, see cninfo.com, the gem information disclosure website designated by the CSRC.
Independent directors expressed clear independent opinions on the matter.
Voting results: 6 in favor, 0 against and 0 abstention.
8. Deliberated and passed the proposal on the report on the use of the previously raised funds
The company has prepared the report on the use of the previously raised funds as of December 31, 2021. See the information disclosure website designated by the China Securities Regulatory Commission on the gem for details.
Tianzhi International Certified Public Accountants (special general partnership) issued the verification report on the use of the previously raised funds. For the above documents, see cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
9. Deliberated and passed the proposal on the company’s reappointment of the audit institution in 2022
The audit committee of the board of directors of the company checked and evaluated the audit work completed by Tianzhi International Certified Public Accountants (special general partnership) in 2021 and its practice quality, and recommended that it be reappointed as the company’s financial audit institution in 2022.
The board of directors decided to employ Tianzhi International Certified Public Accountants (special general partnership) as the company’s 2022 financial audit institution for one year. With regard to the expenses of the audit institution, the general meeting of shareholders is requested to authorize the general manager to determine the maximum audit expenses not exceeding 1 million yuan according to the industrial standards and the actual work of the company’s audit.
The proposal was approved by the independent directors of the company in advance, and the independent directors and the board of supervisors of the company respectively expressed clear opinions on the proposal. The company’s announcement on renewing the appointment of accounting firms was disclosed on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
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 the remuneration scheme of directors in 2022
According to the diligence of the directors of the company and based on the development strategy of the company, in order to fully mobilize the enthusiasm, initiative and creativity of the directors and promote the steady and effective development of the company, and in combination with the actual situation of the company, the remuneration and allowances of the directors are confirmed after being reviewed and approved by the remuneration and assessment committee of the board of directors
Directors of the company who hold management positions in the company shall receive remuneration according to their management positions; No remuneration or allowance shall be paid to directors who do not hold management positions. The allowance for each independent director of the company is 80000 yuan / year (before tax).
Independent directors expressed clear independent opinions on the matter.
Voting results: 6 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11. The proposal on 2022 executive compensation plan was deliberated and adopted
According to the diligence of the company’s senior managers and based on the company’s development strategy, in order to fully mobilize the enthusiasm, initiative and creativity of the senior managers and promote the steady and effective development of the company, and in combination with the actual situation of the company, the remuneration and allowances of the senior managers are confirmed after being deliberated and approved by the remuneration and assessment committee of the board of directors, The details of confirmation are as follows:
Senior managers of the company receive remuneration according to their management positions in the company.
Independent directors expressed clear independent opinions on the matter.
Voting results: 6 in favor, 0 against and 0 abstention.
12. The proposal on the provision for asset impairment in 2021 was deliberated and adopted
In accordance with the relevant provisions of the accounting standards for business enterprises and the relevant accounting policies of the company, the company has conducted an impairment test on the accounts receivable, contract assets, other receivables and long-term equity investment within the scope of the consolidated statements as of December 31, 2021, and made an impairment provision according to the test results.
Audited by Tianzhi International Certified Public Accountants (special general partnership), during the reporting period, the provision of credit impairment loss of 361309676 yuan and asset impairment loss of 795438939 yuan will reduce the total profit of the company by 1156748615 yuan and the net profit attributable to the owner of the parent company in the consolidated statements of the company by 1156748615 yuan, And correspondingly reduce the company’s net asset value at the end of the reporting period, which has no impact on the company’s operating cash flow in the reporting period.
The independent directors of the company expressed clear opinions on this proposal. The company’s announcement on the provision for asset impairment in 2021 was disclosed on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 6 in favor, 0 against and 0 abstention.
13. Deliberated and passed the proposal on cancellation of stock options
According to the audited financial results of the company in 2021, it fails to meet the relevant performance assessment requirements in the 2019 stock option incentive plan (Draft) (hereinafter referred to as the “incentive plan”). According to the provisions of the incentive plan, the company will cancel the stock options granted and not exercised corresponding to the incentive object for the stock options granted in the third exercise period.
The stock options cancelled by the company this time comply with the relevant provisions of the measures for the administration of equity incentive of listed companies, the self regulatory guide for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling and the company’s incentive plan. It will not affect the continuous operation of the company and will not damage the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders.
The independent directors and the board of supervisors of the company respectively expressed clear opinions on this proposal. The company’s announcement on cancellation of stock options was disclosed on the same day on cninfo.com, the gem information disclosure website designated by the CSRC. Voting results: 6 in favor, 0 against and 0 abstention.
14. The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects through summary procedures was deliberated and adopted
In accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the examination and approval of securities issuance and listing of companies listed on the gem of Shenzhen Stock Exchange, the detailed rules for the implementation of securities issuance and underwriting business of companies listed on the gem of Shenzhen Stock Exchange, and the notice on the application of refinancing summary procedures to companies listed on the gem, The board of directors of the company hereby requests the general meeting of shareholders to authorize the board of directors to decide to issue shares with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the most recent year (hereinafter referred to as “small quick financing” / “this issuance”). The specific authorization items of the general meeting of shareholders are as follows:
(1) Confirm whether the company meets the conditions of microfinance
Authorize the board of directors to conduct self-examination on the actual situation and matters of the company in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the refinancing registration measures, the refinancing review rules, the implementation rules and other relevant laws, regulations, normative documents and the articles of association, Judge whether the company meets the conditions of microfinance.
(2) Type and par value of issued shares
The type of shares issued this time is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(3) Issuing method, issuing object and placement arrangement to original shareholders
The shares issued this time are non-public issued to specific objects, and the issuing objects are legal persons, natural persons or other legal investment organizations that meet the provisions of the regulatory authorities and other specific objects with no more than 35 names. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object. If a trust company is the issuing object, it can only subscribe with its own funds. The final issuing object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) according to the subscription quotation and the authorization of the general meeting of shareholders. All the objects of this issuance of shares are subscribed in cash.
(4) Pricing base date, pricing principle, issue price and issue quantity
The pricing benchmark date of this issuance is the first day of the issuance period, and the issuance price shall not be lower than the average stock trading price of the 20 trading days before the pricing benchmark date
