Dark Horse Technology Group Co.Ltd(300688) independent director
Independent opinions on matters related to the second meeting of the third board of directors
In accordance with the rules for independent directors of listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association of the company, we are independent directors of the company, Based on careful reading of relevant materials and full verification of the actual situation, the following independent opinions are expressed on the relevant proposals considered at the second meeting of the third board of directors of the company:
1、 Independent opinions on 2021 profit distribution plan
After verification, we believe that in order to better repay shareholders, the company’s profit distribution plan for 2021 complies with the relevant provisions of the company law, the articles of association and the dividend return plan, does not harm the interests of shareholders, especially small and medium-sized shareholders, conforms to the current actual situation of the company, and is conducive to the sustainable, stable and healthy development of the company, Agree to the proposal on the company’s profit distribution plan for 2021 proposed by the board of directors of the company, and agree to submit the profit distribution plan to the general meeting of shareholders for deliberation.
2、 Independent opinions on the appointment of audit institutions in 2022
After verification, we believe that the company plans to renew the appointment of Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) as the company’s annual audit institution in 2022. After demonstrating that Tianneng’s decision on the appointment and renewal of directors is not fair, we believe that Tianneng’s decision on the matters related to the company’s independent services is reasonable, and that Tianneng’s decision on the appointment and renewal of directors is not infringed by the company’s interests, Therefore, we agree to renew the appointment of Tianzhi international as the company’s annual audit institution in 2022 and submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
3、 Independent opinions on the occupation of funds by controlling shareholders and other related parties and the special description of external guarantee
After verification, we believe that during the reporting period, the capital transactions between the company and the controlling shareholders and other related parties can strictly comply with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, and the controlling shareholders and other related parties do not occupy the company’s funds, There is no illegal occupation of funds by related parties in previous years and accumulated to December 31, 2021; The company has no external guarantee in any form, nor any external guarantee that occurred in the previous period but continued to the reporting period.
4、 Independent opinions on the remuneration scheme of directors in 2022
After verification, we believe that the decision-making procedures and determination basis of directors’ remuneration and independent directors’ allowance in 2022 comply with the provisions of relevant laws, regulations and the articles of association, and the remuneration level of the company’s region and industry. We agree to the company’s 2022 directors’ remuneration and independent directors’ allowance scheme, and agree to submit the proposal on 2022 directors’ remuneration scheme to the company’s 2021 shareholders’ meeting for deliberation.
5、 Independent opinion on 2022 executive compensation plan
After verification, we believe that the decision-making procedure and determination basis of the company’s senior management salary in 2022 comply with the provisions of relevant laws, regulations and the articles of association, and the salary level of the company’s region and industry. We agree to the company’s 2022 senior management compensation plan, and agree that the company will pay compensation to the company’s senior management accordingly.
6、 Independent opinion on self-evaluation report of internal control in 2021
After verification, we believe that the self-evaluation report on internal control in 2021 prepared by the board of directors of the company truly and objectively reflects the construction and operation of the company’s internal control system, and there are no false records, misleading statements or major omissions; The company has established a relatively perfect internal control system and can be effectively implemented. Various internal control systems of the company comply with the requirements of national laws and regulations, meet the actual needs of the company’s current production and operation, and play a better control and prevention role in all processes and key links of operation and management.
7、 The independent opinion on the special report on the annual storage and use of raised funds in 2021 is verified, and we believe that the content of the special report on the storage and use of raised funds in 2021 prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions, It truthfully reflects the actual situation of the company’s deposit and use of the raised funds in 2021, and complies with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of the raised funds of listed companies. There is no illegal deposit and use of the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
8、 Independent opinions on cancellation of stock options
After verification, we believe that the cancellation of stock options by the company 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), and will not have a material impact on the company’s financial status and operating results, Nor will it affect the diligence of the company’s management team. The deliberation and voting procedures of the board of directors of the company comply 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 companies listed on gem. The independent directors of the company agreed to cancel the stock option this time. 9、 Independent opinion on the provision for asset impairment in 2021
After verification, we believe that: Based on the principle of prudence and in strict accordance with the accounting standards for business enterprises, the articles of association, the company’s accounting policies and other relevant laws, regulations and normative documents, the company has made provision for impairment of relevant assets within the scope of consolidated statements as of December 31, 2021, with sufficient basis, legal and effective provision methods and decision-making procedures. After the provision for asset impairment is withdrawn this time, it can more truly and accurately reflect the asset value and financial status of the company, help to provide investors with more reliable accounting information, and there is no situation that damages the interests of the company and all shareholders. The independent directors of the company agreed to withdraw the provision for asset impairment this time.
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(there is no text on this page, which is the signature page of the 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) independent directors:
Liu zhuoqin, Wu Chunbo
March 15, 2022
