Shenzhen Stock Exchange:
We have received your "Implementation Letter Regarding the Review Opinions of the M&A and Restructuring Committee on the Application of Dark Horse Technology Group Co., Ltd. for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds" (Audit Letter [2026] No. 030012) issued on August 5, 2026. Dark Horse Technology Group Co., Ltd. (hereinafter referred to as "Dark Horse," the "Listed Company," or the "Company"), together with relevant intermediaries, has conducted a thorough verification and implementation of the issues listed in the letter. The response is as follows for your review.
Notes:
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Unless otherwise specified, the definitions of abbreviations or terms in this reply are the same as those in the "Report on the Issuance of Shares and Payment of Cash to Purchase Assets and Raising Supporting Funds (Draft) of Dark Horse Technology Group Co., Ltd." (hereinafter referred to as the "Restructuring Report").
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If there are discrepancies between the totals and the sums of individual items in this reply, they are due to rounding.
Problem 1
Please combine the historical evolution of the target company's largest customer, business dealings between the two parties, and personnel overlap to further explain whether there is any related-party relationship or benefit transfer between the customer and the target company and its related parties, and whether the relevant information disclosure is true, accurate, and complete.
Please have the independent financial advisor, accountant, and lawyer verify and express a clear opinion.
Reply:
In 2023, 2024, and 2025, the target company's largest customer was Beijing Banyong Technology Culture Co., Ltd. (hereinafter referred to as "Beijing Banyong"). The transaction amounts with the target company were 3.0171 million yuan, 3.3718 million yuan, and 4.0449 million yuan, respectively, accounting for 8.92%, 6.34%, and 5.28% of the target company's operating income in each year.
Beijing Banyong is an enterprise established and actually controlled by former employee Suo Sida. Based on an analysis of Beijing Banyong's historical evolution, business dealings, and personnel overlap, and in accordance with the "Company Law" and "Accounting Standards for Business Enterprises No. 36 — Related Party Disclosures," there is no related-party relationship between Beijing Banyong and the target company, and there is no benefit transfer between Beijing Banyong and the target company or its related parties. From June 2022 to April 2023, Beijing Banyong had a related-party relationship with Zuo Shiqin, a related party of the target company, but it has no related-party relationship with other related parties of the target company.
Given that Beijing Banyong and the target company have circumstances such as being controlled by a former employee of the target company and having a management team mainly composed of former employees of the target company, and that Beijing Banyong was the target company's largest customer during the reporting period, the Company has disclosed the transactions between Beijing Banyong and the target company in accordance with the disclosure standards for related-party transactions based on the principle of prudence and in compliance with the "Administrative Measures for Information Disclosure of Listed Companies" and the "Administrative Measures for Major Asset Restructuring of Listed Companies." The relevant information disclosure is true, accurate, and complete. The specific analysis is as follows:
I. Based on the review of historical evolution, Beijing Banyong is an independent entrepreneurial platform for Suo Sida and is not an enterprise controlled by the target company or its related parties.
(I) Background of the establishment and operation of Beijing Banyong
Beijing Banyong is an entrepreneurial platform established by Suo Sida to carry out digital collectible business and is under the actual control of Suo Sida. After formally resigning from the target company in March 2023, Suo Sida carried out independent entrepreneurship through Beijing Banyong and conducted copyright agency business cooperation with the target company. The background of the establishment and operation of Beijing Banyong is as follows: