About Thunder Software Technology Co.Ltd(300496)
The use of the funds raised in the previous time
Assurance Report
Ya Hui He Zi (2022) No. 0110005
Asia Pacific (Group) Certified Public Accountants (special general partnership)
March 3, 2002
catalogue
Project start page verification report 1-2 Thunder Software Technology Co.Ltd(300496) previous raised fund use report 3-10
About Thunder Software Technology Co.Ltd(300496)
Verification report on the use of the previously raised funds
Yahui He Zi (2022) No. 0110005 Thunder Software Technology Co.Ltd(300496) all shareholders:
We have reviewed the attached report on the use of previously raised funds prepared by the board of directors of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as Thunder Software Technology Co.Ltd(300496) company).
1、 Restrictions on the users and purposes of the report
This assurance report is only used for the purpose of Thunder Software Technology Co.Ltd(300496) company reporting the plan of issuing A-Shares to specific objects in 2022, and shall not be used for any other purpose. We agree to take this assurance report as a necessary document for Thunder Software Technology Co.Ltd(300496) company to apply for the scheme of issuing A-Shares to specific objects in 2022, and submit it together with other application documents. 2、 Responsibilities of the board of directors
Thunder Software Technology Co.Ltd(300496) the responsibility of the board of directors of the company is to provide true, legal and complete relevant materials, prepare the report on the use of previously raised funds in accordance with the provisions on the report on the use of previously raised funds issued by China Securities Regulatory Commission, and ensure that its contents are true, accurate and complete without false records, misleading statements or major omissions.
3、 Responsibilities of Certified Public Accountants
Our responsibility is to independently put forward the assurance conclusion of the above report prepared by the board of directors of Thunder Software Technology Co.Ltd(300496) company on the basis of the implementation of the assurance work.
4、 Job overview
We have carried out the assurance business in accordance with the provisions of other assurance business standards for Chinese certified public accountants No. 3101 - assurance business other than audit or review of historical financial information. The standard requires us to plan and implement assurance work to obtain reasonable assurance on whether the information of the assurance object is free from material misstatement. In the assurance process, we have implemented procedures that we consider necessary, including checking accounting records. We believe that our assurance work provides a reasonable basis for expressing opinions.
5、 Assurance conclusion
We believe that the report on the use of the previously raised funds prepared by the board of directors of Thunder Software Technology Co.Ltd(300496) company as of December 31, 2021 complies with the provisions on the report on the use of the previously raised funds issued by the CSRC, and truthfully reflects the use of the previously raised funds of Thunder Software Technology Co.Ltd(300496) company as of December 31, 2021 in all major aspects.
China Certified Public Accountants of Asia Pacific (Group) certified public accountants:
(special general partnership) (project partner)
Chinese certified public accountant:
Beijing, China March 3, 2002
Thunder Software Technology Co.Ltd(300496)
Report on the use of previously raised funds
In accordance with the provisions on the report on the use of the previously raised funds (zjfz [2007] No. 500) issued by the China Securities Regulatory Commission, Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as "the company" or "the company") has prepared the report on the use of the previously raised funds as of December 31, 2021.
1、 Basic information of previously raised funds
With the approval of the reply on approving Thunder Software Technology Co.Ltd(300496) non-public offering of shares (zjxk [2020] No. 1265) issued by China Securities Regulatory Commission, the number of non-public offering shares of the company to specific investors shall not exceed 12075452900. As of July 17, 2020, the company has actually issued 20652110 RMB ordinary shares (A shares) to specific investors at a non-public price of 82.36 yuan / share. The total amount of funds raised is 170090777960 yuan. After deducting the issuance expenses (excluding value-added tax) of 1685762056 yuan, the net amount of funds raised is 168405015904 yuan.
The above raised funds have been verified by Grant Thornton Certified Public Accountants (special general partnership) and issued capital verification report (ztyz (2020) No. 110zc00230).
2、 Management of raised funds
(I) management of raised funds
In order to regulate the management and use of raised funds and protect the rights and interests of investors, the company, in accordance with the provisions of the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the standardized operation of GEM listed companies and other documents, and in combination with the actual situation of the company, Formulated the management system of Thunder Software Technology Co.Ltd(300496) raised funds (revised in August 2020) (hereinafter referred to as the "management system"). The management system was deliberated and adopted at the 20th meeting of the third board of directors of the company on August 13, 2020.
In accordance with the management system and in combination with the business needs, the company implements a special account for the raised funds, establishes a special account for the use of the raised funds in the bank, and has signed the tripartite supervision agreement for the raised funds and the quadripartite supervision agreement for the raised funds with relevant banks and recommendation institutions China Merchants Securities Co.Ltd(600999) to strictly approve the use of the raised funds, so as to ensure the special use of the raised funds. As of December 31, 2021, the company has deposited and used the raised funds in strict accordance with the tripartite supervision agreement on raised funds, the Quartet supervision agreement on raised funds and the management system. (II) storage of raised funds in special account
As of December 31, 2021, the deposits in the special account for raised funds are as follows:
Unit: Yuan
Deposit bank account number currency account type storage balance
Special account for raised funds of RMB 1776141212 of Citibank (China) Co., Ltd. - Beijing Branch
Bank Of Beijing Co.Ltd(601169) hong2 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 42282000 RMB special account for raised funds 134647033 Xingxing sub branch 35393819
Bank Of Hangzhou Co.Ltd(600926) North 110104016 Csg Holding Co.Ltd(000012) 2 RMB special account for raised funds 29154469666 jingtongzhou sub branch 9789
China Merchants Bank Co.Ltd(600036) bei121909828710302 RMB special account for raising funds 517943270 Beijing Dayun village sub branch
Shanghai Pudong Development Bank Co., Ltd. has a special account for raised funds of RMB 912 Pku Healthcare Corp.Ltd(000788) 014000 at 771963680. Beijing Beijing Electronic Zone High-Tech Group Co.Ltd(600658) sub branch 01245
Bank Of Ningbo Co.Ltd(002142) North 770301220003199 RMB special account for raised funds 43070949374 Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) sub branch 92
Bank Of Communications Co.Ltd(601328) North 110061575013002 RMB special account for raised funds 358333169 Jingdong Third Ring sub branch 621616
Bank Of Hangzhou Co.Ltd(600926) North 1101040160000137 RMB special account for raised funds 56 Beijing Telesound Electronics Co.Ltd(003004) 49 jingtongzhou sub branch 3744
China Merchants Bank Co.Ltd(600036) North 411905279310902 RMB special account for raised funds 2053574868 Beijing Dayun village sub branch
Bank Of Hangzhou Co.Ltd(600926) North 1101040160000137 RMB special account for raised funds 4640540961 jingtongzhou sub branch 3736
Guangfa Bank Co., Ltd. North 955088004313770 RMB special account for raised funds 4529642158 jingxinwai sub branch 0425
Total 90832364628
3、 Actual use of the previously raised funds
(I) actual use of funds raised last time
The proposal on the replacement of self raised funds invested by the company in the third phase of the project of raising funds in 2020 was approved at the 24th Meeting of the board of directors on November 2, 2020.
The company has transferred the above funds of 14.22 million yuan from the special account for raised funds to other bank accounts of the company.
On October 13, 2020, the company held the 22nd Meeting of the third board of directors, deliberated and approved the proposal on the wholly-owned subsidiary's intention to participate in public bidding for real estate and change the implementation location of some raised capital investment projects. In November 2020, changsuo software technology (Shanghai) Co., Ltd., a wholly-owned subsidiary of the company, completed delisting, signed the Shanghai property rights trading contract with the transferor Shanghai Industrial Zone Development Corporation (Co., Ltd.), and obtained the asset trading voucher issued by Shanghai United Property Rights Exchange Co., Ltd. At that time, the real estate will become the implementation site of the R & D project of intelligent networked vehicle operating system and the R & D project of intelligent driving assistance system in the non-public offering and investment project.
The company held the 25th meeting of the third board of directors on March 15, 2021, deliberated and adopted the proposal on increasing the implementation subject of some investment projects with raised funds. In order to improve the use efficiency of the funds raised by non-public offering, according to the company's development plan, Shanghai changxingda Intelligent Technology Co., Ltd., a wholly-owned subsidiary of the company, is added as the implementation subject of the fund-raising investment project, the R & D project of intelligent networked vehicle operating system and the R & D project of intelligent driving assistance system.
The company held the 27th meeting of the third board of directors on June 28, 2021, and deliberated and adopted the proposal on changing the implementation location of investment projects with raised funds. In view of the change of the registered business address of Xi'an Thunder Software Technology Co.Ltd(300496) Software Co., Ltd., the implementation subject of the company's fund-raising investment project "5g intelligent terminal certification platform R & D project", the implementation location of the corresponding "5g intelligent terminal certification platform R & D project" is changed to C1 building, yunhuigu, No. 156, Tiangu 8th Road, software new town, Xi'an high tech Zone, Shaanxi Province.
On October 27, 2021, the company held the fifth meeting of the Fourth Board of directors, deliberated and approved the proposal on changing part of the special account for raised funds and the proposal on increasing the implementation subject of some investment projects with raised funds. In order to further strengthen the management of raised funds and maintain good bank enterprise cooperation, Beijing xinwai sub branch of Guangdong Development Bank Co., Ltd. is agreed to open a new special account for raised funds for the deposit and use of raised funds for "multi-modal integration technology R & D project", And transfer all the balance of raised funds (including interest, the specific amount shall be subject to the transfer date) originally deposited in the special account for raised funds of "multi-modal integration technology R & D project" of Citibank (China) Co., Ltd. Beijing branch to the newly opened special account for raised funds; In order to improve the use efficiency of the funds raised by non-public offering of shares in 2020, according to the company's development plan, increase the implementation subject of the investment project with raised funds. The specific situation is as follows: Thunder Software Technology Co.Ltd(300496) Nanjing Yuhua research institute construction project newly added implementation subject Chengdu Thunder Software Technology Co.Ltd(300496) Software Co., Ltd; Beijing chuangsi Yuanda Technology Co., Ltd., a new implementation subject of 5g intelligent terminal certification platform R & D project; Dalian Thunder Software Technology Co.Ltd(300496) Software Co., Ltd. and Shenyang Thunder Software Technology Co.Ltd(300496) Software Co., Ltd. were newly added to the R & D projects of intelligent networked vehicle operating system and intelligent driving assistance system.
See Annex I for the specific use of the previously raised funds.
(II) changes in the actual investment projects of the previously raised funds
As of December 31, 2021, the company has not changed the investment projects of the previously raised funds.
(III) description of the external transfer or replacement of the investment project of the previously raised funds
As of December 31, 2021, the company has no external transfer or replacement of the investment projects with the previously raised funds.
(IV) description of temporarily idle raised funds
The 20th meeting of the third board of directors and the 19th meeting of the third board of supervisors held on August 13, 2020 considered and adopted the proposal on cash management with temporarily idle raised funds. In order to improve the use efficiency of raised funds, on the premise of ensuring the normal implementation of the use plan of raised funds, The company (including the implementation subject of raised investment projects) plans to use the temporarily idle raised funds with a total amount of no more than RMB 120 million for cash management to invest in products with high safety, good liquidity and low risk. The investment period of a single product shall not exceed 12 months. This offering
