China Merchants Securities Co.Ltd(600999)
About Thunder Software Technology Co.Ltd(300496)
Verification opinions on the prediction of major daily connected transactions in 2022
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “sponsor”) as the sponsor of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as ” Thunder Software Technology Co.Ltd(300496) ” and “company”) non-public issuance of A-share shares on GEM in 2020, according to the administrative measures for securities issuance and listing sponsor business The provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies have carefully verified Thunder Software Technology Co.Ltd(300496) on the expected matters of major daily connected transactions in 2022, And give the following verification opinions: I. overview of related party transactions
1. Content of related party transactions
According to the needs of the company’s business development and daily operation, in 2022, the company and its holding subsidiaries expect that the main daily related party transactions include transactions with Beijing Huaxin hengtu Technology Development Co., Ltd. (hereinafter referred to as “Huaxin hengtu”) and its related companies, and transactions with Zhongtian wisdom Technology Co., Ltd. (hereinafter referred to as “Zhongtian wisdom”) and its related companies.
The company expects that the transactions with Huaxin hengtu and its affiliated companies mainly include software development, testing, maintenance and other businesses. The price is negotiated with reference to the market price. In 2022, it is expected that the daily connected transactions will not exceed 50 million yuan. In 2021, the actual total amount of similar transactions will be 185528 million yuan. Beijing xinhengchuang Technology Development Co., Ltd., a wholly-owned subsidiary of the company, directly holds 40% of the shares of Huaxin hengtu. Wang Huanxin, the company’s director, Secretary of the board of directors and chief financial officer, also serves as the supervisor of Huaxin hengtu. The above transactions constitute related party transactions. The company expects that the transactions with Zhongtian wisdom and its affiliated companies mainly include software development, testing, maintenance and other businesses, and the pricing is negotiated with reference to the market price. In 2022, it is expected that the daily connected transactions will not exceed 60 million yuan. In 2021, the actual total amount of similar transactions will be 102181 million yuan. The company directly holds 15% of the shares of Zhongtian wisdom, and Wang Huanxin, the company’s director, Secretary of the board of directors and chief financial officer, also serves as Zhongtian wisdom
The estimated matters of this connected transaction are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation. This estimated related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by other departments.
2. Category and amount of estimated related party transactions
Unit: 10000 yuan
Related party transactions the estimated amount of related party transactions in related party transactions as of the disclosure date the amount of category tolerance pricing principle of the previous year has occurred
To the related party Huaxin hengtu and the fair value of software development and testing market
The price of purchased goods / its affiliated companies for commissioning and maintenance is 5 Ping An Bank Co.Ltd(000001) 85528185528, and the service is accepted
Sales of goods and technology to related parties
Selling products, Zhongtian wisdom and technology services, software market fair 200000 990.00 990.00 goods / providing the development price of its affiliated companies
service
To the related parties, Zhongtian wisdom and software development and testing fair market
The price of purchased goods / its affiliated companies for commissioning and maintenance is 400000 31.81 31.81, and services are accepted
3. Category and amount of daily related party transactions of the previous year
Unit: 10000 yuan
Difference between the actual estimated amount of related party transactions of related party transactions of related party transactions on the actual disclosure date and the amount of period and claim content, and the proportion of estimated funds of similar industries
Accept the related party Huaxin hengtu and technical services 185528 – 1.24% — serve its related companies
Accept technical services from related parties, 31.81 – 0.02% – service Zhongtian wisdom and equipment procurement
Selling goods of its affiliated companies to related parties
Selling goods / providing technical services, 990.00 – 0.35% – service software development
The board of directors of the company has not carried out the actual occurrence of daily related party transactions. If there is a large difference between the predicted situation and the predicted situation of related party transactions, the independent directors of the company have a large difference between the actual occurrence of daily related party transactions and the predicted situation. II. Description of related parties and related relationships
1. Huaxin hengtu
(1) Basic information of related parties
Company name: Beijing Huaxin hengtu Technology Development Co., Ltd
Unified social credit Code: 91110108ma01w81785
Enterprise type: limited liability company (invested or controlled by natural person)
Address: room 503, floor 5, Chuangda building, No. 9, Qinghua East Road, Haidian District, Beijing
Legal representative: Li Li
Registered capital: 5 million yuan
Date of establishment: September 27, 2020
Business scope: technology development, technology promotion, technology transfer and technology consultation; Sales of communication equipment, electronic products, mechanical equipment.
(market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Shareholder composition: natural person Li Li holds 60% and Beijing xinhengchuang Technology Development Co., Ltd. holds 40%. Financial status: as of December 31, 2021, the main business income of Huaxin hengtu was 262124 million yuan, the net profit was -175700 yuan and the net assets were 2.1243 million yuan (Unaudited).
Whether it is a dishonest executee: no
Analysis of performance ability: related parties exist according to law, operate normally and have performance ability.
(2) Association description
Beijing xinhengchuang Technology Development Co., Ltd., a wholly-owned subsidiary of the company, directly holds 40% of the shares of Huaxin hengtu. Wang Huanxin, director, Secretary of the board of directors and chief financial officer of the company, also serves as the supervisor of Huaxin hengtu.
