Thunder Software Technology Co.Ltd(300496) independent director
Independent opinions on matters related to the 7th Meeting of the 4th board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, 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 and other laws According to the relevant provisions of laws and regulations, normative documents and the articles of association, all independent directors of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company”) have carefully reviewed the relevant matters considered at the seventh meeting of the Fourth Board of directors of the company and expressed their independent opinions as follows:
1、 Independent opinions on 2021 profit distribution plan
After verification, the company’s profit distribution plan for 2021 combines the actual situation of the company and comprehensively considers the factors such as the sustainable development of the company and the long-term interests of all shareholders, which is conducive to the sustainable, stable and healthy development of the company, complies with the relevant provisions of laws and regulations and the articles of association, and does not damage the interests of shareholders, especially small and medium-sized shareholders. The annual profit distribution plan of 2021 was reviewed and approved by the general meeting of shareholders of the company. 2、 Independent opinions on the self-evaluation report of the company’s internal control in 2021
According to the relevant provisions of the basic norms of enterprise internal control, we have carefully checked the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and issued the following independent opinions:
1. The company has established a relatively perfect corporate governance structure and internal control system, which meets the requirements of relevant Chinese laws and regulations and securities regulatory authorities, the business characteristics and management requirements of the company, can meet the development needs of the company at this stage, and plays an effective role in controlling and supervising the operation and management of the company.
2. In 2021, the company strictly implemented the internal control system and did not violate the relevant regulations of Shenzhen Stock Exchange and the company’s internal control system.
3. The company’s self-evaluation report on internal control in 2021 objectively reflects the real situation of the company’s internal control. The company’s internal control organization is complete and the distribution of functions and responsibilities is clear, covering all levels and links of the company’s operation, ensuring the full and effective implementation and supervision of the company’s internal control activities and the effectiveness of the company’s financial statements, There are no obvious weak links and major defects.
Agree to the 2021 internal control self evaluation report prepared by the board of directors of the company.
3、 Independent opinions on the special explanation of the funds occupied by the controlling shareholders and other related parties of the company
After verification, the controlling shareholders and other related parties of the company did not occupy the company’s funds in 2021, nor did the illegal related parties occupy the funds in previous years and accumulated to December 31, 2021. The company strictly abided by the provisions of the company law, the articles of association and other relevant laws and regulations, and strictly controlled the relevant risks.
4、 Independent opinions on the renewal of accounting firm
Asia Pacific (Group) adheres to the principles of independence, objectivity and impartiality in its practice, and the audit report issued for the company can truly and objectively reflect the actual financial situation and operating results of the company. In addition to providing audit related professional services for the company, Asia Pacific (Group) does not have any association or other interest relationship with the company. The company continues to employ Asia Pacific (Group) as the financial audit institution in 2022, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. When the board of directors of the company considered the proposal, the voting procedures were in line with the provisions of relevant laws, regulations and normative documents, and the voting procedures were legal and effective. It agreed to continue to employ Asia Pacific (Group) as the company’s audit institution in 2022 and agreed to submit it to the company’s annual general meeting for deliberation.
5、 Independent opinions on the company’s directors’ allowance and senior managers’ remuneration in 2021
The company’s allowance for directors and independent directors and the formulation of remuneration standards for senior managers of the company are determined by the actual situation of the company in combination with the economic development level of the industry and region. The decision-making procedures and determination basis are in line with the provisions of the company law, the articles of association and other relevant laws, regulations and normative documents, and there is no damage to the interests of the company and minority shareholders.
We agree to the allowance and remuneration scheme for the directors, independent directors and senior managers of the company in 2021. 6、 Special instructions and independent opinions on the external guarantee of the company
After verification, the company and its wholly-owned subsidiaries did not provide any external guarantee in 2021, and there were no other external guarantees that occurred in previous years and accumulated to December 31, 2021. The company strictly abides by the company law, the articles of association and other relevant laws and regulations, and strictly controls the relevant risks.
7、 Independent opinions on applying for comprehensive credit line in 2022
After verification, the comprehensive credit line applied by the company in 2022 is mainly to further meet the working capital needs of the company’s daily production and operation activities and promote the sustainable and stable development of the company’s business. The decision-making procedure and determination basis of the application for the comprehensive credit line in 2022 comply with the company law, the articles of association and other relevant provisions, which is conducive to the company to improve its own financing capacity and capital use efficiency. Agree to the above credit granting matters and agree to submit them to the annual general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the prediction of major daily related party transactions of the company in 2022
The voting procedure of the company’s main daily related party transactions in 2022 is expected to be legal, fair and open. Such transactions are conducive to the development of the company’s main business. The transaction prices are determined by both parties through consultation with reference to the market price, which has no adverse impact on the independence of the company and does not damage the interests of the company and other shareholders. 9、 Independent opinions on the deposit and actual use of the company’s raised funds in 2021
The report on the deposit and actual use of raised funds in 2021 prepared by the company objectively and truly reflects the actual situation of the deposit and use of raised funds in 2021. The deposit and use of the company’s raised funds comply with the requirements of the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the articles of association and the company’s raised funds management system, and there is no illegal deposit and use of raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
10、 Independent opinions on using temporarily idle self owned funds to purchase financial products
After verification, the decision-making procedure and determination basis of the company’s application for using temporarily idle self owned funds to purchase financial products comply with the company law, the articles of association and other relevant provisions. The use of temporarily idle self owned funds to purchase financial products is carried out on the premise of ensuring that the normal production and operation of the company and the risk are controllable, and does not affect the daily capital turnover needs of the company, It will not affect the normal development of the company’s main business.
At the same time, it helps to increase the company’s cash management income and reduce the financial cost, without damaging the interests of shareholders, especially the interests of small and medium-sized investors. Agree to use temporarily idle self owned funds to purchase financial products.
11、 Independent opinions on the use of temporarily idle raised funds for cash management
The company plans to use idle raised funds for cash management, and the decision-making procedures comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies. The company’s use of idle raised funds for cash management this time does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, does not change the purpose of the raised funds in a disguised manner, does not affect the normal development of the company’s main business, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. It is agreed that the company can use idle raised funds for cash management, and the funds can be used in a circular and rolling manner, with the amount not exceeding RMB 800 million.
12、 Independent opinions on cancellation of some stock options
In view of the fact that 8 incentive objects in the 2020 stock option incentive plan have resigned for personal reasons, the company plans to cancel the stock options granted to the incentive objects but not exercised, which comply with the relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the Administration of equity incentive of listed companies and the relevant provisions of the company’s 2020 stock option incentive plan, It will not have a significant impact on the company’s financial situation and operating results, and there is no situation that damages the interests of the company and all shareholders. The company agrees to cancel the above authorized but not exercised stock options.
13、 Independent opinions on the achievement of exercise conditions in the second exercise period of the company’s 2020 stock option incentive plan
According to the measures for the administration of equity of listed companies, the company’s 2020 stock option incentive plan and other relevant provisions, we have verified the achievements of the exercise conditions in the second exercise period of the incentive plan, and believe that: 1 The company meets the conditions for the implementation of the equity incentive plan stipulated in the administrative measures for equity incentive of listed companies and the company’s 2020 stock option incentive plan. The company has the subject qualification for the implementation of the equity incentive plan, and there are no circumstances in which the right is not allowed to be exercised.
2. The exercise conditions of the second exercise period of the incentive plan have been met, and the 65 incentive objects that can be exercised have met the exercise conditions. Their subject qualification as the incentive objects of the company in the second exercise period of the incentive plan is legal and effective.
3. The company’s 2020 stock option incentive plan does not violate the provisions of relevant laws and regulations on the exercise arrangement of stock options of each incentive object (including exercise period, exercise, exercise price, etc.). The deliberation and decision-making procedure of the board of directors is legal and effective, and there is no damage to the interests of the company and shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects of this exercise, and this exercise does not damage the interests of the company and all shareholders.
In conclusion, we believe that the exercise conditions for the second exercisable period of the 2020 stock option incentive plan have been met, and agree that the company will handle the exercise procedures for the exercisable incentive objects.
14、 Opinions of independent directors on matters related to the company’s issuance of A-Shares to specific objects in 2022
1. Independent opinions on the company meeting the conditions for issuing shares to specific objects
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), we have checked the company item by item against the qualifications and relevant conditions of companies listed on the gem to issue shares to specific objects, It is considered that the company meets the conditions for GEM listed companies to issue shares to specific objects.
We express our independent opinion that the company meets all the conditions for issuing shares to specific objects.
2. Independent opinions on the plan and scheme for the issuance of shares to specific objects
After carefully reviewing the company’s plan for issuing A-Shares to specific objects in 2022 and the company’s plan for issuing A-Shares to specific objects in 2022, we believe that the plan for issuing A-Shares to specific objects complies with the provisions of relevant laws, regulations and normative documents and does not harm the interests of the company and other shareholders. The scheme of issuing shares to specific objects is feasible. The price and pricing method of this issuance comply with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). The investment projects raised funds comply with the national industrial policies and the provisions of relevant laws, regulations and normative documents. The market prospect is good, In line with the current market situation, the actual situation of the company and the long-term development plan of the company, it is conducive to enhancing the sustainable operation ability of the company, the long-term development of the company and the interests of all shareholders. There is no situation that damages the interests of the company or minority shareholders.
We express our independent opinions on the company’s stock issuance plan and scheme to specific objects.
3. Independent opinions on the demonstration and analysis report of the stock issuance scheme to specific objects.
The demonstration and analysis report on the company’s A-share issuance scheme to specific objects in 2022 prepared by the company fully demonstrates the necessity of this issuance to specific objects, the appropriateness of the selection scope, quantity and standard of this issuance objects, and the pricing principle of this issuance in combination with the company’s industry and development stage, financing planning, financial status and capital demand The rationality of basis, method and procedure, the feasibility of this issuance method, the fairness and rationality of this issuance scheme, the dilution of immediate return and the measures to be taken by the company in this issuance are demonstrated and analyzed in a practical and detailed manner, which is in line with the actual situation of the company.
We express our independent opinions on the demonstration and analysis report of the company’s stock issuance scheme to specific objects in 2022 prepared by the company.
4. Feasibility analysis on the use of funds raised by issuing A-Shares to specific objects in 2022
Independent opinion of the report
The feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2022 prepared by the company fully demonstrates the feasibility of the investment project of the raised funds. The investment project of the raised funds complies with the provisions of relevant national laws, regulations and policies, and the current situation and development trend of the company’s industry, In line with the company’s actual business situation and long-term development strategic objectives, and in line with the interests of the company and all shareholders.
We express our independent opinions on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2022 prepared by the company.
5. Independent opinions on the special report on the use of the company’s previously raised funds
After deliberation, we believe that the content of the special report on the use of the previously raised funds prepared by the company is true, accurate and complete. The use of the previously raised funds by the company conforms to the actual situation of the company, is conducive to the smooth implementation of the raised investment projects and the long-term development of the company, and is in line with the interests of the company and all shareholders; Comply with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other relevant laws and regulations on the deposit and use of raised funds, and there is no violation of the deposit and use of raised funds.
We are responsible for the previous raised funds prepared by the company
