Securities code: Dark Horse Technology Group Co.Ltd(300688) securities abbreviation: Dark Horse Technology Group Co.Ltd(300688) Announcement No.: 2022010 Dark Horse Technology Group Co.Ltd(300688)
Announcement on the resolution of the second meeting of the third board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. The meeting of the board of supervisors was convened by Mr. Cao Guoxiong, chairman of the board of supervisors. 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 supervisors was held in the company’s conference room on March 15, 2022, and the voting was conducted by combining on-site and communication.
3. Three supervisors should attend the meeting and three actually attended. The Secretary of the board of directors attended the meeting as a nonvoting delegate. 4. The board of supervisors is presided over by Mr. Cao Guoxiong, chairman of the board of supervisors.
5. The convening, convening and voting procedures of this meeting of the board of supervisors comply with the relevant provisions of the company law and other laws and regulations and the articles of association, and are legal and effective.
2、 Deliberation at the meeting of the board of supervisors
1. Deliberated and adopted the full text and summary of the 2021 Annual Report
After careful review, the board of supervisors believes that the preparation procedures, contents and format of the full text and summary of the company’s 2021 annual report comply with the provisions of relevant documents; During the preparation of the annual report, there was no disclosure of secrets or other acts in violation of laws and regulations, the articles of association or damaging the interests of the company; The company’s financial report truly, accurately and completely reflects the company’s financial situation and operating results, and there are no false records, misleading statements or major omissions.
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: 3 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 supervisors in 2021
The specific contents of the company’s 2021 work report of the board of supervisors 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: 3 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 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: 3 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.
4. The proposal on 2021 profit distribution plan was deliberated and adopted
After careful review, the board of supervisors believes that the company’s profit distribution plan for 2021 combines the current actual situation of the company, complies with the relevant provisions on dividends in the company law, the articles of association and the dividend return plan, complies with the requirements of relevant laws and regulations, the company’s profit distribution policy and the dividend return plan for shareholders, and has legitimacy Compliance and rationality.
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: 3 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. Deliberated and adopted the self-evaluation report on internal control in 2021
The law of Shenzhen Stock Exchange on the supervision of listed companies, the law of Shenzhen Stock Exchange on the supervision of companies listed on the gem No. 2, the basic rules of Shenzhen Stock Exchange on the supervision of listed companies The 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.
The company’s self-evaluation report on internal control in 2021 was disclosed on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
6. Deliberated and adopted the special report on the annual storage and use of raised funds
After careful review, the board of supervisors believes that the deposit and use of the company’s raised funds in 2021 comply with the relevant requirements of 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 the company’s raised funds management system, and the use of the raised funds is legal and compliant, No violation of laws, regulations or acts detrimental to the interests of shareholders were found. The company’s 2021 special report on the deposit and use of raised funds was disclosed on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
7. Deliberated and passed the proposal on the report on the use of the previously raised funds
The company prepared the special report on the use of the previously raised funds as of December 31, 2021, and hired Tianzhi international accounting firm (special general partnership) to issue the verification report on the use of the previously raised funds.
The relevant contents were disclosed on the same day on cninfo.com, the gem information disclosure website designated by the CSRC. Voting results: 3 in favor, 0 against and 0 abstention.
8. Deliberated and passed the proposal on the company’s reappointment of the audit institution in 2022
The board of supervisors believes that as the company’s 2021 audit institution, Tianzhi International Certified Public Accountants (special general partnership) can be diligent, honest and trustworthy, earnestly perform its audit responsibilities, objectively evaluate the company’s financial status and operating results and independently express audit opinions in accordance with the practice standards and ethics of certified public accountants. The board of auditors of the international partnership agreed to continue the appointment of the general auditor of the company in 2022.
The company’s announcement on renewing the appointment of the audit institution in 2022 was disclosed on the same day on cninfo.com, the gem information disclosure website designated by the CSRC.
Voting results: 3 in favor, 0 against and 0 abstention.
Independent directors have expressed clear prior approval opinions and consent opinions on this proposal, which shall be submitted to the company’s 2021 annual general meeting for deliberation.
9. Deliberated and passed the proposal on the remuneration scheme of supervisors in 2022
According to the diligence and diligence of the company’s supervisors, the details of the company’s 2022 supervisor compensation plan are as follows: the company’s supervisors receive compensation according to their actual positions in the company; If the supervisor of the company has no actual working position in the company, he will not be paid salary or allowance.
Voting results: 3 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. The proposal on the provision for asset impairment in 2021 was deliberated and adopted
The board of supervisors checked the provision for asset impairment of the company this time. The provision for asset impairment of the company is made in accordance with the accounting standards for business enterprises and relevant accounting policies of the company, which is in line with the actual situation of the company. After the provision for asset impairment is made this time, it can more truly and accurately reflect the asset value and financial status of the company as of December 31, 2021. The decision-making procedure of the proposal complies with relevant laws and regulations and the relevant provisions of the articles of association. The board of supervisors agreed that the company should withdraw the provision for asset impairment this time.
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: 3 in favor, 0 against and 0 abstention.
11. Deliberated and passed the proposal on cancellation of stock options
According to the audited financial results of the company in 2021, the company’s performance in 2021 did not 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 must repurchase and cancel the stock options corresponding to the third exercise period granted.
In view of the termination of the incentive plan, the company will cancel all the stock options that have been granted, registered and outstanding exercise conditions related to the incentive plan.
The cancellation of this stock option complies 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 2019 stock option incentive plan (Draft). The procedures are legal and compliant, and will not have a substantive impact on the company’s financial status and operating results.
The cancellation of some stock options that have been granted but not exercised has fulfilled the necessary examination and approval procedures, and complies with the provisions of relevant laws, regulations, normative documents and the articles of association, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 2 – standardized operation of GEM listed companies.
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: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolution of the second meeting of Dark Horse Technology Group Co.Ltd(300688) the third board of supervisors.
2. Prior approval opinions of Dark Horse Technology Group Co.Ltd(300688) independent directors on matters related to the second meeting of the third board of directors.
3. Independent opinions of Dark Horse Technology Group Co.Ltd(300688) independent directors on matters related to the second meeting of the third board of directors.
It is hereby announced.
Dark Horse Technology Group Co.Ltd(300688) March 17, 2022
