Dark Horse Technology Group Co.Ltd(300688)
Work report of the board of directors in 2021
Dark Horse Technology Group Co.Ltd(300688) (hereinafter referred to as “the company”) the board of directors strictly follows the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other laws and regulations In accordance with the requirements of normative documents, the articles of association of Dark Horse Technology Group Co.Ltd(300688) company (hereinafter referred to as the “articles of association”), the rules of procedure of the board of directors and other relevant provisions, in the attitude of being responsible to all shareholders, actively and effectively exercise their functions and powers, earnestly implement the resolutions of the general meeting of shareholders, and diligently carry out the work of the board of directors, Promote the improvement of corporate governance and the development of various businesses of the company, and actively and effectively play the role of the board of directors. The work report of the board of directors in 2021 is as follows:
1、 Daily work of the board of directors in 2021
1. Convening of the board of directors
In 2021, the board of directors of the company held 9 meetings of the board of directors. The notice, convening, convening and voting procedures of the meeting were in strict accordance with the provisions of relevant laws and regulations and the articles of association. The details are as follows: on March 17, 2021, the company held the 2nd and 15th meetings of the second board of directors, The proposal on the company’s foreign investment to purchase part of the equity and related party transactions of Beijing dark horse Chuangzhan Investment Management Co., Ltd. was deliberated and adopted.
On March 30, 2021, the company held the 26th meeting of the second board of directors, 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, proposal on the appointment of chief financial officer, proposal on the appointment of deputy general manager and Secretary of the board of directors.
On April 26, 2021, the company held the 27th meeting of the second board of directors, deliberated and adopted the full text and summary of the 2020 annual report, the 2020 work report of the board of directors, the 2020 work report of the general manager, the 2020 financial final account report, the proposal on the 2020 profit distribution plan The self-evaluation report on internal control in 2020, the special report on the deposit and use of raised funds in 2020, the proposal on the company’s reappointment of the audit institution in 2021, the proposal on the change of accounting policies, the proposal on the remuneration scheme for directors in 2021, the proposal on the remuneration scheme 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, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentive, proposal on changing the registered capital of the company, proposal on Amending the articles of association, proposal on Amending the rules of procedure of the general meeting of shareholders, proposal on Amending the rules of procedure of the board of directors Proposal on Amending the working system of independent directors, proposal on Amending the management system of connected transactions, proposal on Amending the management system of foreign investment, proposal on Amending the management system of foreign guarantee, proposal on Amending the relevant rules and systems of the company, proposal on canceling some stock options Proposal on withdrawing asset impairment loss in 2020, report of the first quarter of 2021, proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to issuing shares to specific objects through simple procedures, and proposal on requesting the convening of the 2020 annual general meeting of shareholders.
On May 26, 2021, the company held the 28th meeting of the second board of directors, deliberated and adopted the proposal on granting restricted shares to incentive objects.
On July 8, 2021, the company held the 29th meeting of the second board of directors, deliberated and adopted the proposal on the appointment of senior managers and the proposal on using basic users to pay personnel fees for raised investment projects and replace them with raised funds.
On August 25, 2021, the 30th annual and semi annual meeting of the board of directors reviewed and adopted the full text of the special report on the deposit and use of funds raised in 2021.
On September 30, 2021, the company held the 31st meeting of the second board of directors, deliberated and adopted the proposal on nominating non independent directors of the third board of directors, the proposal on nominating independent directors of the third board of directors and the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2021.
On October 15, 2021, the company held the 32nd meeting of the second board of directors, which deliberated and adopted the proposal on the change of investment projects with raised funds, the proposal on Amending the Dark Horse Technology Group Co.Ltd(300688) articles of association, the proposal on Amending the rules of procedure of Dark Horse Technology Group Co.Ltd(300688) shareholders’ meeting, the proposal on Amending the rules of procedure of Dark Horse Technology Group Co.Ltd(300688) board of directors Proposal on Amending the measures for the administration of Dark Horse Technology Group Co.Ltd(300688) raised funds and proposal on the extension of the first extraordinary general meeting of shareholders in 2021.
On October 22, 2021, the company held the 33rd meeting of the second board of directors and reviewed and adopted the third quarter report of 2021.
2. Implementation of resolutions of the general meeting of shareholders during the reporting period
During the reporting period, the company held one annual general meeting and one extraordinary general meeting. The board of directors of the company performed its duties in strict accordance with relevant national laws, regulations, the articles of association and other relevant provisions, earnestly implemented various resolutions adopted by the general meeting of shareholders, and ensured the effective implementation of the resolutions of the general meeting of shareholders.
3. Performance of independent directors
During the reporting period, Wang Jing and Xiao Hongying, independent directors of the company, faithfully and diligently performed their duties as independent directors in strict accordance with the company law, the securities law and other laws and regulations, the articles of association and other relevant provisions, actively attended relevant meetings, carefully considered various proposals of the board of directors and expressed independent opinions on relevant matters in an attitude of being responsible to the company and shareholders, It has played a positive role in the sound development of the company and effectively safeguarded the interests of all shareholders of the company, especially small and medium-sized shareholders.
2、 Performance of each special committee of the board of directors
The board of directors of the company consists of audit committee, nomination committee, remuneration and assessment committee and Strategy Committee. During the reporting period, the four special committees under the board of directors of the company performed their duties in strict accordance with the articles of association, rules of procedure of the board of directors and the implementation rules of each special committee. The duties performed by each committee during the reporting period are as follows:
1. Audit Committee
During the reporting period, the audit committee of the board of directors of the company diligently performed its duties of supervision and verification in accordance with relevant laws and regulations, the articles of association and the working rules of the audit committee of the board of directors.
During the reporting period, the audit committee of the board of directors of the company communicated and discussed and formed opinions on the occupation of the company’s funds by controlling shareholders and other related parties, the storage and use of raised funds, and the renewal of the company’s appointment of an accounting firm. The audit committee summarized and evaluated the work of the accounting firm engaged in the annual audit of the company.
2. Nomination Committee
During the reporting period, the nomination committee of the board of directors of the company performed the responsibility of selecting and making suggestions on the candidates, selection criteria and procedures of directors and senior managers of the company in accordance with relevant laws and regulations, the articles of association and the working rules of the nomination committee of the board of directors.
3. Remuneration and assessment committee
During the reporting period, the remuneration and appraisal committee actively carried out its work and earnestly performed its duties in accordance with the detailed rules for the work of the remuneration and appraisal committee of the board of directors and other relevant provisions. During the reporting period, the remuneration and assessment committee reviewed the remuneration of the company’s directors and senior managers and considered that the determination of their remuneration standard and total annual remuneration was in line with the provisions of the company’s relevant remuneration management system.
4. Strategy Committee
In the report, the company’s strategy committee diligently performed its duties in accordance with relevant laws and regulations, the articles of association and the working rules of the strategy committee of the board of directors, studied and made suggestions on the company’s long-term development strategy and major investment and financing decisions.
3、 Work direction of the board of directors in 2022
1. The company will continue to implement the established operation policy, strive to achieve steady growth in operating revenue and profit in 2022, and repay shareholders with better operating performance.
2. Further improve the standardized governance level of the company and improve and enhance the decision-making efficiency of the board of directors. Timely revise relevant internal control documents of the company in accordance with laws and regulations, rules and regulations of regulatory authorities, etc.
3. In strict accordance with the regulatory requirements, actively organize the directors, supervisors and senior managers of the company to participate in the business knowledge training organized by the regulatory authorities, and continuously improve the performance ability of directors, supervisors and senior managers. 4. Go deep into the company’s operation and management, fully understand the company’s operation status, major events, risk factors and other important information, and continue to do a good job of information disclosure in a timely and accurate manner in accordance with the regulatory requirements, so as to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure.
Dark Horse Technology Group Co.Ltd(300688) board of directors March 15, 2022