2. Zhongtian wisdom
(1) Basic information of related parties
Company name: Zhongtian Intelligent Technology Co., Ltd
Unified social credit Code: 911101083183412786
Enterprise type: other limited liability companies
Address: 601, 6 / F, Chuangda building, No. 9, Qinghua East Road, Haidian District, Beijing
Legal representative: Li Li
Registered capital: 100 million yuan
Date of establishment: December 12, 2014
Business scope: technology development, technical consultation, technical service and technology transfer; Computer technology training; Sell self-developed products, electronic products, communication equipment, computers, software service auxiliary equipment. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Shareholder composition: Sichuan Shuntian Intelligent Technology Co., Ltd. holds 39%, Tianfu Technology (Beijing) Co., Ltd. holds 26%, Zhongtian ZhangJin (Beijing) Technology Co., Ltd. holds 20% and Thunder Software Technology Co.Ltd(300496) holds 15%
Financial status: as of December 31, 2021, the main business income of Zhongtian wisdom was 804496 million yuan, the net profit was 8.0798 million yuan and the net assets were 550982 million yuan (Unaudited).
Whether it is a dishonest executee: no
Analysis of performance ability: related parties exist according to law, operate normally and have performance ability.
(2) Association description
The company directly holds 15% of the shares of Zhongtian wisdom, and Wang Huanxin, the company’s director, Secretary of the board of directors and chief financial officer, is also the director of Zhongtian wisdom. 3、 Pricing of related party transactions
The price shall be negotiated with reference to the market price, and the specific amount shall be finally determined according to the agreement signed by both parties. Authorize the chairman of the company or his designated authorized agent to sign relevant agreements within the estimated amount of daily transactions with Huaxin hengtu, Zhongtian wisdom and their affiliates throughout the year. The transaction follows the principle of fairness and rationality, which is fully communicated and negotiated by all parties to the transaction. The transaction price is fair and reasonable, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. 4、 Signing of related party transaction agreement
Within the estimated total amount of this daily connected transaction, the board of directors of the company is requested to authorize the management of the company to adjust and use the specific transaction amount with each connected party according to the actual business needs, confirm the specific contents of the agreement with each connected party and handle the signing of the agreement. The contents of the agreement shall comply with the provisions of relevant laws and regulations. 5、 Necessity of related party transactions and its impact on Listed Companies
The above daily connected transactions are based on the normal business transactions of the company and meet the actual needs of the company’s production and operation. The price of related party transactions shall be determined by both parties through negotiation with reference to the market price of similar contracts of the company, and there is no case that damages the interests of non related shareholders. The above companies are independent legal persons, operate independently and are independent of each other in terms of assets, finance and personnel.
The above related party transactions account for a small proportion of the company’s similar businesses and have no impact on the company’s independence. The company’s main business will not rely on related parties due to the transaction. This transaction will not have a significant impact on the company’s financial status and operating results. 6、 Relevant review procedures and special opinions
1. Deliberations of the board of directors
The seventh meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the prediction of major daily related party transactions in 2022. The board of directors agreed to the company’s expected related party transactions, and the related director Wang Huanxin avoided voting.
2. Deliberation of the board of supervisors
The 7th Meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on the prediction of major daily related party transactions in 2022. After deliberation, the board of supervisors considered that the daily related party transactions of the company in 2022 are expected to be the needs of the normal business development of the company, the relevant transactions follow the principles of objectivity, fairness, equality, voluntariness and mutual benefit, and the transaction pricing method: referring to the market price, Negotiate pricing. There is no situation that damages the interests of the company and shareholders, especially minority shareholders.
3. Opinions of independent directors
The independent directors of the company gave the following prior approval opinions on this matter: after verification, the main daily connected transactions expected by the company in 2022 are based on the needs of production and operation, which is reasonable and necessary. The transaction is priced according to the market, with reference to the market price, and the transaction amount is determined through full negotiation between both parties. The principles of openness, fairness and impartiality are followed, and there is no damage to the interests of the company and shareholders. Agree to submit the proposal to the board of directors of the company for deliberation. During the deliberation of the board of directors, the related directors shall withdraw from voting during the deliberation of this proposal.
The independent directors of the company expressed their independent opinions on this matter as follows: the voting procedures of the company’s main daily related party transactions in 2022 are 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 negotiation with reference to the market price, which has no adverse impact on the independence of the company, It does not harm the interests of the company and other shareholders. 7、 Verification opinions of the recommendation institution
As the sponsor of Thunder Software Technology Co.Ltd(300496) after verification, China Merchants Securities Co.Ltd(600999) believes that:
The estimated related party transactions of the company are based on the normal business transactions of the company and meet the actual needs of the company’s production and operation; The price of related party transactions shall be determined by both parties through negotiation with reference to the market price of similar contracts of the company, and there is no situation that damages the interests of non related shareholders; The independence of the listed company will not be affected.
The matter has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have issued prior approval opinions and consent opinions on the matter, and performed the necessary internal decision-making procedures, It complies with the requirements of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other relevant provisions, and there is no situation that damages the interests of the company and all shareholders.
The recommendation institution has no objection to the main daily related party transactions of the company in 2022.
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) on the verification opinions of Thunder Software Technology Co.Ltd(300496) on the prediction of major daily connected transactions in 2022)
Sponsor representative:
